VeriSign (VRSN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with voting on key proposals including director elections, executive compensation, equity plan amendment, auditor ratification, and a shareholder proposal on board leadership.

• 2025 business highlights include $1.66 billion in revenue (6.4% increase), $1.12 billion operating income (5.9% increase), and 173.5 million .com/.net domain registrations (2.6% increase).

• Company emphasizes mission of enabling secure, stable, and resilient internet infrastructure, with values centered on stewardship, integrity, and continuous improvement.

Voting matters and shareholder proposals

• Board recommends FOR all director nominees, executive compensation, equity plan amendment, and auditor ratification; AGAINST shareholder proposal for an independent chair policy.

• Shareholder proposal seeks to require an independent board chair, citing governance and recent business challenges; board opposes, citing flexibility and existing strong governance.

• Proxy access and special meeting rights are available to shareholders; one share, one vote structure.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; all directors elected annually by majority vote.

• Lead Independent Director has robust responsibilities, including presiding over meetings without the chair, serving as liaison, and meeting with significant shareholders.

• Board committees (Audit, Compensation, Corporate Governance and Nominating, Cybersecurity) are composed entirely of independent directors (except Cybersecurity, which includes the CEO).

• Annual board and committee self-evaluations and leadership structure reviews are conducted.