VERISIGN INC/CA 10-Q

ITEM 5. OTHER INFORMATION Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Effective October 21, 2024, the Board of Directors (the “Board”) of VeriSign, Inc. (the “Company”) appointed Debra W. McCann to the Board, increasing the size of the Board from eight to nine directors. Ms. 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. The Board also appointed Ms. McCann to serve on the Audit Committee of the Board. As a non-employee director, Ms. 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. Ms. McCann will receive an additional annual cash retainer of $25,000 for her service on the Audit Committee. 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. Ms. McCann’s cash retainer will also be prorated to reflect her service for a portion of the year. In addition, the Company entered into an indemnity agreement with Ms. McCann pursuant to which the Company is required to indemnify Ms. 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. 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. There was no arrangement or understanding between Ms. McCann and any other person pursuant to which Ms. McCann was appointed as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Ms. 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. There were no directors or executive officers that adopted , terminated or modified plans or other arrangements during the quarter ended September 30, 2024. 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 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. 20 Table of Contents 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: October 24, 2024 By: / S / D. J AMES B IDZOS D. James Bidzos Chief Executive Officer Date: October 24, 2024 By: / S / G EORGE E. K ILGUSS , III George E. Kilguss, III Chief Financial Officer 21