01—Abstract
Summary
Summary of the 8-K filed May 22, 2025. Cited figures are marked; the original filing is the authoritative source.
VeriSign, Inc. held its 2025 annual meeting of stockholders on May 22, 2025, where shareholders approved an amendment to the Company's Restated Certificate of Incorporation limiting the liability of certain officers in certain limited circumstances as permitted by Delaware law.
The Certificate of Amendment was filed with the Delaware Secretary of State on May 22, 2025 and became effective upon filing. The filing also incorporates by reference the Company's April 11, 2025 proxy statement, which describes this proposal in detail. All eight director nominees were elected to serve until the next annual meeting.
Support was strong for most nominees, with Debra W. McCann receiving 78,787,726 votes for and Courtney D. Armstrong receiving 78,524,451 votes for, while Timothy Tomlinson drew the most opposition at 11,203,407 votes against.
Stockholders approved, on a non-binding advisory basis, the executive compensation program, with 73,037,626 votes for and 5,875,648 against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 78,572,691 votes for and 5,763,288 against. Stockholders rejected a stockholder proposal regarding stockholder action by written consent, with 74,230,799 votes against and only 4,547,136 votes for.
The officer liability amendment passed with 71,483,725 votes for and 7,587,450 against. Broker non-votes of 5,273,882 were recorded on the director election, the advisory compensation vote, and the officer liability amendment.
02—Key points
Key Highlights
- Stockholders approved an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers in certain limited circumstances, as permitted by Delaware law; the Certificate of Amendment became effective upon filing on May 22, 2025.
- All eight director nominees were elected, including D. James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Thomas F. Frist III, Jamie S. Gorelick, Debra W. McCann and Timothy Tomlinson.
- Stockholders approved, on a non-binding advisory basis, the Company's executive compensation, with 73,037,626 votes for and 5,875,648 against.
- KPMG LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2025, with 78,572,691 votes for and 5,763,288 against.
- A stockholder proposal regarding stockholder action by written consent was defeated, with 74,230,799 votes against and 4,547,136 votes for.
- Timothy Tomlinson received the most opposition among director nominees, with 11,203,407 votes against his election.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding officer liability?
Stockholders approved an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers in certain limited circumstances as permitted by Delaware law. The amendment received 71,483,725 votes for, 7,587,450 votes against, and 56,310 abstentions, with 5,273,882 broker non-votes. The Certificate of Amendment was filed on May 22, 2025 and became effective upon filing.
Who was elected to the Board of Directors?
The stockholders elected D. James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Thomas F. Frist III, Jamie S. Gorelick, Debra W. McCann and Timothy Tomlinson, each to serve until the next annual meeting or until a successor is elected and qualified, or until earlier resignation or removal.
Did stockholders support the executive compensation program?
Yes. On a non-binding, advisory basis, stockholders approved the Company's executive compensation, with 73,037,626 votes for, 5,875,648 votes against, and 214,211 abstentions, along with 5,273,882 broker non-votes.
Who is the independent auditor for 2025?
Stockholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025. The vote was 78,572,691 for, 5,763,288 against and 65,388 abstaining.
How did stockholders vote on the written consent proposal?
Stockholders voted against a stockholder proposal regarding stockholder action by written consent. The proposal received 4,547,136 votes for, 74,230,799 votes against, and 349,550 abstentions, with 5,273,882 broker non-votes.
04—Continue