Date of Report (Date of earliest event reported): May 27, 2021
VERISIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-23593
94-3221585
(Commission File Number)
(IRS Employer Identification No.)
12061 Bluemont Way,
Reston,
Virginia
20190
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
Common Stock, $0.001 Par Value Per Share
VRSN
Nasdaq Global Select Market
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
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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.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2021, VeriSign, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s stockholders voted on four 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
90,651,016
4,602,017
1,099,411
4,085,643
Yehuda Ari Buchalter
94,624,195
1,707,609
20,640
4,085,643
Kathleen A. Cote
78,745,840
17,585,526
21,078
4,085,643
Thomas F. Frist III
94,602,319
1,712,866
37,259
4,085,643
Jamie S. Gorelick
95,049,260
1,281,428
21,756
4,085,643
Roger H. Moore
87,415,539
8,914,607
22,298
4,085,643
Louis A. Simpson
87,618,246
8,712,009
22,189
4,085,643
Timothy Tomlinson
88,521,206
7,418,931
412,307
4,085,643
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:
91,981,709
Against:
4,311,050
Abstain:
59,685
Broker Non-Votes:
4,085,643
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, 2021. The voting results were as follows:
For:
95,841,910
Against:
4,566,226
Abstain:
29,951
Broker Non-Votes:
0
Proposal No. 4 – Stockholder Proposal Requesting that the Company’s Board of Directors Take Steps to Permit Stockholder Action by Written Consent
The Company’s stockholders did not approve a stockholder proposal requesting that the Company’s Board of Directors take steps to permit stockholder action by written consent. The voting results were as follows:
For:
34,453,142
Against:
61,318,630
Abstain:
580,672
Broker Non-Votes:
4,085,643
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 27, 2021
By:
/s/ Thomas C. Indelicarto
Thomas C. Indelicarto
Executive Vice President, General Counsel and Secretary
