8-K

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 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:

☐ 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
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	☐
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 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

XML

Document and Entity Information Document	May 26, 2022
Cover [Abstract]
Local Phone Number	948-3200
Document Type	8-K
Entity Registrant Name	VERISIGN INC/CA
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Address, Address Line One	12061 Bluemont Way,
Entity File Number	000-23593
Entity Tax Identification Number	94-3221585
Entity Address, City or Town	Reston,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
Trading Symbol	VRSN
Entity Central Index Key	0001014473
Amendment Flag	false
Security Exchange Name	NASDAQ
Document Period End Date	May 26, 2022
Entity Incorporation, State or Country Code	DE
City Area Code	703