VeriSign (VRSN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 22, 2025, with eight director nominees up for election and several key proposals on the agenda.

• 2024 revenue reached $1.56 billion, a 4.3% increase over 2023, with operating income up 5.7% to $1.06 billion.

• The company processed 37.4 million new .com and .net domain registrations in 2024, down from 39.4 million in 2023.

• The company emphasizes its mission to ensure the security, stability, and resiliency of key internet infrastructure.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, advisory vote on executive compensation, ratification of KPMG LLP as auditor, amendment to limit officer liability, and a stockholder proposal to permit action by written consent.

• The Board recommends voting FOR all management proposals and AGAINST the stockholder proposal on written consent.

• The officer exculpation amendment aligns with recent Delaware law changes and aims to attract and retain qualified officers.

Board of directors and corporate governance

• Seven of eight directors are independent; three are women, and two are from underrepresented communities.

• All directors are elected annually under a majority voting standard.

• The Board has Audit, Compensation, Corporate Governance and Nominating, and Cybersecurity Committees, all composed of independent directors.

• The Lead Independent Director has robust responsibilities, including presiding over executive sessions and serving as liaison between the Chairman and independent directors.

• The company has no poison pill and maintains a single class of voting stock with one share, one vote.