vrsn-20230411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

VeriSign, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2023 ANNUAL MEETING AND PROXY STATEMENT

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VeriSign, Inc.

12061 Bluemont Way

Reston, Virginia 20190

April 11, 2023

To Our Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (“we,” “our,” “us,” or the “Company”) to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 25, 2023, at 10:00 a.m., Eastern Time.

The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.

We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2022 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.

Thank you for your continued support of the Company.


Sincerely,

/s/ D. James Bidzos
D. James Bidzos

Chairman of the Board of Directors, Executive Chairman, and Chief Executive Officer

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Notice of 2023 Annual Meeting of Stockholders

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes:

Date and Time

May 25, 2023 (Thursday) 10:00 a.m. (Eastern

Location

The Annual Meeting will be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia

Who Can Vote

Only stockholders of record at the close of business on March 31, 2023, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

PROPOSALS

BOARD VOTE

RECOMMENDATION

FOR FURTHER

DETAILS

Election of Eight Directors Named in the Proxy Statement

FOR

each director nominee

Page 10

Advisory Vote to Approve Executive Compensation

FOR

Page 30

Advisory Vote to Approve the Frequency of the Executive Compensation Vote

ONE YEAR

Page 51

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2023

FOR

Page 52

Stockholder Proposal Regarding an Independent Chair Policy

AGAINST

Page 54

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

If you hold your shares as of the record date as a stockholder of record or as a beneficial owner, you or your proxyholder may participate, vote, or submit questions during the meeting. A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2023 Meeting during the 10 days prior to the Annual Meeting upon request to the Office of the Corporate Secretary. In addition, the list of stockholders of record will also be available during the Annual Meeting.

Reston, Virginia

April 11, 2023

By Order of the Board of Directors,

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Secretary


			2023 Proxy Statement			1

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Notice of 2023 Annual Meeting of Stockholders

How to Vote

Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described on the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” in the Proxy Statement, or alternatively, if you have received paper copies of proxy materials, complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting.



Internet	Telephone	Mail	Attending the Meeting
Visit the website listed on your proxy card	Call the telephone number on your proxy card	Sign, date, and return your proxy card in the enclosed envelope	Attend and vote at the Annual Meeting



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 25, 2023: The 2023 Proxy Statement, together with the 2022 Annual Report, are available at www.edocumentview.com/vrsn.

A Notice Regarding the Availability of Proxy Materials or the Proxy Statement and related proxy materials were first sent or made available to stockholders on April 11, 2023.


2			VeriSign, Inc.

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Notice of 202 3 Annual Meeting of Stockholders		1
2022 Business Highlights		4
Verisign’s Mission, Values, and Strategic Framework		4
Voting Roadmap		5
Proposal 1	Election of Directors	10
Independence, Skills, Experience and Diversity		10
Director Nominees		12
Corporate Governance		16
Board Structure and Operations		16
Board Responsibilities		20
Other Governance and Ethics Policies and Practices		23
Environmental, Social and Governance Highlights		25
Proposal 2	Advisory Vote to Approve Executive Compensation	30
Executive Compensation		31
Compensation Discussion and Analysis		31
Compensation Committee Report		39
Compensation Committee Interlocks and Insider Participation		39
Executive Compensation Tables		40
Summary Compensation Table		40
Grants of Plan-Based Awards in 2022		41
Outstanding Equity Awards at 202 2 Year-End		42
Stock Vested in 202 2		43
Potential Payments Upon Termination or Change in Control		43
Equity Compensation Plan Information		46
CEO Pay Ratio		46
Pay Versus Performance		47
Compensation of Directors		49
Non-Employee Director Retainer Fees and Equity Compensation Information		49
Non-Employee Director Compensation Table for 2022		50
Proposal 3	Advisory Vote to Approve the Frequency of the Executive Compensation Vote	51
Proposa l 4	Ratification of Selection of Independent Registered Public Accounting Firm	52
Principal Accountant Fees and Services		52
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors		52
Report of the Audit Committee		53
Proposal 5	Stockholder Proposal Regarding a n Independent Chair Policy	54
Proponent’s Statement		54
Company Statement and Recommendation		55
Stock Ownership Information		57
Security Ownership of Certain Beneficial Owners and Management		57
Section 16(a) Beneficial Ownership Reporting Compliance		58
Stock Ownership Policies		58
Information About the Meeting		60
Voting Rights		60
Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals		60
Adjournment of Annual Meeting		61
Expenses of Soliciting Proxies		61
Internet and Telephone Voting		61
Revocability of Proxies		61
Householding		61
Other Information		62
Stockholder Proposals and Nominations for the 202 4 Annual Meeting of Stockholders		62
Other Business		63
Communicating with Verisign		63


