01—Abstract
Summary
Summary of the 8-K filed May 21, 2026. Cited figures are marked; the original filing is the authoritative source.
VeriSign, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026, where stockholders approved an Amendment and Restatement of the VeriSign, Inc. 2006 Equity Incentive Plan (the "Amended 2006 Plan").
The amendment extends the plan's termination date to May 21, 2036, removes Section 162(m) provisions that are no longer relevant, and clarifies that the prohibition on paying cash to cancel an outstanding award applies only to underwater options or stock appreciation rights. The filing states the amendment does not increase the number of shares available for grant under the plan. Stockholders also elected all seven director nominees, including D.
James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Matthew J.
Desch, Jamie S. Gorelick and Debra W. McCann, each to serve until the next annual meeting.
Stockholders approved, on a non-binding advisory basis, the company's executive compensation, with 73,151,707 votes for and 3,213,712 against. They ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 76,128,673 votes for and 5,532,200 against.
Stockholders voted against a stockholder proposal to require an independent board chairman policy, with 58,611,011 votes against and 17,816,830 for. The filing reports no other material corporate actions beyond these matters.
02—Key points
Key Highlights
- Stockholders approved the Amended 2006 Plan, extending its termination date to May 21, 2036 without increasing the number of shares available for grant.
- All seven director nominees were elected, including D. James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Matthew J. Desch, Jamie S. Gorelick and Debra W. McCann.
- Advisory say-on-pay vote passed with 73,151,707 votes for and 3,213,712 votes against.
- KPMG LLP was ratified as independent registered public accounting firm for 2026, with 76,128,673 votes for and 5,532,200 against.
- Stockholder proposal for an independent board chairman policy was defeated, with 58,611,011 votes against and 17,816,830 for.
- Plan amendments include removing obsolete Section 162(m) provisions and limiting the cash-for-cancellation prohibition to underwater options and stock appreciation rights.
- Desch received the lowest support among directors, with 55,667,984 votes for and 20,863,958 against.
03—Questions
Frequently Asked Questions
Does the amended equity plan increase the shares available to employees?
No. The filing states the Amended 2006 Plan does not increase the number of shares available for grant under the Plan. Its main change is extending the termination date to May 21, 2036.
Were any board nominees not elected?
No. The filing reports that stockholders elected all seven nominees, each to serve until the next annual meeting or until a successor is elected and qualified.
How did stockholders vote on executive compensation?
Stockholders approved the company's executive compensation on a non-binding advisory basis, with 73,151,707 votes for, 3,213,712 against, 204,963 abstaining and 5,136,483 broker non-votes.
What was the outcome of the independent board chairman proposal?
Stockholders voted against the proposal to adopt a policy requiring an independent board chairman. The filing reports 17,816,830 votes for, 58,611,011 against, 142,541 abstaining and 5,136,483 broker non-votes.
Which auditor did stockholders ratify?
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 76,128,673 votes for, 5,532,200 against and 45,992 abstaining.
04—Continue