VeriSign Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VRSN
EDP Services
Technology
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 21, 2026
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of VeriSign, Inc. (the “Company”) held on May 21, 2026, the Company’s stockholders approved the Amendment and Restatement of the VeriSign, Inc. 2006 Equity Incentive Plan (the “Amended 2006 Plan”). The Company’s Board of Directors previously approved the Amended 2006 Plan, subject to stockholder approval.
The Amended 2006 Plan will extend the termination date of the 2006 Plan to May 21, 2036, and also makes certain technical and administrative revisions to the plan document, including the removal of certain provisions related to Section 162(m) that are no longer relevant, and clarifying that the prohibition on paying cash in exchange for the cancellation of an outstanding award applies only to underwater options or stock appreciation rights. The Amended 2006 Plan does not increase the number of shares available for grant under the Plan.
The Amended 2006 Plan is described in Proposal No. 3 in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 10, 2026 (“2026 Proxy Statement”). The descriptions of the Amended 2006 Plan contained herein and in the 2026 Proxy Statement are qualified in their entirety by reference to the full text of the Amended 2006 Plan, a copy of the Amended 2006 Plan is attached as Exhibit 10.01 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2026 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 | 71,313,798 | 4,928,619 | 327,965 | 5,136,483 | ||||||||||
| Courtney D. Armstrong | 75,594,369 | 940,840 | 35,173 | 5,136,483 | ||||||||||
| Yehuda Ari Buchalter | 74,589,944 | 1,949,703 | 30,735 | 5,136,483 | ||||||||||
| Kathleen A. Cote | 69,148,982 | 5,570,904 | 1,850,496 | 5,136,483 | ||||||||||
| Matthew J. Desch | 55,667,984 | 20,863,958 | 38,440 | 5,136,483 | ||||||||||
| Jamie S. Gorelick | 67,793,746 | 8,732,757 | 43,879 | 5,136,483 | ||||||||||
| Debra W. McCann | 76,105,017 | 430,335 | 35,030 | 5,136,483 | ||||||||||
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: | 73,151,707 | ||||
| Against: | 3,213,712 | ||||
| Abstain: | 204,963 | ||||
| Broker Non-Votes: | 5,136,483 | ||||
Proposal No. 3 – Approval of the Amendment and Restatement of the Company's 2006 Equity Incentive Plan
The Company's stockholders approved the Amendment and Restatement of the 2006 Equity Incentive Plan. The voting results were as follows:
| For: | 74,722,565 | ||||
| Against: | 1,656,604 | ||||
| Abstain: | 191,213 | ||||
| Broker Non-Votes: | 5,136,483 | ||||
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, 2026. The voting results were as follows:
| For: | 76,128,673 | ||||
| Against: | 5,532,200 | ||||
| Abstain: | 45,992 | ||||
Proposal No. 5 – Stockholder Proposal Regarding Independent Board Chairman Policy
The Company's stockholders voted against a stockholder proposal regarding a policy to require an independent board chairman. The voting results were as follows:
| For: | 17,816,830 | ||||
| Against: | 58,611,011 | ||||
| Abstain: | 142,541 | ||||
| Broker Non-Votes: | 5,136,483 | ||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |||||||
| 10.01 | ||||||||
| 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 21, 2026 | By: | /s/ Thomas C. Indelicarto | ||||||||||||
Thomas C. Indelicarto | ||||||||||||||
Executive Vice President, General Counsel and Secretary | ||||||||||||||