VeriSign Annual Report 2019

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FY2019 Annual Report · VeriSign

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ANNUAL REPORT

2019
2020

P R O X Y

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DEAR VERISIGN STOCKHOLDERS:

OUR MISSION

Enable the world to connect online with reliability and
confidence, anytime, anywhere

OUR VALUES
• We are stewards of the internet and our Company
• We are passionate about technology and continuous

improvement

• We respect others and exhibit integrity in our actions
• We take responsibility for our actions and hold ourselves

to a higher standard

The results of 2019 cap not only a solid year but a strong decade during which our goals to protect, grow and manage
extended our record of performance with the following milestones:

• Revenues totaled $1.23 billion for 2019, marking nine straight years of revenue and operating income expansion

since divesting non-core assets.

• The domain name base for .com and .net names ended 2019 with 158.8 million names, up by 5.9 million net new

names which represents a 3.9 percent increase over the base at the end of the prior year.

• During 2019, we repurchased 3.9 million shares, returning $738 million to our stockholders. Since the company’s
inception we have returned more than $10 billion to stockholders through share repurchases and $0.9 billion in
special dividends.

• Our balance sheet remained strong with year-end cash, cash equivalents and marketable securities at $1.22 billion.
• In February, Todd Strubbe was promoted from Executive Vice President and Chief Operating Officer to President

and Chief Operating Officer, further strengthening our senior management team.

• On March 27, 2020, we announced that Verisign and ICANN entered into the Third Amendment to the .com

Registry Agreement which, among other changes, permits Verisign to increase the price of .com domain name
registrations by up to 7% over the previous year, in each of the final four years of each six-year period. However, in
view of the current COVID-19 crisis, we announced on March 25, 2020, that we will freeze registry prices for all of
our Top-Level Domains (TLDs), including .com and .net, through the end of 2020.

Verisign has maintained 100% operational accuracy and stability of the .com and .net domain name system
infrastructure for more than 22 years, helping to keep the world connected online, seamlessly and securely.

In 2020 as people gather to address the global challenges posed by COVID-19 we are protecting our people,
managing our operations, and helping our communities and small businesses through our retail partners. Details and
updates can be found in our company blog which is available at Verisign.com.

We look forward to continuing our commitment to providing security and stability and returning value to stockholders
in 2020.

I would like to extend my thanks to our stockholders, customers, and employees for your ongoing support.

Jim Bidzos
Executive Chairman,
Chief Executive Officer
April 2020

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
————————
FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from

Commission File Number: 000-23593
————————
VERISIGN, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

12061 Bluemont Way,
Reston, Virginia
(Address of principal executive offices)

94-3221585
(I.R.S. Employer
Identification No.)

20190
(Zip Code)

Registrant’s telephone number, including area code: (703) 948-3200
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $0.001 par value per share

Trading Symbol(s)
VRSN

Name of each exchange on which registered
Nasdaq Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant as of June 30, 2019, was $16.1
billion based upon the last sale price reported for such date on the Nasdaq Global Select Market. For purposes of this disclosure, shares of Common Stock held by
persons known to the Registrant (based on information provided by such persons and/or the most recent schedule 13Gs filed by such persons) to beneficially own
more than 5% of the Registrant’s Common Stock and shares held by officers and directors of the Registrant have been excluded because such persons may be
deemed to be affiliates. This determination is not necessarily a conclusive determination for other purposes.

Number of shares of Common Stock, $0.001 par value, outstanding as of the close of business on February 7, 2020: 116,417,738 shares.

Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the 2020 Annual Meeting of Stockholders are incorporated by

DOCUMENTS INCORPORATED BY REFERENCE

reference into Part III

VERISIGN FORM 10-K2019

TABLE OF CONTENTS

Page

Item 1.

Item 1A.

Item 1B.

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

PART I
Business ...............................................................................................................................................................
Risk Factors .........................................................................................................................................................
Unresolved Staff Comments................................................................................................................................
Properties .............................................................................................................................................................
Legal Proceedings................................................................................................................................................
Mine Safety Disclosures ......................................................................................................................................
PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities..............................................................................................................................................................

Selected Financial Data .......................................................................................................................................

Management's Discussion and Analysis of Financial Condition and Results of Operations ..............................

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk...........................................................................

Item 8.

Item 9.

Financial Statements and Supplementary Data ...................................................................................................

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .............................

Item 9A.

Controls and Procedures ......................................................................................................................................

Item 9B.

Other Information ................................................................................................................................................

PART III

Item 10.

Directors, Executive Officers and Corporate Governance ..................................................................................

Item 11.

Executive Compensation .....................................................................................................................................

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...........

Item 13.

Certain Relationships and Related Transactions, and Director Independence ....................................................

Item 14.

Principal Accountant Fees and Services ..............................................................................................................

PART IV

Item 15.

Exhibits, Financial Statement Schedules .............................................................................................................

Item 16.

10-K Summary.....................................................................................................................................................

Signatures ..................................................................................................................................................................................

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VERISIGN FORM 10-K2019

For purposes of this Annual Report, the terms “Verisign”, “the Company”, “we”, “us”, and “our” refer to VeriSign, Inc. and
its consolidated subsidiaries.

PART I

ITEM 1.

BUSINESS

Overview

We are a global provider of domain name registry services and internet infrastructure, enabling internet navigation for many

of the world’s most recognized domain names. We enable the security, stability, and resiliency of key internet infrastructure and
services, including providing root zone maintainer services, operating two of the 13 global internet root servers, and providing
registration services and authoritative resolution for the .com and .net top-level domains (“TLDs”), which support the majority of
global e-commerce.

We were incorporated in Delaware on April 12, 1995. Our principal executive offices are located at 12061 Bluemont Way,

Reston, Virginia 20190. Our telephone number at that address is (703) 948-3200. Our common stock is traded on the Nasdaq
Global Select Market under the ticker symbol VRSN. VERISIGN, the VERISIGN logo, and certain other product or service
names are registered or unregistered trademarks in the U.S. and other countries. Other names used in this Form 10-K may be
trademarks of their respective owners. Our primary website is https://www.Verisign.com. The information available on, or
accessible through, this website is not incorporated in this Form 10-K by reference.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to

those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), are available, free of charge, on the Investor Relations section of our website as soon as is reasonably
practicable after filing such reports with the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC at https://www.sec.gov.

Pursuant to our agreements with the Internet Corporation for Assigned Names and Numbers (“ICANN”), we make available

on our website (at https://www.Verisign.com/zone) files containing all active domain names registered in the .com and .net
registries. At the same website address, we make available a summary of the active zone count registered in the .com and .net
registries and the number of .com and .net domain name registrations in the domain name base. The domain name base is the
active zone plus the number of domain names that are registered but not configured for use in the respective top-level domain
zone file plus the number of domain names that are in a client or server hold status. The domain name base may also reflect
compensated or uncompensated judicial or administrative actions to add or remove from the active zone an immaterial number of
domain names. These files and the related summary data are updated at least once per day. The update times may vary each day.
The number of domain names provided in this Form 10-K are as of midnight of the date reported.

We announce material financial information to our investors using our investor relations website https://

investor.Verisign.com, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use
these channels as well as social media to communicate with our investors and the public about our company, our products and
services, and other issues. It is possible that the information we post on social media could be deemed to be material information.
Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the
social media channels listed below. This list may be updated from time to time on our investor relations website.

https://www.Facebook.com/Verisign
https://www.Twitter.com/Verisign
https://www.LinkedIn.com/company/Verisign
https://www.YouTube.com/user/Verisign
https://www.Verisign.com
https://blog.Verisign.com

The contents of these websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in

any other report or document we file.

VERISIGN FORM 10-K2019

Services

We operate the authoritative directory of and/or the back-end systems for all .com, .net, .cc, .tv, .gov, .jobs, .edu and .name

domain names, among others. Our services allow individuals and organizations to establish their online identities, while providing
the secure, always-on access they need to communicate and transact reliably with large-scale online audiences.

We are the exclusive registry of domain names within the .com, .net, and .name generic top-level domains (“gTLDs”),

among others, under agreements with ICANN and also, with respect to the .com agreement, the U.S. Department of Commerce
(“DOC”). We are also the exclusive registry of domain names within certain transliterations of .com and .net in a number of
different native languages and scripts (“IDN gTLDs”). As a registry, we maintain the master directory of all second-level domain
names (e.g., johndoe.com and janedoe.net) in these gTLDs and IDN gTLDs. Our global constellation of DNS servers provides
internet protocol (“IP”) address information in response to queries, enabling the use of browsers, email systems, and other
systems on the internet. In addition, we own and maintain the shared registration system that allows ICANN-accredited registrars
to enter new second-level domain names into central directories and to submit modifications, transfers, re-registrations, and
deletions for existing second-level domain names (“Shared Registration System”).

In addition to our registry agreements with ICANN, we have agreements to operate the registry for the .tv and .cc country
code top-level domains (“ccTLDs”) for Tuvalu and Cocos (Keeling) Islands, respectively, and to operate the back-end registry
systems for the .gov, .jobs, and .edu sponsored TLDs, among others. These TLDs are also supported by our global constellation of
DNS servers and Shared Registration System.

We also provide internationalized domain name (“IDN”) services that enable internet users to access websites in characters

representing their local language. Our gTLDs and ccTLDs can support standards-compliant registrations in over 100 different
native languages and scripts.

We also perform the root zone maintainer function under an agreement with ICANN for the core of the internet’s DNS and

operate two of the 13 root zone servers that contain authoritative data for the very top of the DNS hierarchy.

Domain names can be registered for between one and 10 years. The fees charged for .com, .net and .name may only be
increased according to adjustments prescribed in our agreements with ICANN over the applicable term. Revenues for .cc and .tv
domain names and our IDN gTLDs are based on a similar fee system and registration system, although the fees charged are not
subject to the same pricing restrictions as those imposed by the DOC on .com, or ICANN with respect to .net and .name. The fees
received from operating the .gov registry are based on the terms of Verisign’s agreement with the U.S. General Services
Administration. The fees received from operating the .jobs registry infrastructure, and that of others for which Verisign provides
such services, are based on the terms of Verisign’s agreements with those respective registry operators.

Operations Infrastructure

Our operations infrastructure consists of three secure data centers in Dulles, Virginia; New Castle, Delaware; and Fribourg,

Switzerland as well as more than 100 resolution sites around the world. Our domain name servers provide the associated
authoritative name servers and IP addresses for every .com and .net domain name on the internet and a large number of other TLD
queries, processing more than 192 billion queries daily. These secure data centers operate 24 hours a day, supporting our business
units and services. The performance and scale of our infrastructure are critical for our business, and give us the platform to
maintain our leadership position. Key features of our operations infrastructure include:

• Distributed Servers: We operate a large number of high-speed servers globally to support localized capacity and

availability demands. In conjunction with our proprietary software, processes and procedures, this platform offers rapid
failover, global and local load balancing, and threshold monitoring on critical servers.

• Networking: We deploy and maintain a redundant and diverse global network, maintain high-speed, redundant

connections to numerous internet service providers, and maintain peering relationships globally to ensure that our critical
services are readily accessible to customers at all times.

• Security: We incorporate architectural concepts such as protected domains, restricted nodes and distributed access
control in our system architecture. In addition, we employ firewalls and intrusion detection software, as well as
proprietary security mechanisms at many points across our infrastructure. We perform recurring internal vulnerability
testing and controls audits, and also contract with third-party security consultants who perform periodic penetration tests
and security risk assessments on our systems. We have engineered resiliency and diversity into how we host classes of
products throughout our set of interconnected sites to mitigate unknown vendor defects and zero-hour security
vulnerabilities. This includes different physical security silos, which themselves are separated into bulkheads, and in
which servers are located. Corporate networks are in their own physical silo. Thus, the corporate networks to which

VERISIGN FORM 10-K2019

Services

We operate the authoritative directory of and/or the back-end systems for all .com, .net, .cc, .tv, .gov, .jobs, .edu and .name

domain names, among others. Our services allow individuals and organizations to establish their online identities, while providing

the secure, always-on access they need to communicate and transact reliably with large-scale online audiences.

We are the exclusive registry of domain names within the .com, .net, and .name generic top-level domains (“gTLDs”),

among others, under agreements with ICANN and also, with respect to the .com agreement, the U.S. Department of Commerce

(“DOC”). We are also the exclusive registry of domain names within certain transliterations of .com and .net in a number of

different native languages and scripts (“IDN gTLDs”). As a registry, we maintain the master directory of all second-level domain

names (e.g., johndoe.com and janedoe.net) in these gTLDs and IDN gTLDs. Our global constellation of DNS servers provides

internet protocol (“IP”) address information in response to queries, enabling the use of browsers, email systems, and other

systems on the internet. In addition, we own and maintain the shared registration system that allows ICANN-accredited registrars

to enter new second-level domain names into central directories and to submit modifications, transfers, re-registrations, and

deletions for existing second-level domain names (“Shared Registration System”).

In addition to our registry agreements with ICANN, we have agreements to operate the registry for the .tv and .cc country

code top-level domains (“ccTLDs”) for Tuvalu and Cocos (Keeling) Islands, respectively, and to operate the back-end registry

systems for the .gov, .jobs, and .edu sponsored TLDs, among others. These TLDs are also supported by our global constellation of

DNS servers and Shared Registration System.

We also provide internationalized domain name (“IDN”) services that enable internet users to access websites in characters

representing their local language. Our gTLDs and ccTLDs can support standards-compliant registrations in over 100 different

native languages and scripts.

We also perform the root zone maintainer function under an agreement with ICANN for the core of the internet’s DNS and

operate two of the 13 root zone servers that contain authoritative data for the very top of the DNS hierarchy.

Domain names can be registered for between one and 10 years. The fees charged for .com, .net and .name may only be

increased according to adjustments prescribed in our agreements with ICANN over the applicable term. Revenues for .cc and .tv

domain names and our IDN gTLDs are based on a similar fee system and registration system, although the fees charged are not

subject to the same pricing restrictions as those imposed by the DOC on .com, or ICANN with respect to .net and .name. The fees

received from operating the .gov registry are based on the terms of Verisign’s agreement with the U.S. General Services

Administration. The fees received from operating the .jobs registry infrastructure, and that of others for which Verisign provides

such services, are based on the terms of Verisign’s agreements with those respective registry operators.

Operations Infrastructure

Our operations infrastructure consists of three secure data centers in Dulles, Virginia; New Castle, Delaware; and Fribourg,

Switzerland as well as more than 100 resolution sites around the world. Our domain name servers provide the associated

authoritative name servers and IP addresses for every .com and .net domain name on the internet and a large number of other TLD

queries, processing more than 192 billion queries daily. These secure data centers operate 24 hours a day, supporting our business

units and services. The performance and scale of our infrastructure are critical for our business, and give us the platform to

maintain our leadership position. Key features of our operations infrastructure include:

• Distributed Servers: We operate a large number of high-speed servers globally to support localized capacity and

availability demands. In conjunction with our proprietary software, processes and procedures, this platform offers rapid

failover, global and local load balancing, and threshold monitoring on critical servers.

• Networking: We deploy and maintain a redundant and diverse global network, maintain high-speed, redundant

connections to numerous internet service providers, and maintain peering relationships globally to ensure that our critical

services are readily accessible to customers at all times.

• Security: We incorporate architectural concepts such as protected domains, restricted nodes and distributed access

control in our system architecture. In addition, we employ firewalls and intrusion detection software, as well as

proprietary security mechanisms at many points across our infrastructure. We perform recurring internal vulnerability

testing and controls audits, and also contract with third-party security consultants who perform periodic penetration tests

and security risk assessments on our systems. We have engineered resiliency and diversity into how we host classes of

products throughout our set of interconnected sites to mitigate unknown vendor defects and zero-hour security

vulnerabilities. This includes different physical security silos, which themselves are separated into bulkheads, and in

which servers are located. Corporate networks are in their own physical silo. Thus, the corporate networks to which

personnel directly connect are separated from the silos that house production services; administration of production gear
from corporate systems must go through an internal, fortified intermediary; and account credentials used within the
corporate networks are not used within the production silos, nor on the fortified systems.

• Data Integrity: We employ both phased and systemic integrity validation operations via a number of proprietary

mechanisms on all internal DNS publication operations.

We have continuously expanded our infrastructure to meet demands to support normal and peak system load and attack

volumes based on what we have experienced historically, as well as to address projected internet attack trends.

Call Centers and Help Desk: We provide customer support services through phone-based call centers, email help desks and
web-based self-help systems. Our Virginia call center is staffed with trained customer support agents 24 hours a day, every day of
the year.

Operations Support and Monitoring: Through our network operations center, we have an extensive monitoring capability

that enables us to track the status and performance of our critical database systems and our global resolution systems. Our
network operations center is staffed 24 hours a day, every day of the year.

Disaster Recovery Plans: We have disaster recovery and business continuity capabilities that are designed to deal with the
loss of entire data centers and other facilities. We maintain dual mirrored data centers that allow rapid failover with no data loss
and no loss of function or capacity, as well as off-continent tertiary facilities. Our critical data services (including domain name
registration and global resolution) use advanced storage systems that provide data protection through techniques such as
synchronous mirroring and remote replication.

Marketing, Sales and Distribution

We seek to expand our business through focused marketing campaigns and programs that target growth in the .com and .net
domain name base, both domestically and in foreign markets. We offer promotional marketing programs for our registrars based
upon market conditions and the business environment in which the registrars operate. We provide tools to be used by both
registrars and end users to enable them to find relevant domain names. We have marketing and sales offices in several countries
around the world.

Research and Development

We believe that timely development of new and enhanced services, including monitoring and visualization, registry
provisioning platforms, navigation and resolution services, data services, value added services, and new and enhanced ways to
ensure the security, stability, and resiliency of our services, is necessary to remain competitive in the marketplace.

Our future success will depend, in large part, on our ability to continue to maintain and enhance our current technologies

and services and to develop new ones. We actively investigate and incubate new concepts and evaluate new business ideas
through our innovation pipeline. We expect that most of the future enhancements to our existing services and our new services
will be the result of internal development efforts in collaboration with suppliers, other vendors, customers, and the technology
community. Under certain circumstances, we may also acquire or license technology from third parties.

The markets for our services are dynamic, characterized by rapid technological developments, frequent new product
introductions, and evolving industry standards. The constantly changing nature of these markets and their rapid evolution will
require us to continually improve the performance, features, and reliability of our services, particularly in response to competitive
offerings, and to introduce both new and enhanced services as quickly as possible and prior to our competitors.

Competition

We face competition in the domain name registry space from other gTLD and ccTLD registries that are competing for the
business of entities and individuals that are seeking to obtain a domain name registration, establish an online presence, as well as
other uses of domain names, such as branded email. In addition to the gTLDs and ccTLDs we operate or for which we provide
back-end registry services, there are over 1,200 other operational gTLD registries, over 250 Latin script ccTLD registries, more
than 50 IDN ccTLD registries, and over 90 IDN gTLD registries. Under our agreements with ICANN, we are subject to certain
restrictions in the operation of .com, .net and .name on pricing, bundling, marketing, methods of distribution, the introduction of
new registry services, and use of registrars, that do not apply to ccTLDs and other gTLDs and therefore may create a competitive
disadvantage.

To the extent end-users navigate using search engines or social media, or transact on e-commerce platforms, as opposed to
direct navigation, we face competition from search engines such as Google, Bing, Yahoo!, and Baidu, social media networks such

VERISIGN FORM 10-K2019

as Facebook and WeChat, e-commerce platforms such as Amazon, eBay and Taobao, and microblogging tools such as Twitter. In
addition, we face competition from these social media businesses and e-commerce platforms if they are used by businesses and
individuals to establish an online presence rather than through the use of a domain name. Furthermore, to the extent end-users
increase the use of web and mobile applications to locate and access content, we face competition from providers of such web and
mobile applications.

