Skip to main content

VERISIGN INC/CA

For the period ended Jun 30, 2025. Filed Jul 24, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 24, 2025

VRSN$305.84-0.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 5. Other Information

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 21, 2025, the Board approved and adopted Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”). The amended Bylaws were effective upon approval by the Board. The Bylaws were amended to, among other things:

Update the procedural and disclosure requirements for stockholders intending to introduce nominations of directors or propose other business (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), at annual or special meetings of stockholders, including without limitation, to:

require a stockholder conducting a solicitation subject to Rule 14a-19 under the Exchange Act (i.e., “universal proxy card” rules) to provide certain proxy solicitation information to the Company, provide proxy materials to the Company’s stockholders through means provided under the federal securities laws and make certain undertakings related to such solicitation, including to demonstrate that the undertakings have been satisfied

require additional background information and disclosures regarding stockholders proposing such business and other persons related to a stockholder’s solicitation of proxies;

require any stockholder submitting a proposal of other business to make a representation and applicable confirmation as to whether such stockholder intends to solicit proxies from at least the percentage of the Company’s voting shares required under applicable law to carry the proposal; and

clarify that a failure to provide such disclosure or comply with such requirements or the applicable requirements of the Exchange Act rules will result in a stockholder’s nomination or proposal of other business being disregarded; and

Require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white.

This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.3 to this Form 10-Q.

Insider Trading Arrangements

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

There were no directors or executive officers that adopted, terminated or modified plans or other arrangements during the quarter ended June 30, 2025.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.