VeriSign, Inc.
8-K/A on 05/21/2020   Download
SEC Document
SEC Filing
Correction of vote counttrue0001014473VERISIGN INC/CA 0001014473 2020-05-21 2020-05-21


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K/A
 
 
 
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, 2020
 
 
 
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.
 
 
 
 
 





EXPLANATORY NOTE
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by VeriSign, Inc. on May 21, 2020, which inadvertently omitted the voting results from the 2020 Annual Meeting of Stockholders due to a technical issue. The sole purpose of this Amendment is to include the omitted information.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 21, 2020, VeriSign, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Company’s stockholders voted on four 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
92,435,825
3,152,905
536,411
6,622,036
Yehuda Ari Buchalter
95,871,909
208,299
44,933
6,622,036
Kathleen A. Cote
92,261,940
3,633,517
229,684
6,622,036
Thomas F. Frist III
94,830,481
1,253,372
41,288
6,622,036
Jamie S. Gorelick
94,696,269
1,385,322
43,550
6,622,036
Roger H. Moore
90,107,686
5,974,894
42,561
6,622,036
Louis A. Simpson
90,397,155
5,685,097
42,889
6,622,036
Timothy Tomlinson
90,727,453
5,352,790
44,898
6,622,036
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:
93,534,130

Against:
2,170,223

Abstain:
420,788

Broker Non-Votes:
6,622,036

Proposal No. 3 – 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, 2020. The voting results were as follows:
For:
98,369,016

Against:
4,340,327

Abstain:
37,834

Broker Non-Votes:
0

Proposal No. 4 – Stockholder Proposal Requesting that the Company’s Board of Directors Take Steps to Permit Stockholder Action by Written Consent
The Company’s stockholders did not approve a stockholder proposal requesting that the Company’s Board of Directors take steps to permit stockholder action by written consent. The voting results were as follows:





For:
41,615,389

Against:
53,863,685

Abstain:
646,067

Broker Non-Votes:
6,622,036

 
    






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, 2020
 
By:
 
/s/ Thomas C. Indelicarto
 
 
Thomas C. Indelicarto
 
 
Executive Vice President, General Counsel and Secretary