New technologies and the expansion of existing technologies may increase competitive pressure. In addition, our markets
are characterized by announcements of collaborative relationships involving our competitors. The existence or announcement of
any such relationships could adversely affect our ability to attract and retain customers.

We compete with numerous companies that offer outsourced domain name registration, resolution and other DNS services

to registries that require a reliable and scalable infrastructure. Among our competitors are Afilias plc, CentralNic Ltd., and
Neustar, Inc.

Industry Regulation

The internet is governed under a multi-stakeholder model comprising civil society, the private sector including for-profit

and not-for-profit organizations such as ICANN, governments including the U.S. government, academia, non-governmental
organizations, and international organizations. ICANN plays a central coordination role in the multi-stakeholder system. ICANN
is mandated through its bylaws to uphold a private sector-led multi-stakeholder approach to internet governance for the public
benefit. The multi-stakeholder process has and will continue to create policies, programs, and standards that directly or indirectly
impact or affect our business. In addition, country-level regulations, such as those implemented by China, impose additional costs
on our business, can affect the growth or renewal rates of domain name registrations, and may also affect our ability to do
business. For example, under its internet domain name regulations, China’s Ministry of Industry and Information Technology
awarded licenses for the continued operation of the .com and .net TLDs in China. These licenses must be renewed in 2022.
Domestically and abroad, legislative and regulatory bodies continue to enhance and modify data privacy protections, which
impact our collection and delivery of personal data as we provide our domain name registry services and could affect our costs of
operation.

As the exclusive registry of domain names within the .com and .net gTLDs, we have entered into certain agreements with

ICANN and, in the case of .com, the DOC under a Cooperative Agreement.

.com Registry Agreement

The extension of the .com Registry Agreement effective on October 20, 2016 provides that we will continue to be the sole
registry operator for domain names in the .com gTLD through November 30, 2024. As part of the extension of the .com Registry
Agreement, the Company and ICANN agreed to cooperate and negotiate in good faith to amend the terms of the .com Registry
Agreement: (i) by October 20, 2018, to preserve and enhance the security and stability of the internet or the .com TLD, and (ii) as
may be necessary for consistency with changes to, or the termination or expiration of, the Cooperative Agreement. On January 3,
2020, the Company and ICANN announced that they reached a proposed agreement to amend the .com Registry Agreement
(“Proposed .com Amendment”) and to enter into a new proposed framework for working together on initiatives related to the
security, stability and resiliency of the DNS in the form of a binding Letter of Intent (“Proposed LOI”). Together, these
agreements satisfy the requirements described above as part of the .com Registry Agreement extension. In conjunction with the
public announcement, ICANN published the Proposed .com Amendment and Proposed LOI for public comment until February
14, 2020. Following the close of the comment period and review of the public comments, ICANN will prepare and publish a
summary and analysis report. Thereafter, ICANN and Verisign will determine whether to enter into the Proposed .com
Amendment and Proposed LOI.

The Proposed .com Amendment, among other items, incorporates the applicable terms of Amendment 35 to the Cooperative

Agreement. Specifically, the Proposed .com Amendment would allow Verisign to increase the Maximum Price (as defined in
the .com Registry Agreement) of a .com domain name registration by up to 7% in each of the final four years of each six-year
period. The first such six-year period began on October 26, 2018. The Proposed .com Amendment also clarifies that the
restrictions on the. com Registry Agreement relating to vertical integration apply solely to the .com TLD.

The Proposed .com Amendment also clarifies that Verisign’s ability to increase prices by 7% over the previous year due to

new ICANN specifications or polices adopted by ICANN pursuant to the procedures set forth in its bylaws and due process
(“Consensus Policies”) or documented extraordinary expense may occur only in years where Verisign does not otherwise take the
price increases described above. In addition, it sets forth additional obligations, including updated technical and reporting
requirements that are similar to requirements in ICANN’s new gTLD base agreement.

VERISIGN FORM 10-K2019

The Proposed LOI formalizes a framework by which ICANN and the Company will work together to support additional

enhancements to the security and stability of the DNS. The Proposed LOI provides that the Company will, make payments
annually to ICANN totaling $20 million over five years, beginning on January 1, 2021, to support ICANN’s initiatives to preserve
and enhance the security, stability and resiliency of the DNS, including root server system governance, mitigation of DNS
security threats, promotion and/or facilitation of DNSSEC deployment, the mitigation of name collisions and research into the
operation of the DNS. A material term of the Proposed LOI is a signed confirmation by an ICANN offer confirming that ICANN
incurred costs in the amount of Verisign’s support payment during each period.

The .com Registry Agreement includes a number of obligations, including, on a quarterly basis, that we pay $0.25 to
ICANN for each annual term of a domain name registered or renewed during such quarter. In addition, we are required to comply
with and implement temporary specifications or policies (“Temporary Policies”) and Consensus Policies, as well as other
provisions relating to registry operations.

The .com and .net Registry Agreements with ICANN contain a “presumptive” right of renewal upon the expiration of their
current terms. ICANN could terminate or refuse to renew our .com and/or .net Registry Agreements if, upon proper notice, (i) we
fail to cure a fundamental and material breach of certain specified obligations, and (ii) we fail to timely comply with a final
decision of an arbitrator or court. See “Risk Factors - Risks arising from our agreements governing our business could limit our
ability to maintain or grow our business” in Part I, Item 1A of this Annual Report on Form 10-K for further information. Our .com
and .net Registry Agreements contain obligations to provide access to our systems, restrictions on our ability to market and
bundle our products and services, and restrictions on our ability to control our registrar channel or own a registrar. The .com
and .net Registry Agreements also provide a procedure for Verisign to propose, and ICANN to review and approve, certain
changes to registry services and requests by Verisign to offer additional registry services. The .com and .net Registry Agreements
contain service level agreements for the availability of our DNS resolution services, our shared registration system, and our
Whois services.

Cooperative Agreement

Verisign and the DOC entered into Amendment 35 of the Cooperative Agreement on October 26, 2018, which, among other

items, extends the term of the Cooperative Agreement until November 30, 2024. The Cooperative Agreement will automatically
renew on the same terms for successive six-year terms unless the DOC provides written notice of non-renewal 120 days prior to
the end of the then-current term. Under Amendment 35, standard renewals of the .com Registry Agreement with ICANN will not
require further DOC approval, although removal of, or any changes to the pricing section (other than as approved in Amendment
35), changes to the vertical integration provisions (other than the clarification approved in Amendment 35), changes to the
security, stability and resiliency posture as reflected in the functional or performance specifications (including the SLAs), the
conditions for renewal or termination, or to the Whois service (except as mandated by ICANN through Temporary or Consensus
Policies), as set forth in the Amendment 35, would require further DOC approval. As was the case with prior amendments, the
DOC’s approval of Amendment 35 was not intended to confer federal antitrust immunity on Verisign with respect to the .com
Registry Agreement.

Under Amendment 35 to the Cooperative Agreement, the Maximum Price (as defined in the .com Registry Agreement) of

a .com domain name may be increased without further DOC approval by up to 7% in each of the final four years of each six-year
period. The first such six-year period began on October 26, 2018. The changes to the Maximum Price under Amendment 35 are
not effective until such price increases are incorporated in the .com Registry Agreement with ICANN through the Proposed .com
Amendment. Further, we are entitled to increase the Maximum Price of a .com domain name due to the imposition of any new
Consensus Policy or documented extraordinary expense resulting from an attack or threat of attack on the Security or Stability of
the DNS as described in the .com Registry Agreement (and as may be further clarified in the Proposed .com Amendment),
provided that we may not exercise such right unless the DOC provides prior written approval that the exercise of such right will
serve the public interest, such approval not to be unreasonably withheld. The Cooperative Agreement further provides that we
shall be entitled at any time during the term of the .com Registry Agreement to seek to remove the pricing restrictions contained
in the .com Registry Agreement if we demonstrate to the DOC that market conditions no longer warrant pricing restrictions in
the .com Registry Agreement, as determined by the DOC. Also, under Amendment 35, we clarified that the restrictions in
the .com Registry Agreement relating to vertical integration apply solely to the .com TLD. As to the .com TLD, we are not
permitted to acquire, directly or indirectly, control of, or a greater than 15% ownership interest in, any ICANN-accredited
registrar that sells .com domain names. In addition, under Amendment 35, we have agreed to continue to operate the .com TLD in
a content-neutral manner and to work within ICANN processes to promote the development of content-neutral policies for the
operation of the DNS.

VERISIGN FORM 10-K2019

.net Registry Agreement

We entered into a renewal of our .net Registry Agreement with ICANN that was effective on July 1, 2017. The .net Registry

Agreement provides that we will continue to be the sole registry operator for domain names in the .net TLD through June 30,
2023.

Root Zone Maintainer Service Agreement

In the fourth quarter of 2016, we entered into a new agreement with ICANN, the Root Zone Maintainer Service Agreement
(“RZMA”) under which we perform the Root Zone Maintainer functions on behalf of ICANN. The RZMA will expire on October
19, 2024, with an automatic renewal, unless earlier terminated.

The descriptions of the .com Registry Agreement, the Cooperative Agreement, and the .net Registry Agreement are
qualified in their entirety by the text of the complete agreements that are incorporated by reference as exhibits in this Form 10-K.

Intellectual Property

We rely on a combination of copyrighted software, trademarks, service marks, patents, trade secrets, know-how, restrictions

on disclosure, and other methods to protect our proprietary assets. We also enter into confidentiality and/or intellectual property
assignment agreements with our employees, consultants and current and potential affiliates, customers and business partners. We
also control access to and distribution of proprietary documentation and other confidential information.

We have been issued numerous patents in the U.S. and abroad, covering a wide range of our technologies. Additionally, we
continue to file numerous patent applications with respect to certain of our technologies in the U.S. Patent and Trademark Office
and internationally. Patents may not be awarded with respect to these applications and even if such patents are awarded, such
patents may not provide sufficient protection of our technologies. We continue to focus on growing our patent portfolio and
consider opportunities for its strategic use.

We have obtained trademark registrations for the VERISIGN mark and VERISIGN logo in the U.S. and certain countries,
and have pending trademark applications for the VERISIGN logo in a number of other countries. We have common law rights in
other proprietary names. We take steps to enforce and police Verisign’s trademarks. We rely on the strength of our Verisign brand
to help differentiate ourselves in the marketing of our products and services.

Our principal intellectual property consists of, and our success is dependent upon, proprietary software used in our business
and certain methodologies (many of which are patented or for which patent applications are pending) and technical expertise and
proprietary know-how we use in both the design and implementation of our current and future registry services. We own our
proprietary Shared Registration System through which registrars submit second-level domain name registrations for each of the
registries we operate, as well as the ATLAS distributed lookup system which processes billions of queries per day. Some of the
software and protocols used in our business are in the public domain or are otherwise available to our competitors, and some are
based on open standards set by organizations such as the Internet Engineering Task Force. To the extent any of our patents are
considered “standard essential patents,” we may be required to license such patents to our competitors on reasonable and non-
discriminatory terms or otherwise be limited in our ability to assert such patents.

Employees

The following table shows a comparison of our consolidated employee headcount, by function:

As of December 31,

2019

2018

2017

Employee headcount by function:

Cost of revenues...........................................................................................................................
Sales and marketing .....................................................................................................................
Research and development ..........................................................................................................
General and administrative ..........................................................................................................
Total ......................................................................................................................................

259

71
214
328
872

281

84
219
316
900

288

133
226
305
952

We have never had a work stoppage, and no U.S.-based employees are represented under collective bargaining agreements.

Our ability to achieve our financial and operational objectives depends in large part upon our continued ability to attract,
integrate, train, retain, and motivate highly qualified sales, technical and managerial personnel, and upon the continued service of
our senior management and key sales and technical personnel. Competition for qualified personnel in our industry and in some of
our geographical locations is intense, particularly for software development personnel.

VERISIGN FORM 10-K2019

Information About Our Executive Officers

The following table sets forth information regarding our executive officers as of February 14, 2020:

Name

Age

Position

D. James Bidzos.......................................................
Todd B. Strubbe .......................................................
George E. Kilguss, III ..............................................
Thomas C. Indelicarto..............................................

64 Executive Chairman and Chief Executive Officer
56 President and Chief Operating Officer
59 Executive Vice President, Chief Financial Officer
56 Executive Vice President, General Counsel and Secretary

D. James Bidzos has served as Executive Chairman since August 2009 and Chief Executive Officer since August 2011.
He served as President from August 2011 to February 2020. He served as Executive Chairman and Chief Executive Officer on
an interim basis from June 2008 to August 2009 and served as President from June 2008 to January 2009. He served as
Chairman of the Board since August 2007 and from April 1995 to December 2001. He served as Vice Chairman of the Board
from December 2001 to August 2007. Mr. Bidzos served as a director of VeriSign Japan from March 2008 to August 2010 and
served as Representative Director of VeriSign Japan from March 2008 to September 2008. Mr. Bidzos served as Vice Chairman
of RSA Security Inc., an internet identity and access management solution provider, from March 1999 to May 2002, and
Executive Vice President from July 1996 to February 1999. Prior thereto, he served as President and Chief Executive Officer of
RSA Data Security, Inc. from 1986 to February 1999.

Todd B. Strubbe has served as Chief Operating Officer since April 2015 and President since February 2020. From

September 2009 to April 2015, he served as the President of the Unified Communications Business Segment for West
Corporation, a provider of technology-driven communications services. Prior to this, he was a co-founder and Managing
Partner of Arbor Capital, LLC. He has also served in executive leadership positions at First Data Corporation and CompuBank,
N.A. and as an associate and then as an engagement manager with McKinsey & Company, Inc. He also served for five years as
an infantry officer with the United States Army. Mr. Strubbe holds an M.B.A. degree from Harvard Business School and a B.S.
degree from the United States Military Academy at West Point.

George E. Kilguss, III has served as Chief Financial Officer since May 2012. From April 2008 to May 2012, he was the

Chief Financial Officer of Internap Network Services Corporation, an IT infrastructure solutions company. From December
2003 to December 2007, he served as the Chief Financial Officer of Towerstream Corporation, a company that delivers high
speed wireless internet access to businesses. Mr. Kilguss holds an M.B.A. degree from the University of Chicago’s Graduate
School of Business and a B.S. degree in Economics and Finance from the University of Hartford.

Thomas C. Indelicarto has served as General Counsel and Secretary since November 2014. From September 2008 to
November 2014, he served as Vice President and Associate General Counsel. From January 2006 to September 2008, he served
as Litigation Counsel. Prior to joining the Company, Mr. Indelicarto was in private practice as an associate at Arnold & Porter
LLP and Buchanan Ingersoll (now, Buchanan Ingersoll & Rooney, PC). Mr. Indelicarto also served as a U.S. Army officer for
nine years. Mr. Indelicarto holds a J.D. degree from the University of Pittsburgh School of Law and a B.S. degree from Indiana
University of Pennsylvania.

VERISIGN FORM 10-K2019

ITEM 1A.

RISK FACTORS

Please carefully consider the following discussion of significant factors, events and uncertainties that make an investment

in our securities risky. In addition to other information in this Form 10-K, the following risk factors should be carefully
considered in evaluating us and our business. When the factors, events and contingencies described below or elsewhere in this
Form 10-K materialize, our business, operating results, financial condition, reputation, cash flows or prospects can be
materially adversely affected. In such case, the trading price of our common stock could decline and you could lose part or all
of your investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also
materially adversely affect our business, operating results, financial condition, reputation, cash flows and prospects. Actual
results could differ materially from those projected in the forward-looking statements contained in this Form 10-K as a result of
the risk factors discussed below and elsewhere in this Form 10-K and in other filings we make with the SEC.

Risks arising from our agreements governing our business could limit our ability to maintain or grow our business.

We are parties to (i) a Cooperative Agreement, as amended, with the DOC with respect to the .com gTLD and (ii) Registry
Agreements with ICANN with respect to the .com, .net, .name, and other gTLDs including our IDN gTLDs. As substantially all
of our revenues are derived from operation of these gTLDs, limitations and obligations in, or changes or challenges to, these
agreements, particularly the agreements that involve .com and .net, could have a material adverse impact on our business.
Certain competing registries, such as the ccTLDs, are not subject to the same limitations or obligations that we are subject to in
our agreements. Verisign and the DOC entered into Amendment 35 to the Cooperative Agreement on October 26, 2018, which,
among other things, extends the term of the Cooperative Agreement through November 30, 2024. As amended by Amendment
35, the Cooperative Agreement will automatically renew on the same terms for successive six-year terms unless the DOC
provides written notice of non-renewal within 120 days prior to the end of the then-current term. Further changes to the
Cooperative Agreement require the mutual agreement of the DOC and the Company.

Modifications or Amendments. In October 2016, the Company and ICANN entered into an amendment to extend the term

of the .com Registry Agreement to November 30, 2024 (“First .com Amendment”). As part of the First .com Amendment, the
Company and ICANN agreed to negotiate in good faith to amend the terms of the .com Registry Agreement: (i) by October 20,
2018, to preserve and enhance the security and stability of the internet or the .com TLD, and (ii) as may be necessary for
consistency with changes to, or the termination or expiration of, the Cooperative Agreement. On January 3, 2020, the Company
and ICANN announced that they reached a proposed agreement to amend the .com Registry Agreement (“Proposed .com
Amendment”) and to enter into a new proposed framework for working together on initiatives related to the security, stability
and resiliency of the DNS in the form of a binding Letter of Intent (“Proposed LOI”). Together these agreements satisfy the
requirements described as part of the First .com Amendment. In conjunction with the public announcement, ICANN published
the Proposed .com Amendment and the Proposed LOI for public comment until February 14, 2020. Although we do not
anticipate changes to these documents, we can provide no assurance that modifications will not be made in connection with the
public comment process or otherwise. See the “Industry Regulation” section in Part I, Item 1 for further information.

Under the Cooperative Agreement, as amended by Amendment 35, standard renewals of the .com Registry Agreement
will not require further DOC approval, although removal of, or any changes to the pricing section (other than as approved in
Amendment 35), changes to the vertical integration provisions (other than the clarification approved in Amendment 35),
changes to the security, stability and resiliency posture as reflected in the functional or performance specifications (including
the SLAs), changes to the conditions for renewal or termination, or changes to the Whois service (other than such changes
mandated by ICANN through temporary specifications or policies (“Temporary Policies”) and specifications or polices adopted
by ICANN pursuant to the procedures set forth in its bylaws and due process (“Consensus Policies”)), as set forth in
Amendment 35, the prior written approval of the DOC is required. We can provide no assurances that such approval would be
provided.

In addition, our Registry Agreements for new gTLDs, including the Registry Agreements for our IDN gTLDs, include

ICANN’s right to amend the agreements without our consent, which could impose unfavorable contract obligations on us that
could impact our plans and competitive positions with respect to new gTLDs. At the time of renewal of our .com or .net
Registry Agreements, ICANN might also attempt to impose this same unilateral right to amend these Registry Agreements
under certain conditions. ICANN has also included new mandatory obligations on new gTLD registry operators, including us,
that may increase the risks and potential liabilities associated with operating new gTLDs. ICANN might seek to impose these
new mandatory obligations in our other Registry Agreements under certain conditions. We can provide no assurance that any
changes to our Registry Agreements as a result of the above obligations will not have a material adverse impact on our
business, operating results, financial condition, and cash flows.

Pricing. Under the terms of the Cooperative Agreement, as amended by Amendment 35, the Company and ICANN may

agree to amend the terms of the .com Registry Agreement to permit the price of registrations or renewals of .com domain names
to be increased by up to 7% per year in each of the final four years of each six-year period beginning on October 26, 2018. The
Proposed .com Amendment would allow such price increases.

