VeriSign Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: VRSN · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 1014473

Verisign Inc/Ca DEF 14A Filing Summary
FieldDetail
CompanyVerisign Inc/Ca (VRSN)
Form TypeDEF 14A
Filed DateApr 10, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$1.49 billion, $1.0 billion
Sentimentneutral

Sentiment: neutral

Topics: VeriSign, DEF 14A, Proxy Statement, Executive Compensation, Stock Awards

TL;DR

<b>VeriSign Inc. filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and stock awards for fiscal years 2020-2023.</b>

AI Summary

VERISIGN INC/CA (VRSN) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. VeriSign Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024. The filing covers the fiscal year ending December 31, 2023. Information regarding stock awards granted and their fair values for 2023, 2022, 2021, and 2020 is detailed. Executive compensation data, including stock awards for PEO and Non-PEO members, is presented. The company's principal executive offices are located in Reston, VA.

Why It Matters

For investors and stakeholders tracking VERISIGN INC/CA, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including stock awards and their valuations, which can influence voting decisions on executive pay. The detailed breakdown of stock awards across different executive tiers (PEO and Non-PEO) and fiscal years allows for analysis of compensation trends and potential equity dilution.

Risk Assessment

Risk Level: — VERISIGN INC/CA shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

Analyst Insight

Shareholders should review the executive compensation details and stock award information to inform their voting decisions on relevant proposals.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-04-10 — Filing Date (Submission Date)
  • 2020-01-01 to 2023-12-31 — Stock Award Data Range (Fiscal Years Covered)

Key Players & Entities

  • VERISIGN INC/CA (company) — Filer
  • 2024-04-10 (date) — Filing Date
  • Reston, VA (location) — Business Address
  • 1231 (date) — Fiscal Year End

FAQ

When did VERISIGN INC/CA file this DEF 14A?

VERISIGN INC/CA filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by VERISIGN INC/CA (VRSN).

Where can I read the original DEF 14A filing from VERISIGN INC/CA?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by VERISIGN INC/CA.

What are the key takeaways from VERISIGN INC/CA's DEF 14A?

VERISIGN INC/CA filed this DEF 14A on April 10, 2024. Key takeaways: VeriSign Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024.. The filing covers the fiscal year ending December 31, 2023.. Information regarding stock awards granted and their fair values for 2023, 2022, 2021, and 2020 is detailed..

Is VERISIGN INC/CA a risky investment based on this filing?

Based on this DEF 14A, VERISIGN INC/CA presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

What should investors do after reading VERISIGN INC/CA's DEF 14A?

Shareholders should review the executive compensation details and stock award information to inform their voting decisions on relevant proposals. The overall sentiment from this filing is neutral.

How does VERISIGN INC/CA compare to its industry peers?

VeriSign operates in the domain name registry and internet security services sector, providing critical infrastructure for the internet.

Are there regulatory concerns for VERISIGN INC/CA?

As a public company, VeriSign is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings and disclosures.

Industry Context

VeriSign operates in the domain name registry and internet security services sector, providing critical infrastructure for the internet.

Regulatory Implications

As a public company, VeriSign is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings and disclosures.

What Investors Should Do

  1. Analyze the stock award grants for PEO and Non-PEO members for fiscal years 2020-2023.
  2. Review the fair value changes of unvested and vested equity granted in prior years.
  3. Compare executive compensation trends across the reported fiscal years.

Key Dates

  • 2024-05-23: Conformed Period of Report — Indicates the period the filing is reporting on.
  • 2024-04-10: Filed As Of Date — Date the filing was officially submitted to the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document. No prior filing is directly comparable in this format.

