VeriSign (VRSN) investors approve pay, extend equity plan to 2036

Rhea-AI Filing Summary

VeriSign, Inc. reported results from its 2026 annual meeting of stockholders. Stockholders approved an amendment and restatement of the 2006 Equity Incentive Plan, extending its termination date to May 21, 2036 and making technical and administrative updates without increasing the shares available for grant.

All director nominees were elected, each receiving over 55 million votes in favor. Stockholders approved, on a non-binding advisory basis, the Company’s executive compensation and ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders voted against a stockholder proposal to require an independent board chairman, with 58,611,011 votes against and 17,816,830 votes for.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan termination date: May 21, 2036 Say-on-pay support: 73,151,707 for Equity plan approval votes: 74,722,565 for +4 more

7 metrics

Equity plan termination date May 21, 2036 New termination date for Amended 2006 Equity Incentive Plan

Say-on-pay support 73,151,707 for Non-binding advisory vote on executive compensation

Equity plan approval votes 74,722,565 for Approval of Amended and Restated 2006 Equity Incentive Plan

Audit firm ratification votes 76,128,673 for Ratification of KPMG LLP for year ending December 31, 2026

Independent chair proposal against 58,611,011 against Stockholder proposal for independent board chairman policy

Broker non-votes key items 5,136,483 Broker non-votes on several stockholder proposals

Director votes for Bidzos 71,313,798 for Election of director D. James Bidzos

Key Terms

Equity Incentive Plan, non-binding, advisory basis, independent registered public accounting firm, Broker Non-Votes, +1 more

5 terms

Equity Incentive Plan financial

"approved the Amendment and Restatement of the VeriSign, Inc. 2006 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

non-binding, advisory basis regulatory

"approved, on a non-binding, advisory basis, the Company’s executive compensation"

independent registered public accounting firm regulatory

"ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Broker Non-Votes financial

"Broker Non-Votes: | 5,136,483"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

stockholder proposal regulatory

"The Company's stockholders voted against a stockholder proposal regarding a policy"

Understanding 8-K Material Events →

VERISIGN INC/CA0001014473false00010144732026-05-212026-05-21

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)

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 5.02    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						Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan
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

FAQ

What did VeriSign (VRSN) stockholders decide about the 2006 Equity Incentive Plan?

VeriSign stockholders approved the amended and restated 2006 Equity Incentive Plan. The plan’s termination date was extended to May 21, 2036 and technical provisions were updated, without increasing the number of shares available for grant under the plan.

How did VeriSign (VRSN) stockholders vote on executive compensation in 2026?

Stockholders approved VeriSign’s executive compensation on a non-binding advisory basis. Vote totals were 73,151,707 for, 3,213,712 against, and 204,963 abstentions, with 5,136,483 broker non-votes recorded on the proposal.

Were all VeriSign (VRSN) director nominees elected at the 2026 annual meeting?

All VeriSign director nominees listed were elected to serve until the next annual meeting or earlier resignation or removal. Each nominee, including D. James Bidzos and others, received tens of millions of votes in favor, with additional against, abstain, and broker non-vote counts reported.

Which audit firm did VeriSign (VRSN) stockholders ratify for 2026?

Stockholders ratified KPMG LLP as VeriSign’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 76,128,673 votes for, 5,532,200 votes against, and 45,992 abstentions at the annual meeting.

How did VeriSign (VRSN) stockholders vote on having an independent board chairman?

Stockholders rejected the proposal to require an independent board chairman. The proposal received 17,816,830 votes for, 58,611,011 votes against, and 142,541 abstentions, with 5,136,483 broker non-votes also reported on this stockholder proposal.

Did the amendment to VeriSign’s 2006 Equity Incentive Plan increase share availability?

The amendment did not increase shares available under the plan. It extended the termination date to May 21, 2036 and made technical revisions, including removal of outdated Section 162(m) provisions and clarifications about cash payments for canceling underwater options or stock appreciation rights.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.01 EX-10.01 131.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB