Item 5. Other Information
ITEM 5. OTHER INFORMATION
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 21, 2025, the Board approved and adopted Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”). The amended Bylaws were effective upon approval by the Board. The Bylaws were amended to, among other things:
• Update the procedural and disclosure requirements for stockholders intending to introduce nominations of directors or propose other business (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), at annual or special meetings of stockholders, including without limitation, to:
▪ require a stockholder conducting a solicitation subject to Rule 14a-19 under the Exchange Act (i.e., “universal proxy card” rules) to provide certain proxy solicitation information to the Company, provide proxy materials to the Company’s stockholders through means provided under the federal securities laws and make certain undertakings related to such solicitation, including to demonstrate that the undertakings have been satisfied
▪ require additional background information and disclosures regarding stockholders proposing such business and other persons related to a stockholder’s solicitation of proxies;
▪ require any stockholder submitting a proposal of other business to make a representation and applicable confirmation as to whether such stockholder intends to solicit proxies from at least the percentage of the Company’s voting shares required under applicable law to carry the proposal; and
▪ clarify that a failure to provide such disclosure or comply with such requirements or the applicable requirements of the Exchange Act rules will result in a stockholder’s nomination or proposal of other business being disregarded; and
• Require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white.
This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.3 to this Form 10-Q.
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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.
There were no directors or executive officers that adopted , terminated or modified plans or other arrangements during the quarter ended June 30, 2025.
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
3.1
Restated Certificate of Incorporation of VeriSign, Inc.
10-K
2/17/17
3.01
3.2
Certificate of Amendment of Restated Certificate of Incorporation of VeriSign, Inc.
8-K
5/22/25
3.1
3.3
Restated Bylaws of VeriSign, Inc.
X
10.1
L etter Agreement for Consulting Service dated May 3 0, 2025 between VeriSign, Inc. and George Kilguss, III
8-K
5/30/25
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 24, 2025 By: / S / D. J AMES B IDZOS
D. James Bidzos
Chief Executive Officer
Date: July 24, 2025 By: / S / JOHN D. CALYS
John D. Calys
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.