VERISIGN FORM 10-K2019
In addition, we are entitled to increase the price up to 7% due to the imposition of any new Consensus Policies or
documented extraordinary expense resulting from an attack or threat of attack on the security and stability of the DNS
(“Extraordinary Expense”). The Proposed .com Amendment would clarify that Verisign’s ability to increase prices due to a
Consensus Policy or Extraordinary Expense may occur only in years where Verisign does not take a price increase as described
in the above paragraph. It is uncertain whether circumstances would arise that would permit a price increase due to a
Consensus Policy or Extraordinary Expense, or if they do, whether we would seek to increase the price for .com domain name
registrations for this reason.

We also have the right under the Cooperative Agreement to seek the removal of these pricing restrictions if we

demonstrate to the DOC that market conditions no longer warrant such restrictions. However, it is uncertain whether we will
seek the removal of such restrictions, or whether the DOC would approve the removal of such restrictions. In comparison,
under the terms of the .net and .name Registry Agreements with ICANN, we are permitted to increase the price of domain name
registrations and renewals in these TLDs up to 10% per year. Additionally, ICANN’s registry agreements for new gTLDs do not
contain such pricing restrictions.

Vertical integration. Under Amendment 35, the parties clarified that the restrictions in the .com Registry Agreement

relating to vertical integration apply solely to the .com TLD. This clarification is now set forth in the Proposed .com
Amendment. As to the .com TLD, we are not permitted to acquire, directly or indirectly, control of, or a greater than 15%
ownership interest in, any ICANN-accredited registrar that sells .com domain name registrations. Historically, all gTLD
registry operators were subject to a vertical integration prohibition; however, ICANN has established a process whereby
registry operators may seek ICANN’s approval to remove this restriction, and ICANN has approved such removal for certain
other registry operators. Additionally, ICANN’s registry agreement for new gTLDs generally permits such vertical integration,
with certain limitations including ICANN’s right, but not the obligation, to refer such vertical integration activities to
competition authorities. If we seek to become vertically integrated, except with respect to .com, it is uncertain whether approval
to do so would be obtained under ICANN’s processes. Furthermore, even if we obtain such approval, we can provide no
assurances that we will enter the domain name retail market, or that we will be successful if we choose to do so. If registry
operators of other TLDs, including ccTLDs, are able to obtain competitive advantages through vertical integration, and we are
not, it could materially harm our business.

Renewal and Termination. Our .com, .net, and .name Registry Agreements with ICANN contain “presumptive” rights of

renewal upon the expiration of their current terms on November 30, 2024, June 30, 2023 and August 15, 2020, respectively. The
Registry Agreements for our new gTLDs including our IDN gTLDs are subject to a 10-year term and contain similar
“presumptive” renewal rights. If certain terms in our .com and .net Registry Agreements are not similar to such terms generally
in effect in the registry agreements of the five largest gTLDs, then a renewal of these agreements shall be upon terms
reasonably necessary to render such terms similar to the registry agreements for those other gTLDs. There can be no assurance
that such terms, if they apply, will not have a material adverse impact on our business. A failure by ICANN to approve the
renewal of the .com Registry Agreement prior to the expiration of its current term on November 30, 2024 or to approve the
renewal of the .net Registry Agreement prior to or upon the expiration of its current term on June 30, 2023, would have, absent
an extension, a material adverse effect on our business. ICANN could terminate or refuse to renew our .com or .net Registry
Agreements if, upon proper notice, (i) we fail to cure a fundamental and material breach of certain specified obligations, and (ii)
we fail to timely comply with a final decision of an arbitrator or court. ICANN’s termination or refusal to renew either the .com
or .net Registry Agreement would have a material adverse effect on our business.

Consensus Policies. Our Registry Agreements with ICANN require us to implement Consensus Policies and Temporary

Policies. ICANN could adopt Consensus Policies or Temporary Policies that are unfavorable to us as the registry operator
of .com, .net and our other gTLDs, that are inconsistent with our current or future plans, that impose substantial costs on our
business, that subject the Company to additional legal risks, or that affect our competitive position. Such Consensus Policies or
Temporary Policies could have a material adverse effect on our business. As an example, ICANN has adopted a Consensus
Policy that requires Verisign to receive and display Thick Whois data for .com and .net, although that Policy is scheduled to be
reviewed by ICANN. In addition, ICANN has adopted an interim Consensus Policy that establishes temporary requirements for
registry operators and registrars regarding the collection, display and disclosure of Thick Whois data pending ICANN’s
establishment of a permanent Consensus Policy. The costs of complying or failing to comply with these policies as well as laws
and regulations, such as General Data Protection Regulation (“GDPR”), regarding personal information and data privacy, such
as domestic and various foreign privacy regimes, could expose us to compliance costs and substantial liability, and result in
costly and time-consuming investigations or litigation.

Technical Standards and ICANN Processes. Our Registry Agreements with ICANN require Verisign to implement and

comply with various technical standards and specifications published by the Internet Engineering Task Force (“IETF”). ICANN
could impose requirements on us through changes to these IETF standards that are inconsistent with our current or future plans,
that impose substantial costs on our business, that subject the Company to additional legal risks, or that affect our competitive
position. Any such changes to the IETF standards could have a material adverse effect on our business. In addition, under

VERISIGN FORM 10-K2019
Amendment 35, we have agreed to continue to operate the .com TLD in a content-neutral manner and to work within ICANN
processes to promote the development of content-neutral policies for the operation of the DNS and under the Proposed LOI, we
have agreed to work with the ICANN community to develop certain best practices and other commitments for the security,
stability and resiliency of the DNS and the internet. Such policies and processes could expose us to compliance costs and
substantial liability and result in costly and time-consuming investigations or litigation.

Legal Challenges. Our Registry Agreements have faced, and could face in the future, challenges, including possible legal
challenges, resulting from our activities or the activities of ICANN, registrars, registrants, and others, and any adverse outcome
from such challenges could have a material adverse effect on our business.

Governmental regulation and the application of new and existing laws in the U.S. and overseas may slow business
growth, increase our costs of doing business, create potential liability and have an adverse effect on our business.

Application of new and existing laws and regulations in the U.S. or overseas to the internet and communications industry
can be unclear. The costs of complying or failing to comply with these laws and regulations could limit our ability to operate in
our current markets, expose us to compliance costs and substantial liability, and result in costly and time-consuming litigation.
For example, the government of China has indicated that it will issue, and in some instances has begun to issue, new
regulations, and has begun to enforce existing regulations, that impose additional costs on, and risks to, our provision of registry
services in China and could impact the growth or renewal rates of domain name registrations in China. In addition to registry
operators, some of these regulations also require registrars to obtain a government-issued license for each TLD whose domain
name registrations they intend to sell directly to registrants. Any failure to obtain the required licenses, or to comply with any
license requirements or any updates thereto, by us or our registrars could impact our current and future business in China.

Foreign, federal or state laws could have an adverse impact on our business, financial condition, results of operations and

cash flows, and our ability to conduct business in certain foreign countries. For example, laws designed to restrict who can
register and who can distribute domain names, online gambling, counterfeit goods, and intellectual property violations such as
cybersquatting; laws designed to require registrants to provide additional documentation or information in connection with
domain name registrations; and laws designed to promote cybersecurity may impose significant additional costs on our business
or subject us to additional liabilities.

To conduct our operations, we regularly move data across national borders and receive data originating from different
jurisdictions, and consequently are subject to a variety of continuously evolving and developing laws and regulations in the
United States and abroad regarding privacy, data protection and data security. The scope of the laws that may be applicable to
us is often uncertain and may be conflicting, particularly with respect to foreign laws. For example, the European Union’s
GDPR, which greatly increases the jurisdictional reach of European Union law and adds a broad array of requirements for
handling personal data, including the public disclosure of significant data breaches, and significant penalties, became effective
in May 2018. Other countries and other states have enacted or are enacting data localization laws regulating or limiting data
collection, storage and transfer as well as granting new rights to data subjects. All of these evolving compliance and operational
requirements can impose significant costs for us that are likely to increase over time.

Due to the nature of the internet, it is possible that federal, state or foreign governments might attempt to regulate internet
transmissions or prosecute us for violations of laws. We might unintentionally violate such laws, such laws may be modified or
enforced using new or novel legal theories, and new laws may be enacted in the future. In addition, as we continue to launch
and market our IDN gTLDs and increase our marketing efforts of our other TLDs in foreign countries, we may raise our profile
in certain foreign countries thereby increasing the regulatory and other scrutiny of our operations. Any such developments
could increase the costs of regulatory compliance for us, affect our reputation, expose us to liability, penalties or fines, force us
to change our business practices or otherwise materially harm our business. In addition, any such laws could impede growth of,
or result in a decline in, domain name registrations.

Undetected or unknown defects in our systems or services, security breaches including from vulnerabilities, defects in
the technologies, components, and services in our supply chain, and Distributed Denial of Service (“DDoS”) attacks
could expose us to liability and materially harm our business and reputation.

Services as complex as those we offer or develop could contain undetected defects or errors. Despite testing, defects or
errors may occur in our existing or new services, which could result in service outages or disruptions, compromised customer
data, including DNS data, diversion of development resources, injury to our reputation, tort or contract claims, increased
insurance costs or increased service costs, any of which could harm our business. Performance of our services could have
unforeseen or unknown adverse effects on the networks over which they are delivered as well as, more broadly, on internet
users and consumers, and on third-party applications and services that utilize our services, which could result in legal claims
against us, harming our business. Our failure to identify, remediate and mitigate security vulnerabilities and breaches or our
inability to meet customer expectations in a timely manner could also result in loss of or delay in revenues, failure to meet

VERISIGN FORM 10-K2019
contracted service level obligations, loss of market share, failure to achieve market acceptance, injury to our reputation and
increased costs.

In addition to undetected defects or errors, we are also subject to cyber-attacks and attempted security breaches. We retain

certain customer and employee information in our data centers and various domain name registration systems. It is critical to
our business strategy, as well as fulfilling our obligations as the registry operator for .com and .net, that our facilities and
infrastructure remain secure, that we continue to meet our service level agreements and that we maintain the public’s trust in the
internet services that we provide. The Company, as an operator of critical internet infrastructure, is frequently targeted and
experiences a high rate of attacks. These include the most sophisticated forms of attacks, such as advanced persistent threat
attacks and zero-hour threats. These forms of attacks involve situations where the threat is not compiled or has been previously
unobserved within our observation and threat indicators space until the moment it is launched. In addition, these forms of
attacks may target specific unidentified or unresolved vulnerabilities that exist only within the target’s supply chain or operating
environment, making these attacks virtually impossible to anticipate and difficult to defend against. In addition to external
threats, we may be subject to insider threats, including those from third-party suppliers such as consultants and advisors, SaaS
providers, hardware, software, and network systems manufacturers, and other outside vendors, or from current or former
contractors or employees; these threats can be realized from intentional or unintentional actions. The Shared Registration
System, the root zone servers, the root zone file, the Root Zone Maintainer System, the TLD name servers and the TLD zone
files that we operate are critical to our operations. Therefore, attacks against third-party suppliers that provide services to our
operations could also impact our infrastructure. Despite the significant time and money expended on our security measures, we
have been subject to a security breach, that was previously disclosed in our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2011, and our infrastructure may in the future be vulnerable to physical break-ins, disruptions resulting
from destructive malware, hardware or enabling software defects, computer viruses, attacks by hackers or nefarious actors or
similar disruptive problems, including hacktivism. It is possible that we may have to expend additional financial and other
resources to address such problems. Any physical or electronic break-in or other security breach or compromise of the
information stored at our data centers or domain name registration systems may cause an outage of, or jeopardize the security
of, information stored on our premises or in the computer systems and networks of our customers. In such an event, we could
face significant liability, fail to meet contracted service level obligations, customers could be reluctant to use our services and
we could be at risk for loss of various security and standards-based compliance certifications needed for operation of our
businesses, all or any of which could adversely affect our reputation and harm our business or cause financial losses that are
either not insured against or not fully covered through any insurance that we maintain. Such an occurrence could also result in
adverse publicity and therefore adversely affect the market’s perception of the security of e-commerce and communications
over the internet as well as of the security or reliability of our services.

We use externally developed technology, systems and services including both hardware and software, for a variety of

purposes, including, without limitation, compute, storage, encryption and authentication, back-office support, and other
functions. While we have developed operational policies and procedures to reduce the impact of security vulnerabilities in
system components, as well as at any vendors where Company data is stored or processed, such measures cannot provide
absolute security. While we strive to remediate known vulnerabilities on a timely basis, such vulnerabilities could be exploited
before our remediation is effective and if so, could cause systems and service interruptions, data loss and other damages any of
which could be materially harmful to our business. Vulnerabilities in, and exploits leading to, breaches of our or our vendors’
technology, systems or services could expose us or our customers to a risk of outages, loss or misuse of Company data,
including but not limited to sensitive personal information.

Additionally, our networks have been, and likely will continue to be, subject to DDoS attacks. Recent attacks have
demonstrated that DDoS attacks continue to grow in size and sophistication and have an ability to widely disrupt internet
services. Particularly since 2016, the size of DDoS attacks has grown rapidly, and we have successfully mitigated DDoS attacks
during this time frame that are significantly larger than those we have historically experienced. While we have adopted
mitigation techniques, procedures and strategies to defend against such attacks, there can be no assurance that we will be able to
defend against every attack, especially as the attacks increase in size and sophistication. Any attack, even if only partially
successful, could disrupt our networks, increase response time, negatively impact our ability to meet our contracted service
level obligations, and generally impede our ability to provide reliable service to our customers and the broader internet
community. We have historically incurred, and will continue to incur, significant costs to enable our infrastructure to process
levels of attack traffic that are significant multiples of our normal transaction volume. Further, we are in the process of
transitioning our security services customer contracts to Neustar. We will operate our DDoS protection services during this
transition period. These DDoS protection services share some of the infrastructure used to protect our registry services business.
Therefore the operation of such services might expose our critical infrastructure to temporary degradations or outages caused by
DDoS attacks against those customers, in addition to any attacks directed specifically against us and our networks. Any new
technologies or services used to replace or enhance existing or future DDoS and other attack mitigation capabilities may
introduce risk that may not exist today in those environments and, if security incidents occur associated with those new
technologies or services, could disrupt our networks, increase response time, negatively impact our ability to meet our

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contracted service level obligations, and generally impede our ability to provide reliable service to our customers and the
broader internet community.

Changes to the multi-stakeholder model of internet governance could materially and adversely impact our business.

The internet is governed under a multi-stakeholder model comprising civil society, the private sector, including for-profit

and not-for-profit organizations such as ICANN, governments, including the U.S. government, academia, non-governmental
organizations and international organizations.

Role of the U.S. Government. In the fourth quarter of 2016, the U.S. government completed a transition to the multi-
stakeholder community of the historical role played by the National Telecommunications and Information Administration
(“NTIA”) in the coordination of the DNS. Changes arising from this transition to the multi-stakeholder model of internet
governance could materially and adversely impact our business. For example, ICANN has adopted bylaws that are designed, in
part, to enhance accountability through a new organization called the Empowered Community, which is comprised of a cross
section of stakeholders. ICANN or the Empowered Community may assert positions that could negatively impact our strategy
or our business.

By completing the transition discussed above, the U.S. government through the NTIA has ended its coordination and
management of important aspects of the DNS including the IANA functions and the root zone. There can be no assurance that
the removal of the U.S. government oversight of these key functions will not negatively impact our business.

Role of ICANN. ICANN plays a central coordination role in the multi-stakeholder system. ICANN is mandated through its
bylaws to uphold a private sector-led multi-stakeholder approach to internet governance for the public benefit. If ICANN or the
Empowered Community fails to uphold or significantly redefines the multi-stakeholder model, it could harm our business.
Additionally, the Empowered Community could adversely impact ICANN, which could negatively impact its ability to
coordinate the multi-stakeholder system of governance, or negatively affect our interests. Also, legal, regulatory or other
challenges could be brought challenging the legal authority underlying the roles and actions of ICANN, the Empowered
Community or us.

Role of Foreign Governments. Some governments and members of the multi-stakeholder community have questioned

ICANN’s role with respect to internet governance and, as a result, could seek a multilateral oversight body as a replacement.
Additionally, the role of ICANN’s Governmental Advisory Committee, which is comprised of representatives of national
governments, could change, and give governments more control of certain aspects of internet governance. Some governments
and governmental authorities outside the U.S. have in the past disagreed, and may in the future disagree, with the actions,
policies or programs of ICANN, the U.S. government and us relating to the DNS. Changes to the roles that foreign
governments play in internet governance could materially and adversely impact our business.

We face risks from our operation of two root zone servers and performance of the Root Zone Maintainer functions
under the RZMA.

We operate two of the 13 root zone servers. Root zone servers are name servers that contain authoritative data for the very

top of the DNS hierarchy. These servers have the software and DNS configuration data necessary to locate name servers that
contain authoritative data for the TLDs. These root zone servers are critical to the functioning of the internet. We also have an
important operational role in support of a key IANA function as the Root Zone Maintainer. In this role, we provision and
publish the authoritative root zone data and make it available to all root server operators under an agreement with ICANN, the
Root Zone Maintainer Service Agreement (“RZMA”).

As we perform the Root Zone Maintainer Services under the RZMA, we may be subject to significant claims challenging
the agreement or our performance under the agreement, and we may not have immunity from, or sufficient indemnification or
insurance for, such claims.

Additionally, over 1,200 new gTLDs have already been delegated into the root zone in the current round of new gTLDs.

ICANN plans on offering a subsequent round of new gTLDs, the timing of which remains uncertain. We believe there are
potential security and stability issues that could involve the root zone and at other levels of the DNS from the deployment of the
new gTLDs that should have been addressed before any new gTLDs were delegated, and despite our and others’ efforts, some
of these issues have not been addressed by ICANN sufficiently, if at all. For example, domain name collisions have been
reported to ICANN, which have resulted in various network interruptions for enterprises as well as confusion and usability
issues that have led to phishing and other cyber-attacks. It is anticipated that as additional new gTLDs are delegated now, or in
subsequent rounds, more domain name collisions and associated security issues will occur.

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The evolution of internet practices and behaviors and the adoption of substitute technologies may impact the demand
for domain names.

Domain names and the domain name system have been used by consumers and businesses to access or disseminate
information, conduct e-commerce, and develop an online identity for many years. The growth of technologies such as social
media, mobile devices, apps and the dominance of search engines has evolved and changed the internet practices and behaviors
of consumers and businesses alike. These changes can impact the demand for domain names by those who purchase domain
names for personal, commercial and investment reasons. Factors such as the evolving practices and preferences of internet users
and how they navigate the internet as well as the motivation of domain name registrants and how they will monetize their
investment in domain names can negatively impact our business. Some domain name registrars and registrants seek to purchase
and resell domain names at an increased price. Adverse changes in the resale value of domain names, changes in the business
models for such domain name registrars and registrants, or other factors, including regulations limiting the resale of domain
names, could result in a decrease in the demand and/or renewal rates for domain names in our TLDs. Such a resulting decrease
in demand and/or renewal rates could negatively impact the volume of new domain name registrations, our renewal rates and
our associated revenue growth.

Some domain name registrants use a domain name to access or disseminate information, conduct e-commerce, and
develop an online identity. Currently, internet users often navigate to a website either by directly typing its domain name into a
web browser, the use of an app on their smart phone or mobile device, the use of a voice recognition technology such as Alexa,
Cortana, Google Assistant, or Siri, or through the use of a search engine. If (i) web browser or internet search technologies were
to change significantly; (ii) internet users’ preferences or practices shift away from recognizing and relying on web addresses
for navigation through the use of new and existing technologies; (iii) internet users were to significantly decrease the use of
web browsers in favor of applications to locate and access content; (iv) internet users were to significantly decrease the use of
domain names to develop and protect their online identity; or (v) internet users were to increasingly use third-level domains or
alternate identifiers, such as identifiers from social networking and microblogging sites, in each case the demand for domain
names in our TLDs could decrease. This may trigger current or prospective customers and parties in our target markets to
reevaluate their need for registration or renewal of domain names.

