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 22, 2025
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 3.03 Material Modification to Rights of Security Holders
The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the VeriSign, Inc. (“Company”) annual meeting of stockholders (the “Annual Meeting”) held on Thursday, May 22, 2025, the Company’s stockholders approved and adopted an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers in certain limited circumstances as permitted by Delaware law (the “Amendment”), all as further described in the Company’s Proxy Statement, as filed with the Securities and Exchange Commission on April 11, 2025 (“Proxy Statement”), under the heading “Proposal No. 4 – Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as permitted by Delaware Law,” which is incorporated herein by reference. On May 22, 2025, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.01 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 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 | 73,689,030 | 4,995,631 | 442,824 | 5,273,882 | ||||||||||
| Courtney D. Armstrong | 78,524,451 | 562,857 | 40,177 | 5,273,882 | ||||||||||
| Yehuda Ari Buchalter | 76,694,440 | 2,388,584 | 44,461 | 5,273,882 | ||||||||||
| Kathleen A. Cote | 74,735,268 | 4,348,207 | 44,010 | 5,273,882 | ||||||||||
| Thomas F. Frist III | 75,300,536 | 3,786,039 | 40,910 | 5,273,882 | ||||||||||
| Jamie S. Gorelick | 71,545,091 | 7,135,591 | 446,803 | 5,273,882 | ||||||||||
| Debra W. McCann | 78,787,726 | 296,604 | 43,155 | 5,273,882 | ||||||||||
| Timothy Tomlinson | 67,879,407 | 11,203,407 | 44,671 | 5,273,882 | ||||||||||
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: | 73,037,626 | ||||
| Against: | 5,875,648 | ||||
| Abstain: | 214,211 | ||||
| Broker Non-Votes: | 5,273,882 | ||||
Proposal No. 3 – 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, 2025. The voting results were as follows:
| For: | 78,572,691 | ||||
| Against: | 5,763,288 | ||||
| Abstain: | 65,388 | ||||
Proposal No. 4 – To Approve an Amendment to the Company's Restated Certificate of Incorporation to Limit the Liability of Certain Officers
The Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The voting results were as follows:
| For: | 71,483,725 | ||||
| Against: | 7,587,450 | ||||
| Abstain: | 56,310 | ||||
| Broker Non-Votes: | 5,273,882 | ||||
Proposal No. 5 – Stockholder Proposal Regarding Stockholder Action by Written Consent
The Company's stockholders voted against a stockholder proposal regarding stockholder action by written consent. The voting results were as follows:
| For: | 4,547,136 | ||||
| Against: | 74,230,799 | ||||
| Abstain: | 349,550 | ||||
| Broker Non-Votes: | 5,273,882 | ||||
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-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: May 22, 2025 | By: | /s/ Thomas C. Indelicarto | ||||||||||||
Thomas C. Indelicarto | ||||||||||||||
Executive Vice President, General Counsel and Secretary | ||||||||||||||
CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
OF VERISIGN, INC.
The corporation organized and existing under the General Corporation law of the State of Delaware, hereby certifies as follows:
1.The name of the corporation is VeriSign, Inc.
2.The Restated Certificate of Incorporation of the corporation is hereby amended by changing Article Eight, Section A so that, as amended, said Article shall be and read as follows:
EIGHT: A. Exculpation. A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived any improper personal benefit, or (v) of an officer in any action by or in the right of the Corporation. Solely for purposes of this paragraph, “officer” shall have the meaning determined in accordance with Section 102(b)(7) of the Delaware General Corporation Law. If the Delaware General Corporation Law is hereafter amended to further reduce or authorize, with approval of the Corporation’s stockholders, further reductions in the liability of the Corporation’s directors or officers, as applicable, for breach of fiduciary duty, then a director or an officer, as applicable, of the Corporation shall not be liable for any such breach to the fullest extent permitted by the Delaware General Corporation Law as so amended.
3.The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4.The foregoing amendment shall be effective upon filing with the Secretary of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, the 22nd day of May, 2025
VERISIGN, INC. | ||||||||||||||
By: | /s/ Thomas C. Indelicarto | |||||||||||||
| Name: | Thomas C. Indelicarto | |||||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||||||||