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Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-14 · 68 added, 51 removed, 115 unchanged (51% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as of December 31, 2019 , our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on our management’s evaluation, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as of December 31, 2020, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

11 unchanged sentences

OTHER INFORMATION

On February 11, 2020, the Board appointed Todd B.

Strubbe, 56, as President and Chief Operating Officer of the Company, effective as of that date.

Strubbe previously served as Executive Vice President and Chief Operating Officer since April 2015.

See “Information About Our Executive Officers” in Part I, Item 1 for further information.

Strubbe will continue to earn a base salary at the annual rate of $565,000, payable in accordance with the Company’s standard payroll practices.

Strubbe’s annual incentive bonus target as a percentage of his Base Salary will be increased from 90% to 95% (the “Annual Incentive Bonus”).

The Annual Incentive Bonus is not guaranteed;

the Annual Incentive Bonus is based upon the Company’s achievement of pre-established financial goals, as well as individual performance.

compensation package also includes a $240,000 promotional equity grant, which is in addition to a $2,760,000 annual long-term incentive equity grant, both consisting of 50% performance-based RSUs and 50% time-vesting RSUs.

The metrics associated with the performance-based RSUs consist of two financial measures - compound annual growth rate of operating income per share and the total shareholder return (“TSR”) of Verisign stock compared to the TSR of the S&P 500 Index, each measured over a three-year performance period from January 1, 2020 through December 31, 2022.

Strubbe has no family relationships with any of the Company’s directors or executive officers, and there have been no related party transactions between the Company and Mr.

Strubbe reportable under Item 404(a) of Regulation S-K.

On February 16, 2021, our Board of Directors amended our Bylaws to decrease the aggregate ownership percentage of stockholders needed to call a special meeting from 25% to 10% as described in Article I, Section 2 of the Bylaws.

The amended Bylaws, which were effective upon approval by our Board of Directors, contain certain notice and other requirements relevant to the ability of our stockholders to call a special meeting.

This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.02 to this Form 10-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item relating to our directors and nominees, regarding compliance with Section 16(a) of the Exchange Act, and regarding our Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee will be included under the captions “Proposal No.

Election of Directors,” “Security Ownership of Certain Beneficial Owners” and “Corporate Governance” in our Proxy Statement related to the 2020 Annual Meeting of Stockholders and is incorporated herein by reference (“2020 Proxy Statement”).

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K.

We have adopted a “Verisign Code of Conduct”, which is posted on our website under “Ethics and Business Conduct” at https://investor.verisign.com/corporate-governance.cfm .

The code of conduct applies to all directors, officers and employees, including the principal executive officer, principal financial officer and other senior accounting officers.

We have also adopted the “Corporate Governance Principles for the Board of Directors,” which provide guidance to our directors on corporate practices that serve the best interests of the Company and its shareholders.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the “Verisign Code of Conduct,” to the extent applicable to the principal executive officer, principal financial officer, or other senior accounting officers, by posting such information on our website, on the web page found by clicking through to “Ethics and Business Conduct” as specified above.

The information required by this item regarding our directors and nominees, Audit Committee, Corporate Governance and Nominating Committee, and Compensation Committee will be included under the captions “Proposal No.

1—Election of Directors,” “Security Ownership of Certain Beneficial Owners” and “Corporate Governance” in our Proxy Statement related to the 2021 Annual Meeting of Stockholders and is incorporated herein by reference (our “2021 Proxy Statement”).

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Information About Our Executive Officers” in Part I of this Form 10-K.

We have adopted a written Code of Conduct, which is posted on our Investor Relations website under “Ethics and Business Conduct” at https://investor.verisign.com/corporate-governance .

The Code of Conduct applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, and other senior accounting officers.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct, to the extent applicable to the principal executive officer, principal financial officer, or other senior accounting officers, by posting such information on our website, on the web page found by clicking through to “Ethics and Business Conduct” as specified above.

EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to our 2020 Proxy Statement from the discussions under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation Information” and “Non-Employee Director Compensation Table for Fiscal 2019,” and “Executive Compensation.”

Information required by this item is incorporated herein by reference to our 2021 Proxy Statement from the discussions under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation Information” and “Non-Employee Director Compensation Table for 2020,” and “Executive Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

17 unchanged sentences

(a) Index to Exhibits

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Company has filed certain agreements as exhibits to this Form 10-K.

Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Form 10-K.

These agreements may contain representations and warranties by the parties thereto.

2 unchanged sentences

Incorporated by Reference

Exhibit Description

Filed Herewith

Number Exhibit Description Form Date Number Filed Herewith

2.01 Agreement and Plan of Merger dated as of March 6, 2000, by and among the Registrant, Nickel Acquisition Corporation and Network Solutions, Inc.

8-K 3/8/00 2.1

3.01 Sixth Amended and Restated Certificate of Incorporation of the Registrant.

10-K 2/17/17 3.01

3.02 Bylaws of VeriSign, Inc.

1 unchanged sentence

Bank National Association, as trustee.

8-K 4/17/13 4.1

4.02 Indenture dated as of March 27, 2015 between VeriSign, Inc.

Bank National Association, as trustee.