Some domain name registrars and registrants seek to generate revenues through advertising on their websites; changes in
the way these registrars and registrants are compensated (including changes in methodologies and metrics) by advertisers and
advertisement placement networks, such as Google, Yahoo!, Baidu and Bing, have adversely affected and may continue to
adversely affect the market for those domain names favored by such registrars and registrants which has resulted in, and may
continue to result in, a decrease in demand and/or the renewal rate for those domain names. For example, according to
published reports, Google has in the past changed (and may change in the future) its search algorithm, which may decrease site
traffic to certain websites and provide less pay-per-click compensation for certain types of websites. This has reportedly made
such websites less profitable which has resulted in, and may continue to result in, fewer domain registrations and renewals. In
addition, as a result of the general economic environment, spending on online advertising and marketing may not increase or
may be reduced, which in turn, may result in a further decline in the demand for those domain names.

If any of the above factors negatively impact the renewal of domain names or the demand for new domain names, we may

experience material adverse impacts on our business, operating results, financial condition and cash flows.

Many of our markets are evolving, and if these markets fail to develop or if our products and services are not widely
accepted in these markets, our business or our prospects could be harmed.

We seek to serve many new, developing and emerging markets in foreign countries to grow our business. These markets

are rapidly evolving, and may not grow. Even if these markets grow, our services may not be widely used or accepted.
Accordingly, the demand for our services in these markets is very uncertain. The factors that may affect market acceptance or
adoption of our services in these markets include the following:

•

regional internet infrastructure development, expansion, penetration and adoption;

• market acceptance and adoption of substitute products and services that enable online presence without a domain,

including social media, e-commerce platforms, website builders and mobile applications;

•

public perception of the security of our technologies and of IP and other networks;

the introduction and consumer acceptance of new generations of mobile devices, and in particular, the use of mobile
applications as the primary engagement mechanism for navigating the internet;

increasing cyber threats;

government regulations affecting internet access and availability, domain name registrations or the provision of
registry services, data security or data localization, or e-commerce and telecommunications over the internet;

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•

•

the maturity and depth of the sales channels within developing and emerging markets and their ability and motivation
to establish and support sales for domain names;

preference by markets for the use of their own country’s ccTLDs as a substitute or alternative to our TLDs; and

increased acceptance and use of new gTLDs as substitutes for established gTLDs.

If the market for e-commerce and communications over IP and other networks does not grow or these services are not

widely accepted in the market, our business could be materially harmed.

The business environment is highly competitive and, if we do not compete effectively, we may suffer lower demand for
our products, reduced gross margins and loss of market share.

The internet and communications network services industries are characterized by rapid technological change and
frequent new product and service announcements which require us to continually improve the performance, features and
reliability of our services, particularly in response to competitive offerings or alternatives to our products and services. In order
to remain competitive and retain our market position, we must continually improve our access to technology and software,
support the latest transmission technologies, and adapt our products and services to changing market conditions and our
customers’ and internet users’ preferences and practices, or potentially launch entirely new products and services such as new
gTLDs in anticipation of, or in response to, market trends. We cannot assure that competing technologies developed by others
or the emergence of new industry standards will not adversely affect our competitive position or render our services or
technologies noncompetitive or obsolete. In addition, our markets are characterized by announcements of collaborative
relationships involving our competitors. The existence or announcement of any such relationships could adversely affect our
ability to attract and retain customers. As a result of the foregoing and other factors, we may not be able to compete effectively
with current or future competitors, and competitive pressures that we face could materially harm our business.

We face competition in the domain name registry space from other gTLD and ccTLD registries that are competing for the

business of entities and individuals that are seeking to obtain a domain name registration and/or establish an online presence.
We have been designated as the registry operator for certain new gTLDs including certain IDN gTLDs; however, there is no
guarantee that such new gTLDs will be as or more successful than the new gTLDs obtained by our competitors. For example,
some of the new gTLDs, including our new gTLDs, may face additional universal acceptance and usability challenges in that
current desktop and mobile device software does not ubiquitously recognize these new gTLDs and developers of desktop and
mobile device software may be slow to adopt standards or support these gTLDs, even if demand for such products is strong.
This is particularly true for IDN gTLDs, but applies to conventional gTLDs as well. As a result of these challenges, it is
possible that resolution of domain names within some of these new gTLDs may be blocked within certain state or
organizational environments, challenging universal resolvability of these strings and their general acceptance and usability on
the internet.

See the “Competition” section in Part I, Item 1 for further information.

We must establish and maintain strong relationships with registrars and their resellers to maintain their focus on
marketing our products and services otherwise our business could be harmed.

All of our domain name registrations occur through registrars. Registrars and their resellers utilize substantial marketing
efforts to increase the demand and/or renewal rates for domain names as well as their own associated offerings. Consolidation
in the registrar or reseller industry or changes in ownership, management, or strategy among individual registrars or resellers
could result in significant changes to their business, operating model and cost structure. Such changes could include reduced
marketing efforts or other operational changes that could adversely impact the demand and/or the renewal rates for domain
names.

With the introduction of new gTLDs, many of our registrars have chosen to, and may continue to choose to, focus their

short or long-term marketing efforts on these new offerings and/or reduce the prominence or visibility of our products and
services on their e-commerce platforms. Our registrars and resellers sell domain name registrations of other competing
registries, including other new gTLDs, and some also sell and support their own services for websites such as email, website
hosting, as well as other services. Therefore, our registrars and resellers may be more motivated to sell to registrants to whom
they can also market their own services. To the extent that registrars and their resellers focus more on selling and supporting
their services and less on the registration and renewal of domain names in our TLDs, our revenues could be adversely impacted.
Our ability to successfully market our services to, and build and maintain strong relationships with, new and existing registrars
or resellers is a factor upon which successful operation of our business is dependent. If we are unable to keep a significant
portion of their marketing efforts focused on selling registrations of domain names in our TLDs as opposed to other competing
TLDs, including the new gTLDs, or their own services, our business could be harmed.

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If we encounter system interruptions or failures, we could be exposed to liability and our reputation and business could
suffer.

We depend on the uninterrupted operation of our various systems, secure data centers and other computer and

communication networks. Our systems and operations are vulnerable to damage or interruption from:

•

power loss, transmission cable cuts and other telecommunications failures;

damage or interruption caused by fire, earthquake, and other natural disasters;

attacks, including hacktivism, by miscreants or other nefarious actors;

computer viruses, software defects, or hardware defects, both in our systems and those of our service providers and
suppliers;

physical or electronic break-ins, sabotage, intentional acts of vandalism, terrorist attacks, unintentional mistakes or
errors, and other events beyond our control;

risks inherent in or arising from the terms and conditions of our agreements with service providers to operate our
networks and data centers;

interconnection and internet routing system vulnerabilities;

state suppression of internet operations; and

any failure to implement effective and timely remedial actions in response to any vulnerability, damage or interruption.

Most of the computing infrastructure for our Shared Registration System is located at, and most of our customer

information is stored in, our owned data centers. In 2019, we began transitioning some of our data center operations to a leased
data center facility. We are also updating our network architecture in several of our new and existing data centers. To the extent
our data center facilities or the updated network architecture do not operate as expected, we could experience service
interruptions or outages which could harm our business. Also, to the extent we are unable to partially or completely switch over
to our primary alternate or tertiary sites, any damage or failure that causes interruptions in any of these facilities or our other
computer and communications systems could materially harm our business. Although we carry insurance for property damage,
we do not carry insurance or financial reserves for such interruptions.

In addition, our services depend on the secure and efficient operation of the internet connections to and from customers to

our Shared Registration System residing in our secure data centers. These connections depend upon the secure and efficient
operation of internet service providers, internet exchange point operators, and internet backbone service providers. Such
providers have had periodic operational problems or experienced outages in the past beyond our scope of control and may
continue to encounter problems and outages. In addition, if the providers that our connections depend upon do not protect,
maintain, improve, and reinvest in their networks or present inconsistent data regarding the DNS through their networks, our
business could be harmed.

A failure in the operation or update of the root zone servers, the root zone file, the Root Zone Management System, the
TLD name servers, or the TLD zone files that we operate, including, for example, our operation of the .gov registry, or other
network functions, could result in a DNS resolution or other service outage or degradation; the deletion of one or more TLDs
from the internet; the deletion of one or more second-level domain names from the internet for a period of time; or a
misdirection of a domain name to a different server. A failure in the operation or update of the supporting cryptographic and
other operational infrastructure that we maintain could result in similar consequences. A failure in the operation of our Shared
Registration System could result in the inability of one or more registrars to register or maintain domain names for a period of
time. In the event that a registrar has not implemented back-up services in conformance with industry best practices, the failure
could result in permanent loss of transactions at the registrar during that period. Any of these problems or outages could create
potential liability and exposure, including from a failure to meet our service level agreements in our Registry Agreements, and
could decrease customer satisfaction, harming our business or resulting in adverse publicity and damage to our reputation that
could adversely affect the market’s perception of the security of e-commerce and communications over the internet as well as of
the reliability of our services or call into question our ability to preserve the security and stability of the internet.

Our operating results may be adversely affected as a result of unfavorable market, economic, social, public health, and
political conditions.

An unfavorable global market, economic, social and political environment has impacted or may negatively impact, among

other things:

•

our customers’ or end-users’ continued growth and development of their businesses, or their ability to maintain their
businesses and continue as going concerns, which could affect demand for our products and services;

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•

•

current and future demand for our services, including as a result of reduced spending on information technology and
communications by our customers;

price competition for our products and services;

the price of our common stock;

our liquidity and our associated ability to execute on any share repurchase plans; and

our ability to service our debt, to obtain financing or assume new debt obligations.

In addition, to the extent that the market, economic, social, public health, and political environment impacts specific
industry and geographic sectors in which many end-users of our products and services are concentrated, such as China, that
may have a disproportionate negative impact on our business.

Our international operations subject our business to additional economic, legal, regulatory and political risks that could
have an adverse impact on our revenues and business.

A significant portion of our revenues is derived from customers outside the U.S. Our business operations in international
markets has required, and will continue to require, significant management attention and resources. We may also need to tailor
some of our services for a particular market and to enter into international distribution and operating relationships. We may fail
to maintain our ability to conduct business, including potentially material business operations in some international locations, or
we may not succeed in expanding our services into new international markets or expand our presence in existing markets.
Failure to do so could materially harm our business. Moreover, local laws and customs in many countries differ significantly
from those in the U.S. In many foreign countries, particularly in those with developing economies, it is common for others to
engage in business practices that are prohibited by our internal policies and procedures or U.S. law or regulations applicable to
us. There can be no assurance that our employees, contractors and agents will not take actions in violation of such policies,
procedures, laws and/or regulations. Violations of laws, regulations or internal policies and procedures by our employees,
contractors or agents could result in financial reporting problems, investigations, fines, penalties, or prohibition on the
importation or exportation of our products and services and could have a material adverse effect on our business. In addition,
we face risks inherent in doing business internationally, including, among others:

•

competition with foreign companies or other domestic companies entering the foreign markets in which we operate, as
well as foreign governments actively promoting their ccTLDs, which we do not operate;

legal uncertainty regarding liability, enforcing our contracts, and compliance with foreign laws;

economic tensions between governments and changes in international trade policies and/or the economic and trade
sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the
Treasury;

tariffs and other trade barriers and restrictions;

difficulties in staffing and managing foreign operations;

currency exchange rate fluctuations;

potential problems associated with adapting our services to technical conditions existing in different countries;

difficulty of verifying end-user information, including for the purposes of complying with the verification
requirements of certain countries and with the economic and trade sanctions programs administered by OFAC;

• more stringent privacy and data localization policies in some foreign countries;

•

additional vulnerability from terrorist groups targeting U.S. interests abroad;

potentially conflicting or adverse tax consequences;

reliance on third parties in foreign markets in which we only recently started doing business; and

potential concerns of international customers and prospects regarding doing business with U.S. technology companies
due to alleged U.S. government data collection policies.

We rely on our intellectual property rights to protect our proprietary assets, and any failure by us to protect or enforce,
or any misappropriation of, our intellectual property could harm our business.

Our success depends in part on our internally-developed technologies and related intellectual property. Despite our
precautions, it may be possible for an external party to copy or otherwise obtain and use our intellectual property without
authorization. Furthermore, the laws of foreign countries may not protect our proprietary rights in those countries to the same

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extent U.S. law protects these rights in the U.S. In addition, it is possible that others may independently develop substantially
equivalent intellectual property. If we do not effectively protect our intellectual property, our business could suffer.
Additionally, we have filed patent applications with respect to some of our technology in the U.S. Patent and Trademark Office
and patent offices outside the U.S. Patents may not be awarded with respect to these applications and even if such patents are
awarded, third parties may seek to oppose or otherwise challenge our patents, and such patents’ scope may differ significantly
from what was requested in the patent applications and may not provide us with sufficient protection of our intellectual
property. In the future, we may have to resort to litigation to enforce and protect our intellectual property rights, to protect our
trade secrets or to determine the validity and scope of the proprietary rights of others. This type of litigation is inherently
unpredictable and, regardless of its outcome, could result in substantial costs and diversion of management attention and
technical resources. Some of the software and protocols used in our business are based on standards set by standards setting
organizations such as the IETF. To the extent any of our patents are considered “standards essential patents,” in some cases we
may be required to license such patents to our competitors on reasonable and non-discriminatory terms or otherwise be limited
in our ability to assert such patents.

We also license externally-developed technology that is used in some of our products and services to perform key
functions. These externally-developed technology licenses may not continue to be available to us on commercially reasonable
terms or at all. The loss of, or our inability to obtain or maintain, any of these technology licenses could hinder or increase the
cost of our launching new products and services, entering into new markets and/or otherwise harm our business. Some of the
software and protocols used in our business are in the public domain or may otherwise become publicly available, which
means that such software and protocols are equally available to our competitors.

We rely on the strength of our Verisign brand to help differentiate Verisign in the marketing of our products. Dilution of

the strength of our brand could harm our business. We are at risk that we will be unable to fully register, build equity in, or
enforce the Verisign logo in all markets where Verisign products and services are sold. In addition, in the U.S. and most other
countries, word marks solely for TLDs have currently not been successfully registered as trademarks. Accordingly, we may not
be able to fully realize or maintain the value of these intellectual property assets.

We could become subject to claims of infringement of intellectual property of others, which could be costly to defend
and could harm our business.

We cannot be certain that we do not and will not infringe the intellectual property rights of others. Claims relating to
infringement of intellectual property of others or other similar claims have been made against us in the past and could be made
against us in the future. It is possible that we could become subject to additional claims for infringement of the intellectual
property of other parties. The international use of our logo could present additional potential risks for external party claims of
infringement. Any claims, with or without merit, could be time-consuming, result in costly litigation and diversion of technical
and management personnel attention, cause delays in our business activities generally, or require us to develop a non-infringing
logo or technology or enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be
available on acceptable terms or at all. If a successful claim of infringement were made against us, we could be required to pay
damages or have portions of our business enjoined. If we could not identify and adopt an alternative non-infringing logo,
develop non-infringing technology or license the infringed or similar technology on a timely and cost-effective basis, our
business could be harmed.

An external party could claim that the technology we license from other parties infringes a patent or other proprietary

right. Litigation between the licensor and a third party or between us and a third party could lead to royalty obligations for
which we are not indemnified or for which indemnification is insufficient, or we may not be able to obtain any additional
license on commercially reasonable terms or at all.

In addition, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in

internet-related businesses, including patents related to software and business methods, are uncertain and evolving. Because of
the growth of the internet and internet-related businesses, patent applications are continuously being filed in connection with
internet-related technology. There are a significant number of U.S. and foreign patents and patent applications in our areas of
interest, and we believe that there has been, and is likely to continue to be, significant litigation in the industry regarding patent
and other intellectual property rights.

We could become involved in claims, lawsuits, audits or investigations that may result in adverse outcomes.

In addition to possible intellectual property litigation and infringement claims, we are, and may in the future, become
involved in other claims, lawsuits, audits and investigations. Litigation is inherently unpredictable, and unexpected judgments
or excessive verdicts do occur. In addition, such proceedings may initially be viewed as immaterial but could prove to be
material. Adverse outcomes in lawsuits, audits and investigations could result in significant monetary damages, including
indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business, such as our ability

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to operate the .web gTLD, and may have a material adverse effect on our financial condition, results of operations and cash
flows. Given the inherent uncertainties in litigation, even when we are able to reasonably estimate the amount of possible loss
or range of loss and therefore record an aggregate litigation accrual for probable and reasonably estimable loss contingencies,
the accrual may change in the future due to new developments or changes in approach. In addition, such claims, lawsuits,
audits and investigations could involve significant expense and diversion of management’s attention and resources from other
matters.

We continue to explore new strategic initiatives, the pursuit of any of which may pose significant risks and could have a
material adverse effect on our business, financial condition and results of operations.

We explore possible strategic initiatives which may include, among other things, the investment in, and the pursuit of,

new revenue streams, services or products, changes to our offerings, initiatives to leverage our patent portfolio, back-end
registry services and IDN gTLDs. In addition, we have evaluated and are pursuing and will continue to evaluate and pursue
acquisitions of TLDs that are currently in operation and those that have not yet been awarded or delegated as long as they
support our growth strategy.

Any such strategic initiative may involve a number of risks, including: the diversion of our management’s attention from

our existing business to develop the initiative, related operations and any requisite personnel; possible regulatory scrutiny or
third-party claims; possible material adverse effects on our results of operations during and after the development process; our
possible inability to achieve the intended objectives of the initiative; as well as damage to our reputation if we are unsuccessful
in pursuing a strategic initiative. Such initiatives may result in a reduction of cash or increased costs. We may not be able to
successfully or profitably develop, integrate, operate, maintain and manage any such initiative and the related operations or
employees in a timely manner or at all. Furthermore, under our agreements with ICANN, we are subject to certain restrictions
in the operation of .com, .net, .name and other TLDs, including required ICANN approval of new registry services for such
TLDs. If any new initiative requires ICANN review or ICANN determines that such a review is required, we cannot predict
whether this process will prevent us from implementing the initiative in a timely manner or at all. Any strategic initiative to
leverage our patent portfolio will likely increase litigation risks from potential licensees and we may have to resort to litigation
to enforce our intellectual property rights.

We depend on key employees to manage our business effectively, and we may face difficulty attracting and retaining
qualified leaders.

We operate in a unique, competitive and highly regulated environment, and we depend on the knowledge, experience, and
performance of our senior management team and other key employees in this regard and otherwise. We periodically experience
changes in our management team. If we are unable to attract, integrate, retain and motivate these key individuals as well as
other highly skilled employees, and implement succession plans for these personnel, our business may suffer. For example, our
service products are highly technical and require individuals skilled and knowledgeable in unique platforms, operating systems
and software development tools.

Changes in, or interpretations of, tax rules and regulations or our tax positions may adversely affect our income taxes.

We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in

determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and
calculations where the ultimate tax determination is uncertain. Our effective tax rates may fluctuate significantly on a quarterly
basis because of a variety of factors, including changes in the mix of earnings and losses in countries with differing statutory
tax rates, changes in our business or structure, changes in tax laws that could adversely impact our income or non-income taxes
or the expiration of or disputes about certain tax agreements in a particular country. We are subject to audit by various tax
authorities. In accordance with U.S. GAAP, we recognize income tax benefits, net of required valuation allowances and accrual
for uncertain tax positions. For example, we claimed a worthless stock deduction on our 2013 federal income tax return and
recorded a net income tax benefit of $380.1 million. Although we believe our tax estimates are reasonable, the final
determination of tax audits and any related litigation could be materially different than that which is reflected in historical
income tax provisions and accruals. Should additional taxes be assessed as a result of an audit or litigation, an adverse effect on
our results of operations, financial condition and cash flows in the period or periods for which that determination is made could
result.