			2023 Proxy Statement			3

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2022 Business Highlights



$1.42 billion Revenue 7.3% increase compared to 2021	$943.1 million Operating Income 8.8% increase compared to 2021	173.8 million .com and .net Domain Name Registrations in Domain Name Base at End of 2022 0.2% increase from December 31, 2021	39.9 million New Domain Name Registrations Processed for .com and .net in 2022 compared to 44.6 million in 2021

Verisign’s Mission, Values, and Strategic Framework

Our mission and values are at the center of everything we do. They are the principles under which we perform our primary responsibility: helping to enable the security, stability, and resiliency of key internet infrastructure and services. Every year, we develop our corporate goals to support this strategy, which are organized around three strategic framework principles: Protect Unconditionally, Grow Responsibly, and Manage Continuously.

Verisign’s Mission

Verisign enables the world to connect online with reliability and confidence, anytime, anywhere.

Verisign’s Values


We are stewards of the internet and our Company Billions of people and a significant portion of the world’s economy rely on the internet infrastructure we help to manage and operate. As stewards of the internet and our Company, we work to ensure every decision and action preserves the trust people place in us and creates value for our stockholder. We are passionate about technology and continuous improvement We embrace new technologies, ideas, and the potential they promise. We also challenge past assumptions and do not accept that what works today will work tomorrow. This enables us to continue building, sustaining, and improving on the internet’s infrastructure.						We respect others and exhibit integrity in our actions The internet has made the world a smaller place, so the way we do business is more important now than ever. That’s why we demonstrate respect and integrity in all of our interactions with our stakeholders — customers, stockholders, business partners, internet users, and each other. We take responsibility for our actions and hold ourselves to a higher standard We understand that the role we play in supporting the global internet is a privilege and with that privilege comes great responsibility. We appreciate that our decisions and actions have consequences far beyond our own Company. Therefore, we hold ourselves to a higher standard in all we do.

Verisign’s Strategic Framework


We protect unconditionally.			We grow responsibly.			We manage continuously.

In this Proxy Statement, the terms “we,” “our,” “us,” “Verisign” or the “Company” refer to VeriSign, Inc.


4			VeriSign, Inc.

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Voting Roadmap

The accompanying proxy is solicited on behalf of our Board of Directors (the “Board”) for use at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 25, 2023 at 10:00 a.m., Eastern Time.

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.


Proposal 1

Election of Directors


			FOR			The Board recommends a vote FOR each director nominee.			See page 10

Director Nominees

The following provides summary information about each director nominee.

