VERISIGN INCCA
For the period ended May 22, 2025. Filed Apr 11, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 11, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF2025 ANNUALMEETING ANDPROXY STATEMENT
12061 Bluemont Way
Reston, Virginia 20190
April 11, 2025
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (“we,” “our,” “us,” or the “Company”) to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 22, 2025, at 10:00 a.m., Eastern Time.
The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.
We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2024 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.
It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.
Thank you for your continued support of the Company.
Sincerely,
/s/ D. James Bidzos
D. James Bidzos
Chairman of the Board of Directors, Executive Chairman, President and Chief Executive Officer
Notice of 2025 Annual Meeting of Stockholders
| The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes: | |||
|---|---|---|---|
| Date and TimeMay 22, 2025 (Thursday) 10:00 a.m. (Eastern Time)LocationThe Annual Meeting will be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190.Who Can VoteOnly stockholders of record at the close of business on April 1, 2025, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. | |||
| PROPOSALS · BOARD VOTE RECOMMENDATION · FOR FURTHER DETAILS | |||
| 1 | Election of Eight Directors Named in the Proxy Statement | FOReach director nominee | Page 10 |
| 2 | Advisory Vote to Approve Executive Compensation | FOR | Page 24 |
| 3 | Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2025 | FOR | Page 46 |
| 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. | FOR | Page 48 |
| 5 | Stockholder Proposal to Permit Stockholder Action by Written Consent | AGAINST | Page 50 |
| Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.If you hold your shares as of the record date as a stockholder of record or as a beneficial owner, you or your proxyholder may participate, vote, or submit questions during the meeting. A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2025 Meeting during the 10 days prior to the Annual Meeting upon request to the Office of the Corporate Secretary. In addition, the list of stockholders of record will also be available during the Annual Meeting. Reston, VirginiaApril 11, 2025 By Order of the Board of Directors,/s/ Thomas C. IndelicartoThomas C. IndelicartoSecretary | |||
| 2025 Proxy Statement | 1 |
Notice of 2025 Annual Meeting of Stockholders
How to Vote
Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described on the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” in the Proxy Statement, or alternatively, if you have received paper copies of proxy materials, complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting.
| Internet | Telephone | Attending the Meeting | |
|---|---|---|---|
| Visit the website listed onyour proxy card | Call the telephone number onyour proxy card | Sign, date, and return yourproxy card in the enclosedenvelope | Attend and vote at theAnnual Meeting |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2025: The 2025 Proxy Statement, together with the 2024 Annual Report, are available at www.edocumentview.com/vrsn.
A Notice Regarding the Availability of Proxy Materials or the Proxy Statement and related proxy materials were first sent or made available to stockholders on April 11, 2025.
| 2 | VeriSign, Inc. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.