The Organization for Economic Cooperation and Development (“OECD”) has released plans to issue a final report by the

end of 2020 that will provide a long-term, multilateral proposal on the taxation of the digital economy. If this proposal is
ultimately agreed to and implemented by the member states, there could be significant modifications in the way multinational
corporations are taxed. In addition, some international tax jurisdictions have, or may, independently of the OECD, enact new
tax regimes aimed at income resulting from digital services. Although we cannot predict the nature or outcome of such changes
or the likelihood of such proposals being adopted legislatively throughout the world and tax treaties being modified

VERISIGN FORM 10-K2019
to operate the .web gTLD, and may have a material adverse effect on our financial condition, results of operations and cash

flows. Given the inherent uncertainties in litigation, even when we are able to reasonably estimate the amount of possible loss

or range of loss and therefore record an aggregate litigation accrual for probable and reasonably estimable loss contingencies,

the accrual may change in the future due to new developments or changes in approach. In addition, such claims, lawsuits,

audits and investigations could involve significant expense and diversion of management’s attention and resources from other

matters.

We continue to explore new strategic initiatives, the pursuit of any of which may pose significant risks and could have a

material adverse effect on our business, financial condition and results of operations.

We explore possible strategic initiatives which may include, among other things, the investment in, and the pursuit of,

new revenue streams, services or products, changes to our offerings, initiatives to leverage our patent portfolio, back-end

registry services and IDN gTLDs. In addition, we have evaluated and are pursuing and will continue to evaluate and pursue

acquisitions of TLDs that are currently in operation and those that have not yet been awarded or delegated as long as they

support our growth strategy.

Any such strategic initiative may involve a number of risks, including: the diversion of our management’s attention from

our existing business to develop the initiative, related operations and any requisite personnel; possible regulatory scrutiny or

third-party claims; possible material adverse effects on our results of operations during and after the development process; our

possible inability to achieve the intended objectives of the initiative; as well as damage to our reputation if we are unsuccessful

in pursuing a strategic initiative. Such initiatives may result in a reduction of cash or increased costs. We may not be able to

successfully or profitably develop, integrate, operate, maintain and manage any such initiative and the related operations or

employees in a timely manner or at all. Furthermore, under our agreements with ICANN, we are subject to certain restrictions

in the operation of .com, .net, .name and other TLDs, including required ICANN approval of new registry services for such

TLDs. If any new initiative requires ICANN review or ICANN determines that such a review is required, we cannot predict

whether this process will prevent us from implementing the initiative in a timely manner or at all. Any strategic initiative to

leverage our patent portfolio will likely increase litigation risks from potential licensees and we may have to resort to litigation

to enforce our intellectual property rights.

We depend on key employees to manage our business effectively, and we may face difficulty attracting and retaining

qualified leaders.

We operate in a unique, competitive and highly regulated environment, and we depend on the knowledge, experience, and

performance of our senior management team and other key employees in this regard and otherwise. We periodically experience

changes in our management team. If we are unable to attract, integrate, retain and motivate these key individuals as well as

other highly skilled employees, and implement succession plans for these personnel, our business may suffer. For example, our

service products are highly technical and require individuals skilled and knowledgeable in unique platforms, operating systems

and software development tools.

Changes in, or interpretations of, tax rules and regulations or our tax positions may adversely affect our income taxes.

We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in

determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and

calculations where the ultimate tax determination is uncertain. Our effective tax rates may fluctuate significantly on a quarterly

basis because of a variety of factors, including changes in the mix of earnings and losses in countries with differing statutory

tax rates, changes in our business or structure, changes in tax laws that could adversely impact our income or non-income taxes

or the expiration of or disputes about certain tax agreements in a particular country. We are subject to audit by various tax

authorities. In accordance with U.S. GAAP, we recognize income tax benefits, net of required valuation allowances and accrual

for uncertain tax positions. For example, we claimed a worthless stock deduction on our 2013 federal income tax return and

recorded a net income tax benefit of $380.1 million. Although we believe our tax estimates are reasonable, the final

determination of tax audits and any related litigation could be materially different than that which is reflected in historical

income tax provisions and accruals. Should additional taxes be assessed as a result of an audit or litigation, an adverse effect on

our results of operations, financial condition and cash flows in the period or periods for which that determination is made could

result.

The Organization for Economic Cooperation and Development (“OECD”) has released plans to issue a final report by the

end of 2020 that will provide a long-term, multilateral proposal on the taxation of the digital economy. If this proposal is

ultimately agreed to and implemented by the member states, there could be significant modifications in the way multinational

corporations are taxed. In addition, some international tax jurisdictions have, or may, independently of the OECD, enact new

tax regimes aimed at income resulting from digital services. Although we cannot predict the nature or outcome of such changes

or the likelihood of such proposals being adopted legislatively throughout the world and tax treaties being modified

accordingly, any or all of these changes in tax policy for the digital economy could increase our taxes and adversely impact our
financial condition, results of operations and cash flow.

Our marketable securities portfolio could experience a decline in market value, which could materially and adversely
affect our financial results.

As of December 31, 2019, we had $1.23 billion in cash, cash equivalents, marketable securities and restricted cash, of
which $709.9 million was invested in marketable securities. The cash equivalents and marketable securities consist primarily of
debt securities issued by the U.S. Treasury. These investments, as well as any cash deposited in bank accounts, are subject to
general credit, liquidity, market and interest rate risks, which may be exacerbated by financial market credit and liquidity
events. If the global credit or liquidity market deteriorates or other events negatively impact the market for U.S. Treasury
securities, our investment portfolio may be impacted and we could determine that some of our investments have experienced an
other-than-temporary decline in fair value, requiring an impairment charge which could adversely impact our results of
operations and cash flows.

We are subject to the risks of owning real property.

We own the land and building in Reston, Virginia, which constitutes our headquarters facility. Ownership of this property,

as well as our data centers in Dulles, Virginia and New Castle, Delaware, may subject us to risks, including:

•

adverse changes in the value of the properties, due to interest rate changes, changes in the commercial property
markets, easements or other encumbrances, a government exercising its right of eminent domain, or other factors;

ongoing maintenance expenses and costs of improvements or repairs;

the possible need for structural improvements in order to comply with environmental, health and safety, zoning,
seismic, disability law, or other requirements;

the possibility of environmental contamination or notices of violation from federal or state environmental agencies;
and

possible disputes with neighboring owners, tenants, service providers or others.

We have anti-takeover protections that may discourage, delay or prevent a change in control that could benefit our
stockholders.

Our amended and restated Certificate of Incorporation and Bylaws contain provisions that could make it more difficult for

an outside party to acquire us without the consent of our Board of Directors (“Board”). These provisions include:

•

our stockholders may take action only at a duly called meeting and not by written consent;

special meetings of our stockholders may be called only by the chairman of the board of directors, the president, our
Board, or the secretary (acting as a representative of the stockholders) whenever a stockholder or group of
stockholders owning at least 25% in the aggregate of the capital stock issued, outstanding and entitled to vote, and who
held that amount in a net long position continuously for at least one year, so request in writing;

vacancies and newly created directorships on our Board can be filled until the next annual meeting of stockholders by
a majority of directors then in office; and

our Board has the ability to designate the terms of and issue new series of preferred stock without stockholder
approval.

In addition, Section 203 of the General Corporation Law of Delaware prohibits a publicly held Delaware corporation from

engaging in a business combination with an interested stockholder, which generally means a person who, together with its
affiliates owns, or within the last three years has owned, 15% or more of our voting stock, for a period of three years after the
date of the transaction in which the person became an interested stockholder, unless in the same transaction the interested
stockholder acquired 85% ownership of our voting stock (excluding certain shares) or the business combination is approved in
a prescribed manner. Section 203 therefore may impact the ability of an acquirer to complete an acquisition of us after a
successful tender offer and accordingly could discourage, delay or prevent an acquirer from making an unsolicited offer without
the approval of our Board.

VERISIGN FORM 10-K2019

Our financial condition and results of operations could be adversely affected if we do not effectively manage our
indebtedness.

We have a significant amount of outstanding debt, and we periodically reassess our capital structure and may incur
additional indebtedness in the future. Our substantial indebtedness, including any future indebtedness, requires us to dedicate a
significant portion of our cash flow from operations or to arrange alternative liquidity sources to make principal and interest
payments, when due, or to repurchase or settle our debt, if triggered, by certain corporate events, or certain events of default. It
could also limit our flexibility in planning for or reacting to changes in our business and our industry, or make required capital
expenditures and investments in our business; make it difficult or more expensive to refinance our debt or obtain new debt;
trigger an event of default; and increase our vulnerability to adverse changes in general economic and industry conditions.
Some of our debt contains covenants which may limit our operating flexibility, including restrictions on share repurchases,
dividends, prepayment or repurchase of debt, acquisitions, disposing of assets, if we do not continue to meet certain financial
ratios. Any rating assigned to our debt securities could be lowered or withdrawn by a rating agency, which could make it more
difficult or more expensive for us to obtain additional debt financing in the future. The occurrence of any of the foregoing
factors could have a material adverse effect on our business, cash flows, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

As of December 31, 2019, we owned each of our significant properties, which include our corporate headquarters facility
in Reston, Virginia, and data center facilities in New Castle, Delaware and Dulles, Virginia. We also lease a number of smaller
office and data center locations around the world. We believe that our existing facilities, both owned and leased, are in good
condition and suitable for the conduct of our business.

ITEM 3.

LEGAL PROCEEDINGS

As we previously disclosed, Afilias, a competitor and losing bidder in the .web auction, filed a form of arbitration

proceeding against ICANN, an Independent Review Process (IRP) under ICANN’s bylaws, on November 14, 2018. Afilias
alleges that the agreement between Verisign and Nu Dotco, LLC (NDC) pertaining to .web violated ICANN’s new gTLD
Applicant Guidebook. As a result, Afilias claims that ICANN had a duty to disqualify NDC’s bid and award .web to Afilias.
Afilias also claims that ICANN would violate its bylaws pertaining to competition by awarding .web to Verisign. Afilias
amended its IRP on March 21, 2019 in part to oppose Verisign’s and NDC’s participation in the IRP. A hearing was held on
Verisign’s and NDC’s applications for participation and, on February 12, 2020, the IRP Panel permitted Verisign and NDC to
participate in aspects of the IRP. We believe that Afilias’ claims regarding Verisign’s and NDC’s conduct are without merit and
we intend to vigorously oppose Afilias in this matter.

We are also involved in various investigations, claims and lawsuits arising in the normal conduct of our business, none of

which, in our opinion, will have a material adverse effect on our financial condition, results of operations, or cash flows. We
cannot assure you that we will prevail in any litigation. Regardless of the outcome, any litigation may require us to incur
significant litigation expense and may result in significant diversion of management attention.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

VERISIGN FORM 10-K2019

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Nasdaq Global Select Market under the symbol VRSN. On February 7, 2020, there

were 367 holders of record of our common stock. We cannot estimate the number of beneficial owners since many brokers and
other institutions hold our stock on behalf of stockholders.

Share Repurchases

The following table presents the share repurchase activity during the three months ended December 31, 2019:

October 1 – 31, 2019 .......................................................
November 1 – 30, 2019 ...................................................
December 1 – 31, 2019....................................................

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1)

Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs (1)(2)

(Shares in thousands)

429
302
308
1,039

$184.83
$188.04
$190.04

429 $
302 $
308 $

442.8 million
386.1 million
327.5 million

1,039

(1) Effective February 7, 2019, our Board authorized the repurchase of our common stock in the amount of approximately $602.9 million, in addition to the
$397.1 million remaining available for repurchase under the previous share repurchase program, for a total repurchase authorization of up to $1.0 billion
under the share repurchase program.

(2) Effective February 6, 2020, our Board authorized the repurchase of our common stock in the amount of $743.0 million, in addition to the $257.0 million
that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program.
The share repurchase program has no expiration date. Purchases made under the program could be effected through open market transactions, block
purchases, accelerated share repurchase agreements or other negotiated transactions.

VERISIGN FORM 10-K2019

Performance Graph

The information contained in the Performance Graph shall not be deemed to be “soliciting material” or “filed” with the

SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by
reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

The following graph compares the cumulative total stockholder return on our common stock, the Standard and Poor’s
(“S&P”) 500 Index, and the S&P 500 Information Technology Index. The graph assumes that $100 (and the reinvestment of
any dividends thereafter) was invested in our common stock, the S&P 500 Index and the S&P 500 Information Technology
Index on December 31, 2014, and calculates the return annually through December 31, 2019. The stock price performance on
the following graph is not necessarily indicative of future stock price performance.

VeriSign, Inc........................................................................................ $
S&P 500 Index..................................................................................... $
S&P 500 Information Technology Index............................................. $

100 $
100 $
100 $

153 $
101 $
106 $

133 $
113 $
121 $

201 $
138 $
167 $

260 $ 338
132 $ 174
167 $ 251

12/31/14

12/31/15

12/31/16

12/31/17

12/31/18 12/31/19

VERISIGN FORM 10-K2019

ITEM 6.

SELECTED FINANCIAL DATA

The following table sets forth selected financial data as of and for the last five fiscal years. The information set forth

below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our Notes to Consolidated
Financial Statements in Item 8 of this Form 10-K, to fully understand factors that may affect the comparability of the
information presented below.

Selected Consolidated Statements of Comprehensive Income Data: (in millions, except per share data)

Year Ended December 31,

2019

2018

2017

2016

2015

Revenues ..........................................................................................
Operating income............................................................................. $
Net income (1) ................................................................................. $
Earnings per share:...........................................................................
Basic .............................................................................................. $
Diluted ........................................................................................... $

$ 1,232

$ 1,215

$ 1,165

$ 1,142

806 $
612 $

767 $
582 $

708 $
457 $

$ 1,059
606
375

687 $
441 $

5.17 $
5.15 $

5.13 $
4.75 $

4.56 $
3.68 $

4.12 $
3.42 $

3.29
2.82

———————

(1) Net income for 2018 includes a $52.0 million after-tax gain recognized in 2018 related to the sale of customer contracts of our security services business.

Consolidated Balance Sheet Data: (in millions)

As of December 31,

2019

2018

2017

2016

2015

$ 1,915
Cash, cash equivalents and marketable securities (1) (2) ................
Total assets (1) (2)............................................................................ $ 1,854 $ 1,915 $ 2,941 $ 2,335 $ 2,358
Deferred revenues ............................................................................ $ 1,034 $ 1,018 $
961
Subordinated convertible debentures, including contingent
interest derivative (2) ....................................................................... $
634
Long-term debt (1)........................................................................... $ 1,788 $ 1,785 $ 1,783 $ 1,237 $ 1,235
——————

$ 1,270

$ 2,415

$ 1,798

$ 1,218

999 $

628 $

976 $

630 $

— $

(1) The increases in Cash, cash equivalents and marketable securities, Total assets and Long-term debt from 2016 to 2017 was due to the issuance of $550.0

million aggregate principal amount of 4.75% senior unsecured notes due 2027.

(2) The decreases in Cash, cash equivalents and marketable securities, Total assets and Subordinated convertible debentures, including contingent interest

derivative from 2017 to 2018 was due to the settlement of our subordinated convertible debentures in 2018.

VERISIGN FORM 10-K2019

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

FORWARD-LOOKING STATEMENTS

This Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and

Section 21E of the Exchange Act. These forward-looking statements involve risks and uncertainties, including, among other
things, statements regarding our anticipated costs and expenses and revenue mix. Forward-looking statements include, among
others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual
results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to
such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in Part I, Item 1A of this Form
10-K. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this
Form 10-K. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or
circumstances after the date of this document.

This section of this Form 10-K generally discusses 2019 and 2018 items and year-to-year comparisons between 2019 and
2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K
can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Overview

We are a global provider of domain name registry services and internet infrastructure, enabling internet navigation for

many of the world’s most recognized domain names. We enable the security, stability, and resiliency of key internet
infrastructure and services, including providing root zone maintainer services, operating two of the 13 global internet root
servers, and providing registration services and authoritative resolution for the .com and .net top-level domains, which support
the majority of global e-commerce.

As of December 31, 2019, we had approximately 158.8 million .com and .net registrations in the domain name base. The
number of domain names registered is largely driven by continued growth in online advertising, e-commerce, and the number
of internet users, which is partially driven by greater availability of internet access, as well as marketing activities carried out by
us and our registrars. Growth in the number of domain name registrations under our management may be hindered by certain
factors, including overall economic conditions, competition from ccTLDs, the introduction of new gTLDs, and ongoing
changes in the internet practices and behaviors of consumers and businesses. Factors such as the evolving practices and
preferences of internet users, and how they navigate the internet, as well as the motivation of domain name registrants and how
they will manage their investment in domain names, can negatively impact our business and the demand for new domain name
registrations and renewals.

2019 Business Highlights and Trends

• We recorded revenues of $1,231.7 million in 2019, which represents an increase of 1% compared to 2018.

• We recorded operating income of $806.1 million during 2019, which represents an increase of 5% as compared to

2018.

• We finished 2019 with 158.8 million .com and .net registrations in the domain name base, which represents a 4%

increase from December 31, 2018.

•

During 2019, we processed 40.3 million new domain name registrations for .com and .net compared to 38.2
million in 2018.

The final .com and .net renewal rate for the third quarter of 2019 was 73.7% compared with 74.8% for the same
quarter in 2018. Renewal rates are not fully measurable until 45 days after the end of the quarter.

• We repurchased 3.9 million shares of our common stock for an aggregate cost of $738.5 million in 2019. As of

December 31, 2019, there was $327.5 million remaining for future share repurchases under the share repurchase
program.

•

Effective February 6, 2020, our Board authorized the repurchase of our common stock in the amount of $743.0
million, in addition to the $257.0 million that remained available for repurchases under the share repurchase
program, for a total repurchase authorization of up to $1.0 billion under the program.

• We generated cash flows from operating activities of $753.9 million in 2019, which represents an increase of 8%

as compared to 2018.

VERISIGN FORM 10-K2019

Critical Accounting Policies and Significant Management Estimates

The discussion and analysis of our financial condition and results of operations are based upon our Consolidated
Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing
basis, management evaluates those estimates. Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

An accounting estimate is considered critical if the nature of the estimates or assumptions is material due to the levels of

subjectivity and judgment involved, and the impact of changes in the estimates and assumptions would have a material effect
on the consolidated financial statements. We believe the following critical accounting estimates and policies have the most
significant impact on our consolidated financial statements:

Income taxes

Our operations involve dealing with uncertainties and judgments in the application of complex tax regulations in
multiple jurisdictions. The final taxes payable are dependent upon many factors, including negotiations with taxing authorities
in various jurisdictions and resolution of disputes arising from U.S. federal, state, and international tax audits. We only
recognize or continue to only recognize tax positions that are more likely than not to be sustained upon examination. We adjust
these amounts in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the
ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities.

Results of Operations

The following table presents information regarding our results of operations as a percentage of revenues:

Year Ended December 31,

2019

2018

2017

Revenues ...................................................................................................................

100.0%

Costs and expenses:

Cost of revenues.................................................................................................
Sales and marketing ...........................................................................................
Research and development ................................................................................
General and administrative ................................................................................
Total costs and expenses .............................................................................
Operating income ......................................................................................................
Interest expense.........................................................................................................
Non-operating income, net........................................................................................
Income before income taxes .....................................................................................
Income tax expense ...................................................................................................
Net income ................................................................................................................