8-K 3/30/15 4.1

4.03 Indenture, dated as of July 5, 2017, between VeriSign, Inc.

Bank National Association, as trustee.

Incorporated by Reference

Exhibit Description

Filed Herewith

8-K 7/5/17 4.1

4.04 Description of Securities of the Registrant

Incorporated by Reference

Number Exhibit Description Form Date Number Filed Herewith

10.01 Amended and Restated 2007 Employee Stock Purchase Plan, as adopted August 30, 2007, and amended May 25, 2017.

DEF 14A 4/12/17 Appendix A

10.02 Amendment No.

1 unchanged sentence

Department of Commerce managers.

10-K 7/12/07 10.27

10.03 VeriSign, Inc.

Annual Incentive Compensation Plan.

DEF 14A 4/8/15 Appendix A

10.04 Form of Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement].

10-Q 7/27/17 10.01

10.05 Amended and Restated Change-in-Control and Retention Agreement.

10-Q 7/27/17 10.02

10.06 Purchase and Sale Agreement for 12061 Bluemont Way Reston, Virginia between 12061 Bluemont Owner, LLC, a Delaware limited liability company, as Seller and VeriSign, Inc., a Delaware corporation, as Purchaser Dated August 18, 2011.

8-K 9/7/11 10.01

10.07 VeriSign, Inc.

2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit Agreement.

10-Q 7/27/12 10.03

10.08 Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on November 29, 2012.

8-K 11/30/12 10.1

10.09 Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc.

and Department of Commerce, entered into on November 29, 2012.

VeriSign, Inc.

2006 Equity Incentive Plan Employee Restricted Stock Unit Agreement.

8-K 11/30/12 10.2

10.10 VeriSign, Inc.

2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement +

10-Q 4/28/16 10.01

10.11 Credit Agreement dated as of December 12, 2019 among VeriSign, Inc., the Lenders as defined therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P.

Morgan Europe Limited, as London Agent.

8-K 12/13/19 10.1

10.12 VeriSign, Inc.

2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement +

10-K 2/19/16 10.70

10.13 Amendment to the .com Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on October 20, 2016

8-K 10/20/16 10.1

10.14 Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc.

and Department of Commerce, entered into on October 20, 2016

8-K 10/20/16 10.2

10.15 Amendment Number Thirty-Four (34) to the Cooperative Agreement between VeriSign, Inc.

and Department of Commerce, entered into on October 20, 2016

8-K 10/20/16 10.3

10.16 Amended and Restated VeriSign, Inc.

2006 Equity Incentive Plan, as amended and restated +

Incorporated by Reference

Exhibit Description

Filed Herewith

DEF 14A 4/29/16 Appendix A

10.17 .Net Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on June 28, 2017.

8-K 6/28/17 10.1

Incorporated by Reference

Number Exhibit Description Form Date Number Filed Herewith

10.18 Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc.

Department of Commerce, entered into on October 26, 2018

8-K 11/1/18 10.1

10.19 Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, 2018

10-K 2/15/19 10.20

10.20 Second Amendment to the .com Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2019

10-K 2/14/20 10.21

10.21 Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc.

and VeriSign, Inc., dated as of December 10, 2019 †

10-K 2/14/20 10.22

10.22 Third Amendment to the .com Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2020 .

8-K 03/27/20 10.1

10.23 First Amendment to the .net Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on April 27, 2020.

10-Q 10/22/20 10.01

21.01 Subsidiaries of the Registrant.

10-K 2/14/20 21.01

23.01 Consent of Independent Registered Public Accounting Firm.

10 unchanged sentences

* As contemplated by SEC Release No.

33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of VeriSign, Inc.

33-8212, these exhibits are furnished with this Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of VeriSign, Inc.

under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

2 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Commonwealth of Virginia, on the 19 th day of February 2021.

V ERISIGN , I NC .

J AMES B IDZOS

VERISIGN, INC .

Chief Executive Officer

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 19 th day of February 2021.

J AMES B IDZOS

Chief Executive Officer,

Signature Title

JAMES BIDZOS Chief Executive Officer,

Executive Chairman and Director

(Principal Executive Officer)

J AMES B IDZOS

/S/ G EORGE E.

K ILGUSS , III

Chief Financial Officer

/S/ GEORGE E.

KILGUSS, III Chief Financial Officer

(Principal Financial and Accounting Officer)

K ILGUSS , III

/S/ Y EHUDA A RI B UCHALTER

Y EHUDA A RI B UCHALTER

/S/ K ATHLEEN A.

/S/ T HOMAS F.

/S/ J AMIE S.

/S/ R OGER H.

/S/ L OUIS A.

/S/ T IMOTHY T OMLINSON

T IMOTHY T OMLINSON

/S/ YEHUDA ARI BUCHALTER Director

YEHUDA ARI BUCHALTER

/S/ KATHLEEN A.

COTE Director

/S/ THOMAS F.

FRIST III Director

GORELICK Director

MOORE Director

SIMPSON Director

/S/ TIMOTHY TOMLINSON Director

TIMOTHY TOMLINSON

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures