OTHER INFORMATION
+Added: Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers
+Added: Effective October 21, 2024, the Board of Directors (the “Board”) of VeriSign, Inc.
+Added: (the “Company”) appointed Debra W.
+Added: McCann to the Board, increasing the size of the Board from eight to nine directors.
+Added: McCann currently serves as Executive Vice President and Chief Financial Officer at Unisys Corporation, a technology and consulting company, a position she has held since May 2022.
+Added: The Board also appointed Ms.
+Added: McCann to serve on the Audit Committee of the Board.
+Added: As a non-employee director, Ms.
+Added: McCann will receive an annual cash retainer of $50,000 and an annual equity award grant of $250,000, made solely in the form of restricted stock units.
+Added: McCann will receive an additional annual cash retainer of $25,000 for her service on the Audit Committee.
+Added: New directors are granted an equity award equal to the pro rata amount of such annual equity award, the amount of which is determined based on the date of such new director's appointment or election to the Board.
+Added: McCann’s cash retainer will also be prorated to reflect her service for a portion of the year.
+Added: In addition, the Company entered into an indemnity agreement with Ms.
+Added: McCann pursuant to which the Company is required to indemnify Ms.
+Added: McCann against certain liabilities which may arise by reason of her status or service as a director of the Company and to advance expenses to her arising from the investigation, defense, settlement or appeal of these liabilities.
+Added: The Company's standard form of indemnity agreement was previously filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission on April 28, 2010.
+Added: There was no arrangement or understanding between Ms.
+Added: McCann and any other person pursuant to which Ms.
+Added: McCann was appointed as a director of the Company.
+Added: There have been no transactions involving the Company or any of its subsidiaries in which Ms.
+Added: McCann has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
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.
−Removed: On May 15, 2024 , Danny McPherson , the Company’s Executive Vice President, Engineering, Operations and Chief Security Officer , terminated an existing Rule 10b5-1(c) trading plan, originally adopted on November 22, 2023.
−Removed: The trading plan permitted the sale of up to 6,000 shares of Company common stock between March 1, 2024 and March 28, 2025, subject to certain conditions.
−Removed: No other directors or executive officers adopted , terminated or modified plans or other arrangements during the quarter ended June 30, 2024.
+Added: There were no directors or executive officers that adopted , terminated or modified plans or other arrangements during the quarter ended September 30, 2024.
As required under Item 6—Exhibits, the exhibits filed as part of this report are provided in this separate section.
16 unchanged sentences
VERISIGN, INC.
−Removed: July 25, 2024 By:
+Added: October 24, 2024 By:
J AMES B IDZOS
Chief Executive Officer
−Removed: July 25, 2024 By:
+Added: October 24, 2024 By:
/ S / G EORGE E.
2 unchanged sentences
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.