14.6
3.8
4.9
11.2
34.5
65.5
(7.4)
3.5
61.6
(11.9)

15.8
5.3
4.8
10.9
36.8
63.2
(9.5)
6.3
60.0
(12.1)

16.6
7.0
4.5
11.2
39.3
60.7
(11.7)
2.4
51.4
(12.2)

49.7%

47.9%

39.2%

Revenues

Our revenues are primarily derived from registrations for domain names in the .com and .net domain name registries. We

also derive revenues from operating domain name registries for several other TLDs and from providing back-end registry
services to a number of TLD registry operators, all of which are not significant in relation to our consolidated revenues. For
domain names registered with the .com and .net registries we receive a fee from registrars per annual registration that is fixed
pursuant to our agreements with ICANN. Individual customers, called registrants, contract directly with registrars or their
resellers, and the registrars in turn register the domain names with Verisign. Changes in revenues are driven largely by changes
in the number of new domain name registrations and the renewal rate for existing registrations as well as the impact of new and
prior price increases, to the extent permitted by ICANN and the DOC. New registrations and the renewal rate for existing
registrations are impacted by continued growth in online advertising, e-commerce, and the number of internet users, as well as
marketing activities carried out by us and our registrars. The annual fee for a .com domain name registration has been fixed at

VERISIGN FORM 10-K2019

$7.85 since 2012. On October 26, 2018, we entered into an agreement with the DOC to amend the Cooperative Agreement.
The amendment extends the term of the Cooperative Agreement until November 30, 2024 and permits the price of a .com
domain name to be increased without further DOC approval by up to 7% in each of the final four years of each six-year period
beginning on October 26, 2018. We increased the annual fee for a .net domain name registration from $8.20 to $9.02 on
February 1, 2018. We have the contractual right to increase the fees for .net domain name registrations by up to 10% each year
during the term of our agreement with ICANN, through June 30, 2023. We offer promotional marketing programs for our
registrars based upon market conditions and the business environment in which the registrars operate. All fees paid to us
for .com and .net registrations are in U.S. dollars.
A comparison of revenues is presented below:

Year Ended December 31,

2019

%
Change

2018

%
Change

2017

(Dollars in thousands)

Revenues .......................................................................... $ 1,231,661

1% $ 1,214,969

4% $ 1,165,095

The following table compares the .com and .net domain name registrations in the domain name base:

As of December 31,

2019

%
Change

2018

%
Change

2017

.com and .net domain name registrations in the domain name base

158.8 million

4% 153.0 million

4% 146.4 million

Growth in the domain name base has been primarily driven by continued internet growth and marketing activities carried
out by us and our registrars. However, competitive pressure from ccTLDs, the introduction of new gTLDs, ongoing changes in
internet practices and behaviors of consumers and business, as well as the motivation of existing domain name registrants
managing their investment in domain names, and historical global economic uncertainty, has limited the rate of growth of the
domain name base in recent years and may continue to do so in 2020 and beyond.

Revenues increased by $16.7 million in 2019 compared to 2018, primarily due to an increase in revenues from the

operation of the registries for the .com and .net TLDs, partially offset by the decrease in revenues from the security services
business as customers terminated or consented to the assignment of their contracts to Neustar. The increase in revenues from
the .com and .net TLDs was driven by a 5% increase in registrations in the domain name base for .com and the increase in
the .net domain name registration fees in February 2018, partially offset by a 4% decline in registrations in the domain name
base for .net.

Geographic revenues

We generate revenues in the U.S.; Europe, the Middle East and Africa (“EMEA”); China; and certain other countries,
including Canada, Australia and Japan. The following table presents a comparison of the Company’s geographic revenues:

Year Ended December 31,

2019

%
Change

2018

%
Change

2017

U.S........................................................................................ $ 772,586
206,975
EMEA...................................................................................
119,291
China ....................................................................................
132,809
Other.....................................................................................
Total revenues .................................................................... $ 1,231,661

(Dollars in thousands)

2 % $ 756,907

7 % $ 707,906

212,699
(3)%
106,841
12 %
(4)%
138,522
1 % $ 1,214,969

211,349
1 %
106,526
— %
(1)%
139,314
4 % $ 1,165,095

Revenues in the table above are attributed to the country of domicile and the respective regions in which our registrars are
located, however, this may differ from the regions where the registrars operate or where registrants are located. Revenue growth
for each region may be impacted by registrars reincorporating, relocating, or from acquisitions or changes in affiliations of
resellers. Revenue growth for each region may also be impacted by registrars domiciled in one region, registering domain
names in another region. The majority of our revenue growth in 2019 has come from increased sales to registrars based in the
U.S. and China. Revenues in the U.S. and EMEA regions in particular, were impacted by the decrease in revenues from our
security services business as customers terminated or consented to the assignment of their contracts to Neustar.

VERISIGN FORM 10-K2019

We expect revenues will continue to grow in 2020, as a result of the increased volume of domain registrations in 2019,

and continued growth in registrations in the domain name base in 2020, partially offset by the elimination of revenue from the
customers of our security services business that had not yet consented to the assignment of their contracts to Neustar.

Cost of revenues

Cost of revenues consist primarily of salaries and employee benefits expenses for our personnel who manage the

operational systems, depreciation expenses, operational costs associated with the delivery of our services, fees paid to ICANN,
customer support and training, consulting and development services, costs of facilities and computer equipment used in these
activities, telecommunications expense and allocations of indirect costs such as corporate overhead.

A comparison of cost of revenues is presented below:

Year Ended December 31,

2019

%
Change

2018

%
Change

2017

(Dollars in thousands)

Cost of revenues ............................................................... $

180,467

(6)% $

192,134

(1)% $

193,326

Cost of revenues decreased by $11.7 million in 2019 compared to 2018 primarily due to decreases in salary and employee

benefits expenses, telecommunications expenses, and depreciation expenses. Salary and benefits expenses decreased by $5.5
million due to a reduction in average headcount primarily related to employees supporting the divested security services
business. Telecommunications expenses decreased by $5.1 million as a result of lower costs to support our operations.
Depreciation expenses decreased by $2.0 million as a result of a decrease in capital expenditures in recent years.

We expect cost of revenues as a percentage of revenues to remain consistent in 2020 as compared to 2019.

Sales and marketing

Sales and marketing expenses consist primarily of salaries, sales commissions, sales operations and other personnel-
related expenses, travel and related expenses, trade shows, costs of lead generation, costs of computer and communications
equipment and support services, facilities costs, consulting fees, costs of marketing programs, such as online, television, radio,
print and direct mail advertising costs, and allocations of indirect costs such as corporate overhead.

A comparison of sales and marketing expenses is presented below:

Year Ended December 31,

2019

%
Change

2018

%
Change

2017

(Dollars in thousands)

Sales and marketing .......................................................... $

46,637

(28)% $

64,891

(21)% $

81,951

Sales and marketing expenses decreased by $18.3 million in 2019 compared to 2018 primarily due to decreases in salary

and employee benefits expenses, advertising and marketing expenses, and allocated overhead expenses. Salary and employee
benefits expenses decreased by $9.1 million due to a reduction in average headcount primarily affecting employees supporting
the divested security services business. Advertising and marketing expenses decreased by $4.4 million as we executed fewer
marketing activities and campaigns. Allocated overhead expenses decreased by $2.7 million primarily due to a decrease in
average headcount relative to other cost types.

We expect sales and marketing expenses as a percentage of revenues to remain consistent in 2020 as compared to 2019.

Research and development

Research and development expenses consist primarily of costs related to research and development personnel, including

salaries and other personnel-related expenses, consulting fees, facilities costs, computer and communications equipment,
support services used in our service and technology development, and allocations of indirect costs such as corporate overhead.

VERISIGN FORM 10-K2019

A comparison of research and development expenses is presented below:

Year Ended December 31,

2019

%
Change

2018

%
Change

2017

(Dollars in thousands)

Research and development ............................................... $

60,805

5% $

57,884

11% $

52,342

Research and development expenses increased by $2.9 million in 2019 compared to 2018 primarily due to a decrease in
capitalized labor and an increase in allocated overhead expenses. Capitalized labor decreased by $2.5 million due to a shift in
work from capital projects to certain non-capital projects and maintenance of existing software products. Allocated overhead
expenses increased by $2.0 million primarily due to an increase in average headcount relative to other cost types.

We expect research and development expenses as a percentage of revenues to remain consistent in 2020 as compared to

2019.

General and administrative

General and administrative expenses consist primarily of salaries and other personnel-related expenses for our executive,

administrative, legal, finance, information technology and human resources personnel, costs of facilities, computer and
communications equipment, management information systems, support services, professional services fees, and certain tax and
license fees, offset by allocations of indirect costs such as facilities and shared services expenses to other cost types.

A comparison of general and administrative expenses is presented below:

Year Ended December 31,

2019

%
Change

2018

%
Change

2017

(Dollars in thousands)

General and administrative ............................................... $

137,625

4% $

132,668

2% $

129,754

General and administrative expenses increased by $5.0 million in 2019 compared to 2018 primarily due to increases in

salary and employee benefits expenses and software license expenses. Salary and employee benefits expenses increased by
$2.8 million due to an increase in average headcount and annual salary increases. Software license expenses increased by $2.4
million resulting from costs related to certain security initiatives.

We expect general and administrative expenses as a percentage of revenues to remain consistent in 2020 as compared to

2019.

Interest expense

See Note 4, “Debt and interest expense” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

We expect interest expense to remain consistent in 2020 as compared to 2019.

Non-operating income, net

See Note 9, “Non-operating income, net” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

We expect Non-operating income, net to decrease in 2020 as compared to 2019 due to income from the transition services
provided to Neustar in 2019 in connection with the sale of customer contracts of our security services business and a decrease
in interest income resulting from a decline in interest rates.

Income tax expense

Year Ended December 31,

2019

2018

2017

(Dollars in thousands)

Income tax expense.....................................................................................................
Effective tax rate.........................................................................................................

146,477

$ 147,027

$ 141,764

19%

20%

24%

The effective tax rates for 2019 and 2018 were lower than the statutory federal rate of 21% due to a lower foreign
effective tax rate and excess tax benefits related to stock-based compensation, partially offset by state income taxes, U.S. taxes
on our foreign earnings, and accrual for uncertain tax positions.

VERISIGN FORM 10-K2019

As of December 31, 2019, we had deferred tax assets arising from deductible temporary differences, tax losses, and tax

credits of $94.8 million, net of valuation allowances, but before the offset of certain deferred tax liabilities. With the exception
of deferred tax assets related to certain state and foreign NOL carryforwards, we believe it is more likely than not that the tax
effects of the deferred tax liabilities, together with future taxable income, will be sufficient to fully recover the remaining
deferred tax assets.

We qualified for a tax holiday in Switzerland until the end of 2019 which lowered tax rates on certain types of income and
required certain thresholds of foreign source income. The tax holiday reduced our foreign income tax expense by $17.3 million
($0.15 per share) and $16.9 million ($0.14 per share) in 2019 and 2018, respectively. The benefit from the tax holiday is
calculated before consideration of any offsetting tax impact in the United States. Effective January 1, 2020, due to Swiss tax
law changes, the tax holiday was eliminated, which was partially offset by a lowered statutory tax rate.

We expect the effective tax rate for 2020 to be between 18% and 21%.

Liquidity and Capital Resources

Cash and cash equivalents .......................................................................................................... $
Marketable securities ..................................................................................................................

Total ..................................................................................................................................... $

As of December 31,

2019

2018

(In thousands)

508,196 $
709,863
1,218,059 $

357,415
912,254
1,269,669

As of December 31, 2019, our principal source of liquidity was $508.2 million of cash and cash equivalents and $709.9

million of marketable securities. The marketable securities consist primarily of debt securities issued by the U.S. Treasury
meeting the criteria of our investment policy, which is focused on the preservation of our capital through investment in
investment grade securities. The cash equivalents consist mainly of amounts invested in money market funds and U.S. Treasury
bills purchased with original maturities of less than 90 days. As of December 31, 2019, all of our debt securities have
contractual maturities of less than one year. Our cash and cash equivalents are readily accessible. Following the Tax Cuts and
Jobs Act, we have greater flexibility in accessing the cash, cash equivalents and marketable securities balances held by our
foreign subsidiaries. For additional information on our investment portfolio, see Note 2, “Financial Instruments,” of our Notes
to Consolidated Financial Statements in Item 8 of this Form 10-K.

In 2019, we repurchased 3.9 million shares of our common stock at an average stock price of $188.84 for an aggregate
cost of $738.5 million under our share repurchase program. In 2018, we repurchased 4.4 million shares of our common stock
at an average stock price of $137.86 for an aggregate cost of $600.0 million. Effective February 6, 2020, our Board authorized
the repurchase of our common stock in the amount of $743.0 million, in addition to the $257.0 million that remained available
for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the
program.

As of December 31, 2019, we had $550.0 million principal amount outstanding of 4.75% senior unsecured notes due
2027, $500.0 million principal amount outstanding of the 5.25% senior unsecured notes due 2025 and $750.0 million principal
amount outstanding of the 4.625% senior unsecured notes due 2023. In December 2019, we entered into a new $200.0 million
unsecured revolving credit facility. This facility will expire in 2024 and takes the place of our prior unsecured revolving credit
facility. As of December 31, 2019, there were no borrowings outstanding under this credit facility.

In 2018 we settled our subordinated convertible debentures with the $1.25 billion principal value paid in cash and 26.1

million shares of common stock issued for the conversion spread.

We believe existing cash, cash equivalents and marketable securities, and funds generated from operations, together with

our ability to arrange for additional financing should be sufficient to meet our working capital, capital expenditure
requirements, and to service our debt for the next 12 months. We regularly assess our cash management approach and activities
in view of our current and potential future needs.

VERISIGN FORM 10-K2019

In summary, our cash flows for 2019, 2018, and 2017 were as follows:

Year Ended December 31,

2019

2018

2017

(In thousands)

Net cash provided by operating activities .......................................................................

$ 753,892

$ 697,767

$ 702,761

Net cash provided by (used in) investing activities ........................................................
Net cash used in financing activities...............................................................................
Effect of exchange rate changes on cash, cash equivalents and restricted cash .............
Net increase (decrease) in cash, cash equivalents and restricted cash.....................

167,195
(770,303)
64
$ 150,848

1,070,130
(1,875,325)
(958)
$ (108,386)

(405,424)
(65,073)
1,294
$ 233,558

Cash flows from operating activities

Our largest source of operating cash flows is cash collections from our customers. Our primary uses of cash from
operating activities are for personnel related expenditures, and other general operating expenses, as well as payments related to
taxes, interest and facilities.

Net cash provided by operating activities increased in 2019 compared to 2018 primarily due to an increase in cash
received from customers and a decrease in cash paid for interest, partially offset by an increase in cash paid for income taxes.
Cash received from customers increased primarily due to higher domain name registrations and renewals. The decrease in cash
paid for interest on our debt obligations was primarily due to the settlement of our subordinated convertible debentures in May
2018. The increase in cash paid for income taxes was primarily due to by higher U.S. federal income tax payments in 2019,
partially offset by the $60.7 million of foreign withholding taxes paid on the repatriation of $1.15 billion cash held by foreign
subsidiaries to the U.S. in the first quarter of 2018.

Cash flows from investing activities

The changes in cash flows from investing activities primarily relate to purchases, maturities and sales of marketable

securities, purchases of property and equipment and the sale of businesses.

Net cash provided by investing activities decreased in 2019 compared to 2018 primarily due to decreases in proceeds
from sales and maturities of marketable securities, net of purchases, proceeds from the sale of businesses, and an increase in
purchases of property and equipment.

Cash flows from financing activities

The changes in cash flows from financing activities primarily relate to share repurchases, proceeds from and repayment

of borrowings, and our employee stock purchase plan (“ESPP”).

Net cash used in financing activities decreased in 2019 compared to 2018 primarily due to the repayment of the principal

amount of the subordinated convertible debentures during 2018, partially offset by an increase in share repurchases.

Impact of Inflation

We do not believe that inflation has had a significant impact on our operations in any of the periods presented.

Income taxes

We expect cash paid for income taxes in 2020 to approximate our Income tax expenses for the year.

Property and Equipment Expenditures

Our planned property and equipment expenditures for 2020 are anticipated to be between $45.0 million and $55.0 million

and will primarily be focused on infrastructure upgrades and enhancements to our product portfolio.

Contractual Obligations

See Note 11, “Commitments and Contingencies,” Purchase Obligations and Contractual Agreements, of our Notes to

Consolidated Financial Statements in Item 8 of this Form 10-K.

VERISIGN FORM 10-K2019

Off-Balance Sheet Arrangements

It is not our business practice to enter into off-balance sheet arrangements. As of December 31, 2019, we did not have any
significant off-balance sheet arrangements. See Note 11, “Commitments and Contingencies,” Off-Balance Sheet Arrangements,
of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further information regarding off-balance
sheet arrangements.

Dilution from RSUs

Grants of stock-based awards are key components of the compensation packages we provide to attract and retain certain

of our talented employees and align their interests with the interests of existing stockholders. We recognize that these stock-
based awards dilute existing stockholders and have sought to control the number granted while providing competitive
compensation packages. As of December 31, 2019, there are a total of 0.9 million unvested RSUs which represent potential
dilution of less than 1.0%. This maximum potential dilution will only result if all outstanding RSUs vest and are settled. In
recent years, our stock repurchase program has more than offset the dilutive effect of RSU grants to employees; however, we
may reduce the level of our stock repurchases in the future as we may use our available cash for other purposes.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks, including changes in interest rates, foreign exchange rates and market risks. We

have not entered into any market risk sensitive instruments for trading purposes.

Interest rate sensitivity

The fixed income securities in our investment portfolio are subject to interest rate risk. As of December 31, 2019, we had

$1.04 billion of fixed income securities, which consisted of U.S. Treasury bills with maturities of less than one year. A
hypothetical change in interest rates by 100 basis points would not have a significant impact on the fair value of our
investments.

Foreign exchange risk management

We conduct business in several countries and transact in multiple foreign currencies. The functional currency for all of

our international subsidiaries is the U.S. Dollar. Our foreign currency risk management program is designed to mitigate foreign
exchange risks associated with monetary assets and liabilities of our operations that are denominated in currencies other than
the U.S. dollar. The primary objective of this program is to minimize the gains and losses to income resulting from fluctuations
in exchange rates. We may choose not to hedge certain foreign exchange exposures due to immateriality, prohibitive economic
cost of hedging particular exposures, and limited availability of appropriate hedging instruments. We do not enter into foreign
currency transactions for trading or speculative purposes, nor do we hedge foreign currency exposures in a manner that entirely
offsets the effects of changes in exchange rates. The program may entail the use of forward or option contracts, which are
usually placed and adjusted monthly. These foreign currency forward contracts are derivatives and are recorded at fair market
value. We attempt to limit our exposure to credit risk by executing foreign exchange contracts with financial institutions that
have investment grade ratings.

As of December 31, 2019, we held foreign currency forward contracts in notional amounts totaling $26.3 million to
mitigate the impact of exchange rate fluctuations associated with certain foreign currencies. Gains or losses on the foreign
currency forward contracts would be largely offset by the remeasurement of our foreign currency denominated assets and
liabilities, resulting in an insignificant net impact to income.

A hypothetical uniform 10% strengthening or weakening in the value of the U.S. dollar relative to the foreign currencies

in which our revenues and expenses are denominated would not result in a significant impact to our financial statements.

Market risk management

The fair market values of our senior notes are subject to interest rate risk. Generally, the fair market value of fixed interest

rate debt will increase as interest rates fall and decrease as interest rates rise. As of December 31, 2019, the fair values of the
senior notes issued in 2013, 2015 and 2017 were $762.8 million, $552.3 million, and $581.9 million, respectively, based on
available market information from public data sources.

VERISIGN FORM 10-K2019

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statement Description

Reports of Independent Registered Public Accounting Firm .................................................................................
Consolidated Balance Sheets ..................................................................................................................................
Consolidated Statements of Comprehensive Income .............................................................................................
Consolidated Statements of Stockholders’ Deficit .................................................................................................
Consolidated Statements of Cash Flows.................................................................................................................
Notes to Consolidated Financial Statements ..........................................................................................................

