Item 5. Other Information
ITEM 5. OTHER INFORMATION
Advisory Vote on the Frequency of the Executive Compensation Vote
At the Annual Meeting of Stockholders held on May 25, 2023, a majority of shares voted in favor of holding an advisory vote to approve executive compensation every year. Verisign’s Board of Directors has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Board of Directors in the proxy statement for the Annual Meeting, that Verisign will hold an annual advisory vote to approve executive compensation.
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Insider Trading Arrangements
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5 -1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 30, 2023, no such plans or other arrangements were adopted, terminated or modified.
ITEM 6. EXHIBITS
As required under Item 6—Exhibits, the exhibits filed as part of this report are provided in this separate section. The exhibits included in this section are as follows:
Exhibit
Number Exhibit Description Incorporated by Reference
Form Date Number Filed Herewith
10.01 Amendment dated as of June 14, 2023, to the Credit Agreement among Verisign Inc., the Lenders as defined therein and JPMorgan Chase Bank, N.A., as Administrative Agent.
X
10.02 Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers
8-K 6/30/23 10.1
31.01 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).
X
31.02 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).
X
32.01 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). *
X
32.02 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). *
X
101 Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X
* As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the SEC 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.
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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 thereunto duly authorized.
VERISIGN, INC.
Date: July 27, 2023 By: / S / D. J AMES B IDZOS
D. James Bidzos
Chief Executive Officer
Date: July 27, 2023 By: / S / G EORGE E. K ILGUSS , III
George E. Kilguss, III
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.