UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2021
VERISIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(703 ) 948-3200
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | ||||
(d) Effective June 18, 2021, the Board of Directors (the “Board”) of VeriSign, Inc. (the “Company”) appointed Courtney D. Armstrong to the Board, increasing the size of the Board from eight to nine directors. The Board also appointed Mr. Armstrong to serve on the Corporate Governance and Nominating Committee of the Board.
Mr. Armstrong currently serves as Executive Vice President, Worldwide Business Affairs, Warner Bros. Pictures, a position he has held since April 2014. He joined Warner Bros. Pictures in 2003 as a Director of Business Affairs and was promoted to Vice President in 2004 and Senior Vice President in 2007. Before joining Warner Bros. Pictures, he spent three years at Walt Disney Pictures as an attorney in the Business and Legal Affairs department of the Motion Picture Group.
As a non-employee director, Mr. Armstrong will receive an annual cash retainer of $40,000 and an annual equity award grant of $250,000, made solely in the form of restricted stock units. As a member of the Corporate Governance and Nominating Committee, Mr. Armstrong will receive an additional annual cash retainer of $10,000. New directors are granted an equity award equal to the pro rata amount of such annual equity award, the amount of which is determined based on the date of such new director’s appointment or election to the Board. Mr. Armstrong’s cash retainer will also be prorated to reflect his service for a portion of the year. In addition, the Company entered into an indemnity agreement with Mr. Armstrong pursuant to which the Company is required to indemnify Mr. Armstrong against certain liabilities which may arise by reason of his status or service as a director of the Company and to advance expenses to him arising from the investigation, defense, settlement or appeal of these liabilities. The Company’s standard form of indemnity agreement was previously filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission on April 28, 2010.
There was no arrangement or understanding between Mr. Armstrong and any other person pursuant to which Mr. Armstrong was appointed as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Armstrong has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERISIGN, INC. | ||||||||||||||
Date: June 22, 2021 | By: | /s/ Thomas C. Indelicarto | ||||||||||||
Thomas C. Indelicarto | ||||||||||||||
Executive Vice President, General Counsel and Secretary | ||||||||||||||