Page

35
38
39
40
41
42

VERISIGN FORM 10-K2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

VeriSign, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Verisign, Inc. and subsidiaries (the Company) as of
December 31, 2019 and 2018, the related consolidated statements of comprehensive income, stockholders’ deficit, and cash
flows for each of the years in the three year period ended December 31, 2019, and the related notes (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for
each of the years in the three year period ended December 31, 2019, in conformity with U.S. generally accepted accounting
principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 14, 2020 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.

Change in Accounting Principle

Effective January 1, 2018, the Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with
Customers, and several related amendments, issued by the Financial Accounting Standards Board (FASB). This change was
adopted using the modified retrospective method.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the Company’s uncertain tax positions.

As discussed in Notes 1 and 10 of the consolidated financial statements, as of December 31, 2019, the Company had
$231.3 million of gross unrecognized tax benefits.

We identified the evaluation of the Company’s uncertain tax positions as a critical audit matter because complex auditor
judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of
the tax positions.

The primary procedures we performed to address this critical audit matter included the following. We tested certain
internal controls over the Company’s uncertain tax positions process to assess that new and existing tax positions and

VERISIGN FORM 10-K2019

adjustments giving rise to additional uncertain tax positions were considered in accordance with applicable guidance over
accounting for uncertain tax positions. Since tax law is complex and often subject to interpretations, we involved tax
professionals with specialized skills and knowledge, who assisted in:

•
•

•

Evaluating the Company’s tax positions and its interpretation of tax laws,
Identifying any changes or developments in tax law, court cases, tax regulations or any pertinent tax rulings that would
impact the positions taken by the Company,
Performing a web based search of key terms relating to the Company’s uncertain tax positions to identify public
company filings that disclose similar positions with alternative treatments,
Examining the Company’s filed tax returns and the detailed tax provision to assess the sustainability of the Company’s
uncertain tax positions, and

• Reading the Company’s board minutes and inquiring of various members of the tax, legal and finance teams regarding

their knowledge of conditions that would give rise to a change in the uncertain tax positions.

Additionally, we involved tax and valuation professionals with specialized skills and knowledge, who assisted in:

• Reading correspondence from the Internal Revenue Service (IRS) in relation to the Company’s income tax returns to

assess any changes or developments relevant to the sustainability of the Company’s positions.

/s/ KPMG LLP

We have served as the Company’s auditor since 1995.

McLean, Virginia
February 14, 2020

VERISIGN FORM 10-K2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

VeriSign, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Verisign, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31,
2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated
statements of comprehensive income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended
December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated February
14, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

McLean, Virginia
February 14, 2020

VERISIGN FORM 10-K2019

VERISIGN, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)

December 31,
2019

December 31,
2018

Current assets:

ASSETS

Cash and cash equivalents ................................................................................................... $
Marketable securities...........................................................................................................
Other current assets .............................................................................................................
Total current assets .......................................................................................................
Property and equipment, net .......................................................................................................
Goodwill .....................................................................................................................................

Deferred tax assets ......................................................................................................................
Deposits to acquire intangible assets ..........................................................................................
Other long-term assets ................................................................................................................
Total long-term assets...................................................................................................
Total assets ................................................................................................................... $

508,196 $
709,863
60,530
1,278,589
250,283
52,527
87,798
145,000
39,812
575,420
1,854,009 $

357,415
912,254
47,365
1,317,034
253,905
52,527
104,992
145,000
41,046
597,470
1,914,504

Current liabilities:

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Accounts payable and accrued liabilities ............................................................................ $
Deferred revenues................................................................................................................
Total current liabilities..................................................................................................
Long-term deferred revenues......................................................................................................
Senior notes ................................................................................................................................
Long-term tax and other liabilities .............................................................................................
Total long-term liabilities .............................................................................................
Total liabilities..............................................................................................................

209,988 $
755,178
965,166
278,702
1,787,565
312,676
2,378,943
3,344,109

215,208
732,382
947,590
285,720
1,785,047
281,621
2,352,388
3,299,978

Commitments and contingencies
Stockholders’ deficit:

Preferred stock—par value $.001 per share; Authorized shares: 5,000; Issued and
outstanding shares: none......................................................................................................
Common stock—par value $.001 per share; Authorized shares: 1,000,000; Issued
shares: 353,157 at December 31, 2019 and 352,325 at December 31, 2018; Outstanding
shares: 116,715 at December 31, 2019 and 120,037 at December 31, 2018.......................
Additional paid-in capital ....................................................................................................
Accumulated deficit.............................................................................................................
Accumulated other comprehensive loss ..............................................................................
Total stockholders’ deficit ............................................................................................
Total liabilities and stockholders’ deficit...................................................................... $

—

353
14,989,658
(16,477,490)
(2,621)
(1,490,100)
1,854,009 $

352
15,706,774
(17,089,789)
(2,811)
(1,385,474)
1,914,504

See accompanying Notes to Consolidated Financial Statements.

VERISIGN FORM 10-K2019

VERISIGN, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share data)

Revenues .......................................................................................................................... $1,231,661 $1,214,969 $1,165,095
Costs and expenses:

Year Ended December 31,

2019

2018

2017

180,467
46,637
60,805
137,625

Cost of revenues........................................................................................................
Sales and marketing ..................................................................................................
Research and development........................................................................................
General and administrative .......................................................................................
Total costs and expenses ....................................................................................
447,577
Operating income .............................................................................................................
767,392
Interest expense ................................................................................................................
(114,845)
Non-operating income, net ...............................................................................................
76,969
Income before income taxes.............................................................................................
729,516
Income tax expense ..........................................................................................................
(147,027)
Net income .......................................................................................................................
582,489
Other comprehensive income...........................................................................................
130
Comprehensive income .................................................................................................... $ 612,489 $ 582,619

425,534
806,127
(90,611)
43,260
758,776
(146,477)
612,299
190

192,134
64,891
57,884
132,668

193,326
81,951
52,342
129,754

457,373
707,722
(136,336)
27,626
599,012
(141,764)
457,248
512
$ 457,760

Earnings per share:

Basic.......................................................................................................................... $
Diluted....................................................................................................................... $

5.17 $
5.15 $

5.13 $
4.75 $

4.56
3.68

Shares used to compute earnings per share

Basic..........................................................................................................................
Diluted.......................................................................................................................

118,513
118,968

113,452
122,661

100,325
124,180

See accompanying Notes to Consolidated Financial Statements.

VERISIGN FORM 10-K2019

VERISIGN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands)

Year Ended December 31,

2019

2018

2017

Total stockholders’ deficit, beginning of period .............................................. $ (1,385,474) $ (1,260,271) $ (1,200,595)

Common stock

Beginning balance ........................................................................................

Issuance of common stock under stock plans...............................................
Conversion of subordinated convertible debentures.....................................
Balance, end of period: ............................................................................

352

1
—
353

325

1
26
352

324

1
—
325

Additional paid-in capital

Beginning balance ........................................................................................
Repurchase of common stock .......................................................................
Stock-based compensation expense..............................................................
Issuance of common stock under stock plans...............................................
Conversion of subordinated convertible debentures.....................................
Cumulative effects of changes in accounting principle ................................
Balance, end of period .............................................................................

15,706,774
(782,583)
52,316
13,151
—
—
14,989,658

16,437,135
(638,152)
54,574
12,835
(159,618)
—
15,706,774

16,987,488
(621,173)
55,362
12,914
—
2,544
16,437,135

Accumulated deficit

Beginning balance ........................................................................................
Net income....................................................................................................
Cumulative effects of changes in accounting principles ..............................
Balance, end of period .............................................................................

(17,089,789)
612,299
—
(16,477,490)

(17,694,790)
582,489
22,512
(17,089,789)

(18,184,954)
457,248
32,916
(17,694,790)

Accumulated other comprehensive loss

Beginning balance ........................................................................................
Other comprehensive income .......................................................................
Balance, end of period .............................................................................

(2,811)
190
(2,621)

(2,941)
130
(2,811)

(3,453)
512
(2,941)

Total stockholders’ deficit, end of period ......................................................... $ (1,490,100) $ (1,385,474) $ (1,260,271)

See accompanying Notes to Consolidated Financial Statements

VERISIGN FORM 10-K2019

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

VERISIGN, INC.

(In thousands)

VERISIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Year Ended December 31,

2019

2018

2017

Total stockholders’ deficit, beginning of period .............................................. $ (1,385,474) $ (1,260,271) $ (1,200,595)

Common stock

Beginning balance ........................................................................................

Issuance of common stock under stock plans...............................................

Conversion of subordinated convertible debentures.....................................

Balance, end of period: ............................................................................

352

—

353

325

352

324

—

325

Additional paid-in capital

Beginning balance ........................................................................................

15,706,774

16,437,135

16,987,488

Repurchase of common stock .......................................................................

(782,583)

(638,152)

(621,173)

Stock-based compensation expense..............................................................

Issuance of common stock under stock plans...............................................

Conversion of subordinated convertible debentures.....................................

Cumulative effects of changes in accounting principle ................................

52,316

13,151

—

54,574

12,835

(159,618)

—

55,362

12,914

—

2,544

Balance, end of period .............................................................................

14,989,658

15,706,774

16,437,135

Accumulated deficit

Beginning balance ........................................................................................

(17,089,789)

(17,694,790)

(18,184,954)

Net income....................................................................................................

Cumulative effects of changes in accounting principles ..............................

612,299

—

582,489

22,512

457,248

32,916

Balance, end of period .............................................................................

(16,477,490)

(17,089,789)

(17,694,790)

Accumulated other comprehensive loss

Beginning balance ........................................................................................

Other comprehensive income .......................................................................

Balance, end of period .............................................................................

(2,811)

190

(2,621)

(2,941)

130

(2,811)

(3,453)

512

(2,941)

Total stockholders’ deficit, end of period ......................................................... $ (1,490,100) $ (1,385,474) $ (1,260,271)

See accompanying Notes to Consolidated Financial Statements

Cash flows from operating activities:

Net income................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation of property and equipment..............................................
Stock-based compensation ...................................................................
Amortization of discount on investments in debt securities ................
Gain on sale of business .......................................................................
Other, net ..............................................................................................
Changes in operating assets and liabilities
Other assets ........................................................................................
Accounts payable and accrued liabilities...........................................
Deferred revenues ..............................................................................
Net deferred income taxes and other long-term tax liabilities...........
Net cash provided by operating activities .....................................

Cash flows from investing activities:

Proceeds from maturities and sales of marketable securities ......................
Purchases of marketable securities ..............................................................
Purchases of property and equipment..........................................................
(Payments) Proceeds from sale of business.................................................
Other investing activities .............................................................................
Net cash provided by (used in) investing activities ......................

Cash flows from financing activities:

Repurchases of common stock ....................................................................
Proceeds from employee stock purchase plan
Repayment of principal on subordinated convertible debentures
Proceeds from senior notes, net of issuance costs .......................................
Other financing activities ............................................................................
Net cash used in financing activities.............................................

Effect of exchange rate changes on cash, cash equivalents and restricted
cash...................................................................................................................
Net increase (decrease) in cash, cash equivalents and restricted cash .............
Cash, cash equivalents, and restricted cash at beginning of period .................
Cash, cash equivalents, and restricted cash at end of period............................ $
Supplemental cash flow disclosures:

Year Ended December 31,

2019

2018

2017

612,299 $

582,489 $

457,248

46,330

50,626
(14,777)
(817)
3,668

(3,279)
(24)
16,191
43,675
753,892

2,247,904
(2,030,521)
(40,316)
(9,872)
—
167,195

(782,583)
13,152
—
—
(872)
(770,303)

48,367

52,504
(18,259)
(54,840)
14,646

1,041
(2,130)
19,825
54,124
697,767

4,031,809
(2,976,752)
(37,007)
52,240
(160)
1,070,130

(638,152)
12,836
(1,250,009)
—
—
(1,875,325)

49,878

52,907
(14,860)
(10,421)
272

13,775
15,483
25,348
113,131
702,761

4,562,161
(4,929,834)
(49,499)
11,748
—
(405,424)

(621,173)
12,915
—
543,185
—
(65,073)

(958)

150,848
366,753
517,601 $

(108,386)
475,139
366,753 $

1,294

233,558
241,581
475,139

Cash paid for interest................................................................................... $
Cash paid for income taxes, net of refunds received................................... $

87,683 $
89,974 $

117,956 $
84,906 $

117,234
28,294

See accompanying Notes to Consolidated Financial Statements.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019, 2018 AND 2017

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

VeriSign, Inc. (“Verisign” or “the Company”) was incorporated in Delaware on April 12, 1995. The Company has one

reportable segment. The Company enables the security, stability, and resiliency of key internet infrastructure and services,
including providing root zone maintainer services, operating two of the 13 global internet root servers, and providing
registration services and authoritative resolution for the .com and .net top-level domains, which support the majority of global
e-commerce.

Basis of Presentation

The accompanying consolidated financial statements of Verisign and its subsidiaries have been prepared in conformity
with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). All significant intercompany accounts
and transactions have been eliminated.

The preparation of these consolidated financial statements requires management to make estimates and judgments that

affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and
liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to current period presentation. Such

reclassifications have no effect on net income as previously reported.

Adoption of New Accounting Standards

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases, and several
related amendments, issued by the Financial Accounting Standards Board (“FASB”), collectively codified under Accounting
Standards Codification (“ASC”) 842, Leases. ASC 842 requires most operating leases to be reported on the balance sheet as a
lease liability and a right-of-use asset. This standard was applied as of the effective date of January 1, 2019, and therefore prior
period amounts were not adjusted. The adoption of ASC 842 did not have a material impact on the Company’s consolidated
financial statements.

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, and several

related amendments, issued by the FASB. The adoption of ASU 2014-09 did not have any impact on our revenue recognition,
but did result in a change in the accounting for costs incurred to obtain a contract. This change was adopted using the modified
retrospective method and did not have a material impact on the Company’s consolidated financial statements.

Significant Accounting Policies

Cash and Cash Equivalents

Verisign considers all highly-liquid investments purchased with original maturities of three months or less to be cash

equivalents. Cash and cash equivalents include certain money market funds, debt securities and various deposit accounts.
Verisign maintains its cash and cash equivalents with financial institutions that have investment grade ratings and, as part of its
cash management process, performs periodic evaluations of the relative credit standing of these financial institutions.

Marketable Securities

Marketable securities primarily consist of debt securities issued by the U.S. Treasury. All marketable securities are

classified as available-for-sale and are carried at fair value. Unrealized gains and losses, net of taxes, are reported as a
component of Accumulated other comprehensive loss. The specific identification method is used to determine the cost basis of
the marketable securities sold. The Company classifies its marketable securities as current based on their nature and availability
for use in current operations.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line

method over the estimated useful lives of the assets of 35 to 47 years for buildings, 10 years for building improvements and
three years to five years for computer equipment, software, office equipment, and furniture and fixtures. Leasehold
improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or
associated lease terms.

Capitalized Software

Software included in property and equipment includes amounts paid for purchased software and development costs for

internally developed software. The Company capitalized $11.9 million and $14.7 million of costs related to internally
developed software during 2019 and 2018, respectively.

Goodwill and Other Long-lived Assets

Goodwill represents the excess of purchase consideration over fair value of net assets of businesses acquired. The

Company has only one reporting unit, which has a negative carrying value. Therefore, the goodwill is not subject to
impairment.

Long-lived assets, such as property, plant, and equipment are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. Such events or
circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset, or asset group, to estimated
undiscounted future cash flows expected to be generated by the asset, or asset group. An impairment charge is recognized in the
amount by which the carrying amount of the asset exceeds its fair value.

As of December 31, 2019, the Company’s assets include a deposit related to the purchase of the contractual rights to

the .web gTLD. The amount paid to date has been recorded as a deposit until such time that the contractual rights are
transferred to the Company. This asset would be tested for recoverability if the Company were to determine that it is no longer
probable that the rights will be transferred. At the time of the transfer of the contractual rights, the Company will record the
amount as an indefinite-lived intangible asset subject to review for impairment on an annual basis or more frequently if events
or changes in circumstances indicate that an impairment is more likely than not.

Foreign Currency Remeasurement

Verisign conducts business in several different countries and transacts in multiple currencies. The functional currency for
all of Verisign’s international subsidiaries is the U.S. Dollar. The Company’s subsidiaries’ financial statements are remeasured
into U.S. Dollars using a combination of current and historical exchange rates and any remeasurement gains and losses are
included in Non-operating income, net. Remeasurement gains and losses were not significant in each of the last three years.

Verisign maintains a foreign currency risk management program designed to mitigate foreign exchange risks associated
with the monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. The primary objective of
this program is to minimize the gains and losses resulting from fluctuations in exchange rates. The Company does not enter into
foreign currency transactions for trading or speculative purposes, nor does it hedge foreign currency exposures in a manner that
entirely offsets the effects of changes in exchange rates. The program may entail the use of forward or option contracts, which
are usually placed and adjusted monthly. These foreign currency forward contracts are derivatives and are recorded at fair
market value. The Company records gains and losses on foreign currency forward contracts in Non-operating income, net.
Gains and losses related to foreign currency forward contracts were not significant in each of the last three years.

As of December 31, 2019, Verisign held foreign currency forward contracts in notional amounts totaling $26.3 million to

mitigate the impact of exchange rate fluctuations associated with certain assets and liabilities held in foreign currencies.

Revenue Recognition

Revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the

consideration the Company expects to be entitled to in exchange for those services. Revenues primarily arise from fixed fees
charged to registrars for the initial registration or renewal of .com, .net, and other domain names. Fees for domain name
registrations and renewals are generally due at the time of registration or renewal. Domain name registration terms range from
one year up to ten years.

Most customers either maintain a deposit with Verisign or provide an irrevocable letter of credit in excess of the amounts
owed. New customers are subjected to a credit review process that evaluates the customer’s financial condition and, ultimately,
their ability to pay.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Verisign also offers promotional marketing programs to its registrars based upon market conditions and the business
environment in which the registrars operate. Amounts payable to these registrars for such promotional marketing programs are
usually recorded as a reduction of revenue. If Verisign obtains an identifiable benefit separate from the services it provides to
the registrars, then amounts payable up to the fair value of the benefit received are recorded as advertising expenses and the
excess, if any, is recorded as a reduction of revenue.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s

transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance
obligation is satisfied. Each domain name registration or renewal is considered a separate optional purchase and represents a
single performance obligation, which is to allow its registration and maintain that registration (by allowing updates, Domain
Name System (“DNS”) resolution and Whois services) through the registration term. These services are provided continuously
throughout each registration term, and as such, revenues from the initial registration or renewal of domain names are deferred
and recognized ratably over the registration term. Fees for renewals and advance extensions to the existing term are deferred
until the new incremental period commences. These fees are then recognized ratably over the renewal term.

Costs Incurred to Obtain a Contract

The Company recognizes the fees payable to ICANN for each annual term of domain name registrations and renewals, as
an asset which is amortized on a straight-line basis over the related registration term. These assets are included in Other current
assets and Other long-term assets.

Advertising Expenses

Advertising costs are expensed as incurred and are included in Sales and marketing expenses. Advertising expenses,

including costs for advertising campaigns conducted jointly with our registrars were $12.8 million, $15.2 million, and $27.4
million in 2019, 2018, and 2017, respectively.

Income Taxes

Verisign uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The Company records a valuation allowance to reduce deferred tax assets to an amount
whose realization is more likely than not. For every tax-paying component and within each tax jurisdiction, all deferred tax
liabilities and assets are offset and presented as a single net noncurrent asset or liability.

The Company recognizes the U.S. income tax effect of future global intangible low-taxed income inclusions in the period

in which they arise.