COMMITTEE MEMBERSHIP

NAME

AGE

DIRECTOR
SINCE

AUDIT

COMPENSATION

CORPORATE
GOVERNANCE
AND
NOMINATING

CYBERSECURITY

D. James Bidzos

1995

Courtney D. Armstrong IND

2021

Yehuda Ari Buchalter IND

2019

Kathleen A. Cote IND

2008

Thomas F. Frist III IND

2015

Jamie S. Gorelick IND

2015

Roger H. Moore Lead Independent Director

2002

Timothy Tomlinson IND

2007

C – Chairperson M – Member IND – Independent


			2023 Proxy Statement			5

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Voting Roadmap

Director Nominee Snapshot VeriSign NPS Graphics-51.jpg

Corporate Governance Highlights


Board Composition						•7 out of 8 directors are independent. •2 out of 8 directors are women.
Diversity						•2 directors self-identify as being from underrepresented communities (meaning, an individual who self-identifies as Black, African American, Hispanic, Latinx, Asian, Native American, Alaska Native, Native Hawaiian, or Pacific Islander, or who self-identifies as gay, lesbian, bisexual, or transgender).
Annual Election of Directors						•All directors are elected annually.
Majority Voting Standard						•To be elected in uncontested elections, each nominee for director must receive a majority of the votes cast.
Lead Independent Director						•We have a lead independent director with robust responsibilities.
Board Committees						•We have an Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee, each of which is composed entirely of independent directors. •We have a Cybersecurity Committee to assist the Board with its oversight of the Company’s cybersecurity program and risks.
Stockholder Rights						•Stockholders have proxy access rights. •Stockholders owning together as few as 10% of outstanding common stock may call a special meeting of stockholders.
Single Voting Class						•Our common stock is the only class of voting shares outstanding.
One Share, One Vote						•Each share of our common stock is entitled to one vote.
Annual Board Leadership Evaluation						•The Board evaluates the Board leadership structure annually.
Annual Self-Evaluations						•The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
No “Poison Pill”						•We do not have a stockholder rights plan, or “poison pill,” in place.
Annual Auditor Ratification						•Stockholders have the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually.
Stock Retention Policy						•Directors and executives are subject to a stock retention policy.
Political Contributions						•In response to stockholder feedback, we adopted our Political Contributions Policy, which formally established our general prohibition against direct political contributions by the Company to candidates, political parties, campaign committees, and political action committees.


6			VeriSign, Inc.

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Voting Roadmap


Proposal 2

Advisory Vote to Approve Executive Compensation


			FOR			The Board recommends a vote FOR this proposal.			See page 30

Compensation Framework

The chart below shows the three main elements of our executive compensation program, including the percentage that each element comprised in our CEO’s 2022 pay mix at target and our other NEOs’ 2022 average pay mix at target, our objectives for each element of compensation, the factors we use to determine compensation amounts and performance measures.

ELEMENT

OBJECTIVE

FACTORS

MEASURES

CEO

Other NEOs (Average)

Base Salary

(% of Pay Mix at Target)

Provide a guaranteed level of annual income in order to attract and retain our executive talent. Increases are not automatic or guaranteed.

•Job responsibilities and scope

•Experience

•Individual contributions

•Internal pay equity

CEO

Other NEOs (Average)

Annual Incentive Bonus

(% of Pay Mix at Target)

Provide a performance-based incentive for achieving individual goals and the Company’s financial and strategic goals.

•Company performance

•Individual performance

•Revenue

•Operating margin

CEO

Other NEOs (Average)

Long-Term Incentive Compensation

(% of Pay Mix at Target)

Provide an award that both serves a retention purpose and incentivizes executives to manage the Company from the perspective of a stockholder.

•Importance of the executive to Company performance

•Individual contributions

•Future potential of the executive

•Value of executive’s vested and unvested outstanding equity awards (performance-based and time-based restricted stock units)

•Compound annual growth rate (CAGR) of operating income

•Total Shareholder Return (TSR)


			2023 Proxy Statement			7

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Voting Roadmap

Executive Compensation Highlights

Our executive compensation program is designed to attract and retain the executive talent we need to maintain our high performance standards and grow our business for the future. Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long-term performance goals, which in turn will create value for our stockholders. We made no significant changes to our overall approach to executive compensation for 2022.


