--- schema_version: "secwatch.filing_event.v1" accession: "0001014473-23-000025" form_type: "8-K" ticker: "VRSN" cik: "0001014473" company_name: "VERISIGN INC/CA" filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T13:59:19.876649+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # VeriSign shareholders elect all directors, approve say-on-pay, reject independent chair proposal ## Summary - All 8 director nominees elected, each receiving >72M votes for; Kathleen Cote and Roger Moore had lowest support. - Advisory say-on-pay approved: 83.6M for, 4.7M against. - One-year frequency for future say-on-pay votes approved: 86.8M votes for one year. - KPMG ratified as independent auditor for FY2023: 88.2M for, 5.5M against. - Stockholder proposal for independent board chair failed: 25.6M for, 62.9M against. ## SEC filing metadata - accession: 0001014473-23-000025 - form_type: 8-K - ticker: VRSN - cik: 0001014473 - company_name: VERISIGN INC/CA - filed_at: 2023-05-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/0001014473-23-000025-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/vrsn-20230525.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001014473-23-000025 - JSON: https://secwatch.observer/filing/0001014473-23-000025.json - Plain text: https://secwatch.observer/filing/0001014473-23-000025.txt ## Key facts - Shareholder Votes VERISIGN INC/CA shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: 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, 2023. The voting results were as follows: For: 88,245,673 Against: 5,481,975 Abstain: 83,333 evidence_url: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/0001014473-23-000025-index.htm - Shareholder Votes VERISIGN INC/CA shareholders approved To Approve, on a Non-Binding, Advisory Basis, the Company’s Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: 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: 83,588,607 Against: 4,687,434 Abstain: 296,119 Broker Non-Votes: 5,238,821 evidence_url: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/0001014473-23-000025-index.htm - Shareholder Votes VERISIGN INC/CA shareholders approved Election of Directors at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: 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 82,894,046 4,340,399 1,337,715 5,238,821 evidence_url: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/0001014473-23-000025-index.htm - Shareholder Votes VERISIGN INC/CA shareholders rejected Stockholder Proposal Regarding an Independent Chair Policy at the 2023-05-25 meeting. - Outcome: failed - Meeting: 2023-05-25 source text: Proposal No. 5 – Stockholder Proposal Regarding an Independent Chair Policy The Company’s stockholders did not approve a stockholder proposal requesting an independent chair policy. The voting results were as follows: For: 25,606,453 Against: 62,850,533 Abstain: 115,174 Broker Non-Votes: 5,238,821 evidence_url: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/0001014473-23-000025-index.htm - Shareholder Votes VERISIGN INC/CA shareholders approved To Approve, on a Non-Binding, Advisory Basis, the Frequency of the Executive Compensation Vote at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: Proposal No. 3 – To Approve, on a Non-Binding, Advisory Basis, the Frequency of the Executive Compensation Vote The Company’s stockholders approved, on a non-binding, advisory basis, an annual frequency of stockholder voting on executive compensation. The voting results were as follows: One Year: 86,782,983 Two Years: 13,573 Three Years: 1,682,732 Abstain: 92,872 Broker Non-Votes: 5,238,821 evidence_url: https://www.sec.gov/Archives/edgar/data/1014473/000101447323000025/0001014473-23-000025-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.