vrsn-20260521 VERISIGN INC/CA 0001014473 false 0001014473 2026-05-21 2026-05-21 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