Pay for Performance Alignment						•For the CEO, 92% of targeted total compensation is performance-based.
						•For other NEOs, 86% of targeted total compensation on average is performance-based.
Compensation Governance Practices and Policies						•Annual Benchmarking of Executive Compensation
						•Independent Compensation Consultant
						•Annual Say-on-Pay Vote
						•Stock Ownership Requirements
						•Clawback Policy
						•Forfeiture Provisions
						•Annual Compensation Risk Assessment
Responsible Pay Practices						•No Employment Contracts
						•No Single Trigger Benefits Upon a Change-in-Control
						•No Tax Gross-Ups Upon a Change-in-Control
						•No Special Pension or Retirement Plans
						•No Significant Perquisites


Proposal 3

To Approve, on a Non-Binding, Advisory Basis, the Frequency of the Executive Compensation Vote


			ONE YEAR			The Board recommends voting for ONE YEAR for the non-binding stockholder advisory vote to approve executive compensation.			See page 51


8			VeriSign, Inc.

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Voting Roadmap


Proposal 4

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2023


			FOR			The Board recommends a vote FOR this proposal.			See page 52

Principal Accountant Fees and Services

The following table presents fees billed for professional services rendered by KPMG LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2022 and December 31, 2021, and fees billed for other services provided by KPMG LLP, in each of the last two completed years.

2022 FEES

2021 FEES

Audit fees(1)

1,815,926

$1,986,852

Audit-related fees

–

Tax fees

–

All other fees(2)

16,500

–

Total fees

1,832,426

$1,986,852

(1)Audit fees consist of fees for the integrated audit of the annual financial statements included in our Annual Reports on Form 10-K, the review of the interim financial statements included in our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements for those years.

(2)All other fees consist of registration fees for three employees to participate in KPMG’s Executive Leadership Institute for Women.


Proposal 5

Stockholder Proposal Regarding an Independent Chair Policy


			AGAINST			The Board recommends a vote AGAINST this stockholder proposal.			See page 54


			2023 Proxy Statement			9

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Proposal 1

Election of Directors

The Board consists of eight directors. Each of the directors was elected to a one-year term at the 2022 Annual Meeting of Stockholders.The terms of the current directors expire upon the election and qualification of the directors to be elected at the Annual Meeting. The Board has nominated each of the current directors, D. James Bidzos; Courtney D. Armstrong; Yehuda Ari Buchalter; Kathleen A. Cote; Thomas F. Frist III; Jamie S. Gorelick; Roger H. Moore; and Timothy Tomlinson, for election at the Annual Meeting to serve until our 2024 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. Proxies cannot be voted for more than eight persons, which is the number of nominees.

Unless otherwise directed, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees, each of whom has consented to serve as a director if elected. In addition, if a proxy card is properly executed and returned but no direction is made, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees. If, at the time of the Annual Meeting, any of the nominees is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected.


			FOR			The Board recommends a vote FOR the election of each of the foregoing director nominees.

Independence, Skills, Experience, and Diversity

Independence of Directors

As required under The Nasdaq Stock Market’s listing standards, a majority of the members of our Board must qualify as “independent directors,” as determined by the Board. The Board and the Corporate Governance and Nominating Committee consulted with our legal counsel to confirm that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of The Nasdaq Stock Market. Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and Verisign, our executive officers, or our independent registered public accounting firm, our Board affirmatively determined on February 14, 2023 that seven out of the eight members of our Board are independent directors. Our independent directors are: Mr. Armstrong; Dr. Buchalter; Ms. Cote; Mr. Frist; Ms. Gorelick; Mr. Moore; and Mr. Tomlinson. Each member of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee is an independent director. Each member of the Cybersecurity Committee other than Mr. Bidzos is an independent director. Mr. Bidzos serves as Executive Chairman and Chief Executive Officer and thus is not considered an independent director.


10			VeriSign, Inc.

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Proposal 1—Election of Directors

Skills, Experience, and Diversity

The chart below shows the range of skills and experience represented on the Board:

BIDZOS

ARMSTRONG

BUCHALTER

COTE

FRIST

GORELICK

MOORE

TOMLINSON

Accounting, Corporate Finance, and Capital Management

Corporate Governance and Ethics

Executive Experience

International/Global Experience

Government and Public Policy

Legal and Regulatory

Other Public Company Board Experience

Risk Management

Strategic Planning and Oversight

Technology and Cybersecurity

BOARD DIVERSITY MATRIX

The table below provides certain highlights of the composition of our Board members and nominees as of March 31, 2023. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Total Number of Directors

SEC Form DEF 14A filed by VeriSign Inc.