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): May 25, 2023
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2023, VeriSign, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders voted on five proposals as described below.
Proposal No. 1 – Election of Directors
The Company’s stockholders elected the nominees listed below as directors of the Company, each to serve until the Company’s next annual meeting of stockholders, or until a successor has been elected and qualified or until the director’s earlier resignation or removal. The voting results were as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||
| D. James Bidzos | 82,894,046 | 4,340,399 | 1,337,715 | 5,238,821 | ||||||||||
| Courtney D. Armstrong | 83,881,119 | 4,602,142 | 88,899 | 5,238,821 | ||||||||||
| Yehuda Ari Buchalter | 83,669,651 | 4,812,888 | 89,621 | 5,238,821 | ||||||||||
| Kathleen A. Cote | 72,346,951 | 15,363,694 | 861,515 | 5,238,821 | ||||||||||
| Thomas F. Frist III | 83,621,730 | 4,855,761 | 94,669 | 5,238,821 | ||||||||||
| Jamie S. Gorelick | 84,055,662 | 4,429,063 | 87,435 | 5,238,821 | ||||||||||
| Roger H. Moore | 76,022,751 | 12,454,012 | 95,397 | 5,238,821 | ||||||||||
| Timothy Tomlinson | 76,785,786 | 11,693,723 | 92,651 | 5,238,821 | ||||||||||
Proposal No. 2 – To Approve, on a Non-Binding, Advisory Basis, the Company’s Executive Compensation
The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation. The voting results were as follows:
| For: | 83,588,607 | ||||
| Against: | 4,687,434 | ||||
| Abstain: | 296,119 | ||||
| Broker Non-Votes: | 5,238,821 | ||||
Proposal No. 3 – To Approve, on a Non-Binding, Advisory Basis, the Frequency of the Executive Compensation Vote
The Company’s stockholders approved, on a non-binding, advisory basis, an annual frequency of stockholder voting on executive compensation. The voting results were as follows:
| One Year: | 86,782,983 | ||||
| Two Years: | 13,573 | ||||
| Three Years: | 1,682,732 | ||||
| Abstain: | 92,872 | ||||
| Broker Non-Votes: | 5,238,821 | ||||
Proposal No. 4 – Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
| For: | 88,245,673 | ||||
| Against: | 5,481,975 | ||||
| Abstain: | 83,333 | ||||
Proposal No. 5 – Stockholder Proposal Regarding an Independent Chair Policy
The Company’s stockholders did not approve a stockholder proposal requesting an independent chair policy. The voting results were as follows:
| For: | 25,606,453 | ||||
| Against: | 62,850,533 | ||||
| Abstain: | 115,174 | ||||
| Broker Non-Votes: | 5,238,821 | ||||
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: May 25, 2023 | By: | /s/ Thomas C. Indelicarto | ||||||||||||
Thomas C. Indelicarto | ||||||||||||||
Executive Vice President, General Counsel and Secretary | ||||||||||||||