Date of Report (Date of earliest event reported): May 26, 2022
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 26, 2022, VeriSign, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the 2022 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
90,001,670
4,674,854
1,751,770
3,897,104
Courtney D. Armstrong
94,607,718
1,797,710
22,866
3,897,104
Yehuda Ari Buchalter
92,666,309
3,739,136
22,849
3,897,104
Kathleen A. Cote
85,756,159
8,757,172
1,914,963
3,897,104
Thomas F. Frist III
89,625,184
6,779,859
23,251
3,897,104
Jamie S. Gorelick
93,863,606
2,542,334
22,354
3,897,104
Roger H. Moore
78,454,201
17,948,620
25,473
3,897,104
Timothy Tomlinson
86,251,430
10,153,503
23,361
3,897,104
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:
91,911,166
Against:
4,447,407
Abstain:
69,721
Broker Non-Votes:
3,897,104
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, 2022. The voting results were as follows:
For:
95,430,553
Against:
4,750,710
Abstain:
144,135
Proposal No. 4 – Stockholder Proposal Regarding an Amendment to our Special Stockholder Meeting Right
The Company’s stockholders did not approve a stockholder proposal requesting that the Company’s Board of Directors take steps to amend the appropriate company governing documents to remove the one-year holding requirement for stock that can satisfy the 10% ownership requirement to call a special stockholder meeting. The voting results were as follows:
For:
2,799,037
Against:
93,546,523
Abstain:
82,734
Broker Non-Votes:
3,897,104
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 26, 2022
By:
/s/ Thomas C. Indelicarto
Thomas C. Indelicarto
Executive Vice President, General Counsel and Secretary