Filing Stats: 4,502 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-04-10 16:37:02

Key Financial Figures

  • $1.49 billion — f Contents 2023 Business Highlights $1.49 billion Revenue 4.8% increase compared to 20
  • $1.0 billion — venue 4.8% increase compared to 2022 $1.0 billion Operating Income 6.1% increase compar

Filing Documents

Executive Compensation

Executive Compensation 24 Compensation Discussion and Analysis 24 Compensation Committee Report 32 Compensation Committee Interlocks and Insider Participation 32

Executive Compensation Tables

Executive Compensation Tables 33 Summary Compensation Table 33 Grants of Plan-Based Awards in 202 3 34 Outstanding Equity Awards at 202 3 Year-End 35 Stock Vested in 202 3 36 Potential Payments Upon Termination or Change in Control 36 Equity Compensation Plan Information 39 CEO Pay Ratio 39 Pay Versus Performance 40 Compensation of Directors 42 Non-Employee Director Retainer Fees and Equity Compensation Information 42 Non-Employee Director Compensation Table for 202 3 43 Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm 44 Principal Accountant Fees and Services 44 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors 44 Report of the Audit Committee 45 Stock Ownership Information 46

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 46 Delinquent Section 16(a) Reports 47 Stock Ownership Policies 47 Information About the Meeting 49 Voting Rights 49 Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals 49 Adjournment of Annual Meeting 50 Expenses of Soliciting Proxies 50 Internet and Telephone Voting 50 Revocability of Proxies 50 Householding 50 Other Information 51 Stockholder Proposals and Nominations for the 202 5 Annual Meeting of Stockholders 51 Other Business 52 Communicating with Verisign 52 2024 Proxy Statement 3 Table of Contents 2023 Business Highlights $1.49 billion Revenue 4.8% increase compared to 2022 $1.0 billion Operating Income 6.1% increase compared to 2022 172.7 million .com and .net Domain Name Registrations in Domain Name Base at End of 2023 0.6% decrease from December 31, 2022 39.4 million New Domain Name Registrations Processed for .com and .net in 2023 compared to 39.9 million in 2022 Verisign's Mission, Values, and Strategic Framework Our mission and values are at the center of everything we do. They are the principles under which we perform our primary responsibility: helping to enable the security, stability, and resiliency of key internet infrastructure and services. Every year, we develop our corporate goals to support this strategy, which are organized around three strategic framework principles: Protect Unconditionally, Grow Responsibly, and Manage Continuously. Verisign's Mission Verisign enables the world to connect online with reliability and confidence, anytime, anywhere. Verisign's Values We are stewards of the internet and our Company Billions of people and a significant portion of the world's economy rely on the internet infrastructure we help to manage and operate. As stewards of the internet and our Company, we work to ensure every decision and action preserves the trust people place

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to attract and retain the executive talent we need to maintain our high performance standards and grow our business for the future. Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long-term performance goals, which in turn will create value for our stockholders. We made no significant changes to our overall approach to executive compensation for 2023. Pay for Performance Alignment For the CEO, 92% of targeted total compensation is performance-based. For other NEOs, 87% of targeted total compensation on average is performance-based. Compensation Governance Practices and Policies Annual Benchmarking of Executive Compensation Independent Compensation Consultant Annual Say-on-Pay Vote Stock Ownership Requirements Clawback Policy Forfeiture Provisions Annual Compensation Risk Assessment Responsible Pay Practices No Employment Contracts No Single Trigger Benefits Upon a Change-in-Control No Tax Gross-Ups Upon a Change-in-Control No Special Pension or Retirement Plans No Significant Perquisites Proposal 3 Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2024 FOR The Board recommends a vote FOR this proposal. See page 44 Principal Accountant Fees and Services The following table presents fees billed for professional services rendered by KPMG LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2023 and December 31, 2022, and fees billed for other services provided by KPMG LLP, in each of the last two completed years. 2023 FEES 2022 FEES Audit fees (1) $ 2,021,283 $ 1,815,926 Audit-related fees — — Tax fees — — All other fees (2) 18,000 16,500 Total fees $ 2,039,283 $ 1,832,426 (1) Audit fees consist of fees for the integrated audit of the annual financial statements included in our Annual Reports on F

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