🧾 What This Document Is

This is VeriSign's Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting of Stockholders. A proxy statement is a formal document that provides shareholders with the information they need to vote on specific company matters. The meeting will be held on Thursday, May 21, 2026, at 10:00 a.m. Eastern Time at the company's offices in Reston, Virginia.

👉 Why it matters: This document is your voter's guide. It outlines what shareholders are voting on and presents the Board of Directors' recommendations.

🏢 What The Company Does

👉 In simple terms, VeriSign is the internet's backbone operator. It manages and operates critical internet infrastructure, most notably the registry for the .com and .net domains. When you type a .com or .net address, VeriSign's systems help connect you.

Mission: "Enables the world to connect online with reliability and confidence."
Core Business: It's a regulated monopoly. VeriSign has a long-term agreement with ICANN (the Internet Corporation for Assigned Names and Numbers) to be the exclusive operator of the .com and .net registries.
2025 Highlights: The company processed 41.7 million new .com and .net domain registrations, an 11.5% increase from 2024, showcasing steady demand for its core service.

📋 The Proposals: What You're Voting On

The Board recommends a "FOR" vote on Proposals 1-4 and an "AGAINST" vote on Proposal 5.

🗳️ Proposal 1: Elect Seven Directors

The Board proposes electing seven individuals to serve one-year terms. The nominees are:

D. James Bidzos (71) - Founder, Executive Chairman, President & CEO
Courtney D. Armstrong (55) - COO, Paramount Pictures
Yehuda Ari Buchalter (54) - CEO, Place Exchange
Kathleen A. Cote (77) - Lead Independent Director, former tech CEO
Matthew J. Desch (68) - CEO, Iridium Communications (newly appointed in Oct. 2025)
Jamie S. Gorelick (75) - Partner, WilmerHale; former U.S. Deputy Attorney General
Debra W. McCann (53) - CFO, Unisys Corporation

👉 Key Takeaway: The Board emphasizes its independence (6 of 7 are independent), diversity (3 are women), and mix of skills in technology, cybersecurity, finance, legal, and governance.

💰 Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay")

This is a non-binding vote where shareholders express approval or disapproval of the pay for the top executives (Named Executive Officers or NEOs).

Compensation Philosophy: Pay is designed to be "pay-for-performance," with a high percentage (94% for the CEO, 88% average for others) tied to performance-based bonuses and stock awards.
2025 NEOs: D. James Bidzos (CEO), John D. Calys (new CFO), George E. Kilguss III (former CFO), Danny R. McPherson (Chief Security Officer), and Thomas C. Indelicarto (General Counsel).
2025 Shareholder Support: Last year's "Say-on-Pay" vote received 93% approval, indicating strong shareholder support.

📈 Proposal 3: Approve the 2006 Equity Incentive Plan Amendment

The Board asks shareholders to approve amending the company's main stock award plan.

Primary Change: Extend the plan's term for 10 years, to May 21, 2036.
Other Changes: Include technical and administrative updates, such as removing outdated rules related to tax code Section 162(m).
Why it matters: This plan is the tool VeriSign uses to grant stock options and restricted stock units (RSUs) to employees and directors, aligning their interests with shareholders.

📑 Proposal 4: Ratify KPMG LLP as Independent Auditor for 2026

This is a standard annual vote to confirm the selection of the company's accounting firm.

2025 Audit Fees: KPMG billed VeriSign $2,468,569 for audit services.
Total 2025 Fees: $2,458,069 (slightly lower due to a small refund).

⚖️ Proposal 5: Stockholder Proposal on an Independent Chair Policy

A shareholder has proposed that VeriSign adopt a policy requiring the Board Chair to be independent (i.e., not a current or former company employee).

The Company's Stance: The Board recommends voting AGAINST this proposal.
Reasoning: The Board believes its current structure, with an independent Lead Independent Director (Kathleen Cote) who has robust authority, provides effective oversight. They argue a mandatory separation policy is too rigid and removes flexibility.

🏛️ Corporate Governance Highlights

VeriSign showcases its governance practices, which it frames as stockholder-friendly:

Board & Leadership: 6 of 7 directors are independent. They have a strong Lead Independent Director role.
Committee Structure: Includes an Audit, Compensation, Governance, and a unique Cybersecurity Committee (overseeing cybersecurity, AI, and data governance).
Shareholder Rights: No "poison pill" (shareholder rights plan). Stockholders have proxy access rights and can call a special meeting if they own ≥10% of shares.
Policies: Stock retention policy for directors and executives, and a policy generally prohibiting corporate political contributions.

🔮 What's Next

After the May 21, 2026 annual meeting, the company will continue executing its strategy. The outcome of the votes will signal shareholder sentiment on leadership, pay, and governance. Key ongoing focus areas include:

Maintaining the security and stability of the .com and .net registries.
Managing its regulatory relationship with ICANN and governments.
Executing on its strategic framework: "Protect Unconditionally, Grow Responsibly, Manage Continuously."

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Essential Utility: Operates a critical, stable internet monopoly (.com/.net) with predictable, recurring revenue.
- Strong Financials: Solid revenue ($1.66B in 2025) and operating income ($1.12B) growth.
- High Governance Standards: Emphasizes independent oversight, transparent compensation, and shareholder-friendly policies.
- Focus on Security: Dedicated Cybersecurity Committee at the board level underscores the operational priority.
⚠️ Risks:
- Regulatory Risk: Its business is entirely dependent on its contract with ICANN and government approval (e.g., from the U.S. Department of Commerce). Any changes could impact its monopoly status or pricing.
- Growth Limitations: As a mature utility, growth is tied to overall internet expansion and domain registration trends, which can be slow.
- Key Person Dependency: The company's strategy and relationships, especially with regulators, are closely tied to its long-serving founder and CEO, D. James Bidzos.

🧠 The Analogy

VeriSign is like the utility company for a specific, essential neighborhood of the internet (the .com/.net addresses). It doesn't build the houses (websites) or the roads (internet backbone), but it owns and maintains the master street directory and the local power lines that connect every house to the main grid. Its job is to ensure the lights always turn on, reliably and securely, for everyone in that neighborhood. The proxy statement is the annual town hall meeting where the utility's owners (shareholders) get to vote on the board of directors and review the pay of the managers who keep the lights on.

🧩 Final Takeaway

This proxy statement outlines VeriSign's ask for continued shareholder mandate. It seeks approval for its trusted leadership team, its performance-aligned executive pay, and its long-term equity plan, while defending its current board structure against a proposal to mandate an independent chair. At its core, it asks shareholders to endorse stability and continued stewardship of a unique, critical piece of the global internet.

VERISIGN INC/CA — DEF 14A Filing