The Company’s income taxes payable is reduced by the tax benefits from restricted stock unit (“RSU”) vestings equal to

the fair market value of the stock at the vesting date. If the income tax benefit at the exercise or vesting date differs from the
income tax benefit recorded based on the grant date fair value of the RSUs, the excess or shortfall of the tax benefit is
recognized within income tax expense.

Verisign’s global operations involve dealing with uncertainties and judgments in the application of complex tax
regulations in multiple jurisdictions. The final taxes payable are dependent upon many factors, including negotiations with
taxing authorities in various jurisdictions and resolution of disputes arising from U.S. federal, state, and international tax audits.
The Company only recognizes tax positions taken or expected to be taken on its tax returns that are more likely than not to be
sustained upon examination, and records a tax benefit amount that is more likely than not to be realized upon ultimate
settlement with the taxing authority. The Company adjusts its estimate of unrecorded tax benefits in light of changing facts and
circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a liability
that is materially different from its estimate.

The Company’s assumptions, judgments and estimates relative to the value of a deferred tax asset take into account
predictions of the amount and character of future taxable income, such as income from operations or capital gains income.
Actual operating results and the underlying amount and character of income in future years could render the Company’s current
assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and
estimates mentioned above could cause the Company’s actual income tax obligations to differ from its estimates, thus
materially impacting its financial condition and results of operations.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Stock-based Compensation

The Company’s stock-based compensation consists of RSUs granted to employees and the employee stock purchase plan

(“ESPP”). Stock-based compensation expense is typically recognized ratably over the requisite service period. Forfeitures of
stock-based awards are recognized as they occur. The Company also grants RSUs which include performance conditions, and
in some cases market conditions, to certain executives. The expense for these performance-based RSUs is recognized based on
the probable outcome of the performance conditions. The expense recognized for awards with market conditions is based on
the grant date fair value of the awards including the impact of the market conditions, using a Monte Carlo simulation model.
The Company uses the Black-Scholes option pricing model to determine the fair value of its ESPP offerings. The determination
of the fair value of stock-based payment awards using the Monte Carlo simulation model or the Black-Scholes option-pricing
model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective
variables.

Earnings per Share

The Company computes basic earnings per share by dividing net income by the weighted-average number of common

shares outstanding during the period. Diluted earnings per share gives effect to dilutive potential common shares, including
unvested RSUs, ESPP offerings and the conversion spread related to the subordinated convertible debentures, prior to
conversion on May 1, 2018, using the treasury stock method.

Fair Value of Financial Instruments

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three
levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair
value measurement:

• Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for
similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or
liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other
means.

• Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to
determine fair value. These assumptions are required to be consistent with market participant assumptions that are
reasonably available.

Legal Proceedings

Verisign is involved in various investigations, claims and lawsuits arising in the normal conduct of its business, none of

which, in its opinion, will have a material adverse effect on its financial condition, results of operations, or cash flows. The
Company cannot assure you that it will prevail in any litigation. Regardless of the outcome, any litigation may require the
Company to incur significant litigation expense and may result in significant diversion of management attention.

While certain legal proceedings and related indemnification obligations to which the Company is a party specify the
amounts claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation,
the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if
any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and
reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is
made after careful analysis of each matter. The required accrual may change in the future due to new developments in each
matter or changes in approach such as a change in settlement strategy in dealing with these matters. The Company does not
believe that any such matter currently being reviewed will have a material adverse effect on its financial condition, results of
operations, or cash flows.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Note 2. Financial Instruments

Cash, Cash Equivalents, and Marketable Securities

The following table summarizes the Company’s cash, cash equivalents, and marketable securities and the fair value

categorization of the financial instruments measured at fair value on a recurring basis:

Cash ............................................................................................................................................ $
Time deposits..............................................................................................................................
Money market funds (Level 1) ...................................................................................................
Debt securities issued by the U.S. Treasury (Level 1)................................................................

Total..................................................................................................................................... $

Cash and cash equivalents ..........................................................................................................
Restricted cash (included in Other long-term assets) .................................................................
Total Cash, cash equivalents, and restricted cash................................................................
Marketable securities ..................................................................................................................

Total ..................................................................................................................................... $

As of December 31,

2019

2018

(In thousands)

33,238 $
3,924
149,624
1,040,678
1,227,464 $

508,196
9,405
517,601
709,863
1,227,464 $

37,190
3,810
120,832
1,117,175
1,279,007

357,415
9,338
366,753
912,254
1,279,007

The fair value of the debt securities held as of December 31, 2019 was $1.04 billion, including less than $0.2 million of
gross and net unrealized gains. All of the debt securities held as of December 31, 2019 have contractual maturities of less than
one year.

Fair Value Measurements

The fair value of the Company’s investments in money market funds approximates their face value. Such instruments are

classified as Level 1 and are included in Cash and cash equivalents.

The fair value of the debt securities consisting of U.S. Treasury bills is based on their quoted market prices and are
classified as Level 1. Debt securities purchased with original maturities in excess of three months are included in Marketable
securities. Debt securities purchased with original maturities less than three months are included in Cash and cash equivalents.

As of December 31, 2019, the Company’s other financial instruments include cash, accounts receivable, restricted cash,
and accounts payable whose carrying values approximated their fair values. The fair values of the Company’s senior notes due
2023 (the “2023 Senior Notes”), the senior notes due 2025 (the “2025 Senior Notes”), and the senior notes due 2027 (the “2027
Senior Notes”) were $762.8 million, $552.3 million, and $581.9 million, respectively, as of December 31, 2019. The fair values
of these debt instruments are based on available market information from public data sources and are classified as Level 2.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Note 3. Other Balance Sheet Items

Other Current Assets

Other current assets consist of the following:

Prepaid registry fees ................................................................................................................... $
Prepaid expenses.........................................................................................................................
Contingent consideration receivable...........................................................................................
Accounts receivable, net .............................................................................................................
Income taxes receivable..............................................................................................................
Other ...........................................................................................................................................

Total other current assets ..................................................................................................... $

Property and Equipment, Net

The following table presents the detail of property and equipment, net:

Computer equipment and software ............................................................................................. $
Buildings and building improvements........................................................................................
Land ............................................................................................................................................
Capital work in progress .............................................................................................................
Office equipment and furniture...................................................................................................
Leasehold improvements ............................................................................................................
Total cost................................................................................................................................
Less: accumulated depreciation ..................................................................................................

Total property and equipment, net ......................................................................................... $

As of December 31,

2019

2018

(In thousands)

21,717 $
19,818
14,721
1,524
1,111
1,639

60,530 $

20,696
14,109
—
6,029
4,451
2,080

47,365

As of December 31,

2019

2018

(In thousands)

470,237 $
248,885
31,141
6,779
8,437
1,458
766,937
(516,654)
250,283 $

461,829
247,870
31,141
2,013
6,912
1,403
751,168
(497,263)
253,905

Substantially all of the Company’s property and equipment were held in the U.S. for both periods presented.

Goodwill

The following table presents the detail of goodwill:

Goodwill, gross........................................................................................................................... $
Accumulated goodwill impairment ............................................................................................

(1,485,316)

Total goodwill ........................................................................................................................ $

52,527 $

There was no impairment of goodwill or other long-lived assets recognized in any of the periods presented.

As of December 31,

2019

2018

(In thousands)

1,537,843 $

1,537,843

(1,485,316)
52,527

Deposits to Acquire Intangible Assets

The Company’s Deposit to acquire intangible assets represents the $145.0 million paid for the future assignment to the

Company of contractual rights to the .web gTLD, pending resolution of objections by other applicants, and approval from
ICANN. Upon assignment of the contractual rights, the Company will record the total investment as an indefinite-lived
intangible asset.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Other Long-Term Assets

Other long-term assets consist of the following:

Restricted cash ............................................................................................................................ $
Long-term prepaid registry fees..................................................................................................
Other tax receivable ....................................................................................................................
Operating lease right-of-use asset...............................................................................................
Contingent consideration receivable...........................................................................................
Other ...........................................................................................................................................

Total other long-term assets................................................................................................. $

As of December 31,

2019

2018

(In thousands)
9,405 $

7,753
6,927
9,133
—
6,594
39,812 $

9,338

7,779
5,673
—
14,721
3,535
41,046

The prepaid registry fees in the tables above relate to the fees the Company pays to ICANN for each annual term of .com

domain name registrations and renewals which are deferred and amortized over the domain name registration term. The
amount of prepaid registry fees as of December 31, 2019 reflects amortization of $34.6 million during 2019 which was
recorded in Cost of Revenues. The operating lease right-of-use asset as of December 31, 2019 in the table above reflects
amounts recognized in 2019 pursuant to the adoption of ASC 842, Leases. The contingent consideration receivable in the tables
above relate to the estimated amount due from Neustar in the first quarter of 2020. The receivable was reclassified from Other
long-term assets as of December 31, 2018 to Other current assets as of December 31, 2019.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:

As of December 31,

2019

2018

(In thousands)

Accounts payable and accrued expenses .................................................................................... $
Customer deposits, net................................................................................................................
Accrued employee compensation ...............................................................................................
Taxes payable and other tax liabilities........................................................................................
Interest Payable...........................................................................................................................
Customer incentives payable ......................................................................................................
Accrued registry fees ..................................................................................................................
Payables to buyer ........................................................................................................................
Other accrued liabilities ..............................................................................................................

15,907 $
52,804
49,869
30,308
24,318
13,547
11,529
331
11,375

Total accounts payable and accrued liabilities .................................................................... $

209,988 $

17,263
57,025
54,746
18,961
24,318
13,771
11,029
9,875
8,220
215,208

Payables to buyer in the table above relate to amounts due to Neustar for estimated collections from customers of the
divested security services business of any billings after the closing date and until the customer contracts are assigned to Neustar.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Long-term tax and other liabilities

Long-term tax liabilities................................................................................................................ $
Long-term operating lease liabilities.............................................................................................

Long-term tax and other liabilities......................................................................................... $

As of December 31,

2019

2018

(In thousands)

308,112 $
4,564
312,676 $

281,621
—
281,621

Long-term tax liabilities include accruals for unrecognized tax benefits and the long-term portion of the U.S. income taxes
payable on the Company’s accumulated foreign earnings (“Transition Tax”) as discussed in Note 10. Income Taxes. Long-term
operating lease liabilities as of December 31, 2019 in the table above relate to the lease obligations recorded as a result of the
adoption of ASC 842, Leases, during 2019.

Note 4. Debt and Interest Expense

Senior Notes

As of December 31, 2019, the Company had senior notes outstanding of $1.79 billion, net of unamortized issuance costs.
All of the outstanding senior notes were issued at par and are senior unsecured obligations of the Company. Interest is payable
on each of the senior notes semi-annually. Each of the senior notes issuances is redeemable, in whole or in part, at the
Company’s option at times and redemption prices specified in the indentures.

The following table summarizes information related to our Senior notes:

Issuance Date

Maturity Date

Interest Rate

Principal

As of December 31,

2019

2018

Senior notes due 2023.....................
Senior notes due 2025.....................
Senior notes due 2027.....................
Unamortized issuance costs ............

Total senior notes .......................

April 16, 2013 May 1, 2023
March 27, 2015 April 1, 2025
July 5, 2017 July 15, 2027

4.625% $
5.250%
4.750%

(in thousands except interest rates)
750,000
500,000
550,000
(14,953)

750,000 $
500,000
550,000
(12,435)

1,787,565 $

1,785,047

The indenture governing the 2023 Senior Notes contains covenants that limit the ability of the Company and/or its
restricted subsidiaries, under certain circumstances, to, among other things: (i) pay dividends or make distributions on, or
redeem or repurchase, its capital stock; (ii) make certain investments; (iii) create liens on assets; (iv) enter into sale/leaseback
transactions and (v) merge or consolidate or sell all or substantially all of its assets. These covenants are subject to a number of
important limitations and exceptions. The Indenture also provides for events of default, which, if any of them occurs, may
permit or, in certain circumstances, require the principal, premium, if any, accrued and unpaid interest and any other monetary
obligations on all the then outstanding Notes to be due and payable immediately. The Company has remained in compliance
with these covenants and no events of default have occurred over the term of the Notes.

2019 Credit Facility

On December 12, 2019, the Company entered into a credit agreement for a $200.0 million committed unsecured revolving
credit facility (the “2019 Credit Facility”) which takes the place of its prior unsecured revolving credit facility. The 2019 Credit
Facility includes a financial covenant requiring that the Company’s leverage ratio not exceed 4.0 to 1.0. As of December 31,
2019, there were no borrowings outstanding under the facility and the Company was in compliance with the financial
covenants. The 2019 Credit Facility expires on December 12, 2024 at which time any outstanding borrowings are due. Verisign
may from time to time request lenders to agree on a discretionary basis to increase the commitment amount by up to an
aggregate of $150.0 million.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Subordinated Convertible Debentures

In 2018 the Company settled all of its outstanding subordinated convertible debentures, paying the $1.25 billion principal

value in cash, and issuing 26.1 million shares of common stock for the excess of the conversion value over the principal
amount. The Company recognized a loss of $6.6 million upon extinguishment of the subordinated convertible debentures based
on the amount of the total consideration allocated to the liability component of the debentures.

The following table presents the components of the Company’s interest expense:

Contractual interest on Senior Notes ..................................................... $
Contractual interest on subordinated convertible debentures ................
Amortization of debt discount on the subordinated convertible
debentures ..............................................................................................
Amortization of debt issuance costs and other interest expense............

Total interest expense ..................................................................... $

Year Ended December 31,

2019

2018

2017

(In thousands)

87,063 $
—

87,063 $
20,015

73,638
47,432

—
3,548
90,611 $

4,236
3,531
114,845 $

12,012
3,254
136,336

Note 5. Stockholders’ Deficit

Treasury Stock

Treasury stock is accounted for under the cost method. Treasury stock includes shares repurchased under stock repurchase

programs and shares withheld in lieu of minimum tax withholdings due upon vesting of RSUs.

On February 7, 2019, the Company’s Board of Directors (“Board”) authorized the repurchase of its common stock in the

amount of approximately $602.9 million, in addition to the $397.1 million that remained available for repurchases under the
share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program. The program has no
expiration date. Purchases made under the program could be effected through open market transactions, block purchases,
accelerated share repurchase agreements or other negotiated transactions. As of December 31, 2019 there was approximately
$327.5 million remaining available for repurchases under the program.

Effective February 6, 2020, the Company’s Board authorized the repurchase of its common stock in the amount of

$743.0 million, in addition to the $257.0 million that remained available for repurchases under the program, for a total
repurchase authorization of up to $1.0 billion under the program.

The summary of the Company’s common stock repurchases for 2019, 2018 and 2017 are as follows:

2019

2018

2017

Average
Price

(In thousands, except average price amounts)

Total repurchases under the repurchase plans ..............
Total repurchases for tax withholdings ........................

Total repurchases..........................................................
Total costs..................................................................... $ 782,583

3,911 $ 188.84
243 $ 181.07
4,154 $ 188.39

4,352 $ 137.86
309 $ 123.62
4,661 $ 136.91

$ 638,152

6,265
335
6,600
$ 621,173

$ 94.59
$ 85.27
$ 94.12

Since inception, the Company has repurchased 236.4 million shares of its common stock for an aggregate cost of $10.20

billion, which is recorded as a reduction of Additional paid-in capital.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of Accumulated other comprehensive loss for 2019 and

2018:

Foreign Currency
Translation Adjustments
Loss

Unrealized Gain (Loss) On
Investments

(In thousands)

Total Accumulated
Other Comprehensive
Loss

Balance, December 31, 2017........................................ $
Changes ........................................................................
Balance, December 31, 2018........................................
Changes ........................................................................
Balance, December 31, 2019........................................ $

(2,836) $
—
(2,836)
—
(2,836) $

(105) $
130
25
190
215 $

(2,941)
130
(2,811)
190
(2,621)

Note 6. Calculation of Earnings per Share

The following table presents the computation of weighted-average shares used in the calculation of basic and diluted

earnings per share:

Weighted-average shares of common stock outstanding.............................
Weighted-average potential shares of common stock outstanding:

Conversion spread related to subordinated convertible debentures .....
Unvested RSUs, and ESPP...................................................................
Shares used to compute diluted earnings per share .....................................

Year Ended December 31,

2019

2018

2017

(In thousands)

118,513

113,452

100,325

—
455
118,968

8,589
620
122,661

23,247
608
124,180

The Company settled the subordinated convertible debentures in May 2018. The calculation of diluted weighted average

shares outstanding, excludes potentially dilutive securities, the effect of which would have been anti-dilutive, as well as
performance-based RSUs granted by the Company for which the relevant performance criteria have not been achieved. The
number of potential shares excluded from the calculation was not significant in any period presented.

Note 7. Revenues

The Company generates revenues in the U.S.; Europe, the Middle East and Africa (“EMEA”); China; and certain other
countries, including, but not limited to Canada, Australia, and Japan. The following table presents our revenues disaggregated
by geography, based on the billing addresses of our customers:

Year Ended December 31,

2019

2018

2017

(In thousands)

U.S.................................................................................................................. $
EMEA.............................................................................................................
China ..............................................................................................................
Other...............................................................................................................
Total revenues .............................................................................................. $

772,586 $
206,975
119,291
132,809
1,231,661 $

756,907 $
212,699
106,841
138,522
1,214,969 $

707,906
211,349
106,526
139,314
1,165,095

Revenues in the table above are attributed to the country of domicile and the respective regions in which registrars are
located, however, this may differ from the regions where the registrars operate or where registrants are located. Revenues for
each region may be impacted by registrars reincorporating, relocating, or from acquisitions or changes in affiliations of
resellers. Revenues for each region may also be impacted by registrars domiciled in one region, registering domain names in
another region.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Major Customers

Our largest customer accounted for approximately 33%, 32%, and 31% of revenues in 2019, 2018, and 2017, respectively

and another customer accounted for 10% of revenues during 2018. The Company does not believe that the loss of either of
these customers would have a material adverse effect on the Company’s business because, in that event, end-users of these
customers would transfer to the Company’s other existing customers.

Deferred Revenues

As payment for domain name registrations and renewals are due in advance of our performance, we record these amounts

as deferred revenues. The increase in the deferred revenues balance in 2019 is primarily driven by amounts billed in 2019 for
domain name registrations and renewals to be recognized as revenues in future periods, offset by refunds for domain name
renewals deleted during the 45-day grace period, and $707.2 million of revenues recognized that were included in the deferred
revenues balance at December 31, 2018. The balance of deferred revenues as of December 31, 2019 represents our aggregate
remaining performance obligations. Amounts included in current deferred revenues are all expected to be recognized in
revenues within 12 months, except for a portion of deferred revenues that relates to domain name renewals that are deleted in
the 45-day grace period following the transaction. The long-term deferred revenues amounts will be recognized in revenues
over several years and in some cases up to ten years.

Note 8. Employee Benefits and Stock-based Compensation

401(k) Plan

The Company maintains a defined contribution 401(k) plan (the “401(k) Plan”) for substantially all of its U.S. employees.

Under the 401(k) Plan, eligible employees may contribute up to 50% of their pre-tax salary, subject to the Internal Revenue
Service (“IRS”) annual contribution limits. The Company matches 50% of up to the first 8% of the employee’s annual salary
contributed to the plan. The Company contributed $4.7 million in 2019, $4.3 million in 2018, and $4.0 million in 2017 under
the 401(k) Plan. The Company can terminate matching contributions at its discretion at any time.

Equity Incentive Plan

The majority of Verisign’s stock-based compensation relates to RSUs granted under the 2006 Equity Incentive Plan (“the

2006 Plan”). As of December 31, 2019, a total of 9.0 million shares of common stock remain reserved for issuance upon the
vesting of RSUs and for the future grant of equity awards. The 2006 Plan authorizes the award of incentive stock options to
employees and non-qualified stock options, restricted stock awards, RSUs, stock bonus awards, stock appreciation rights and
performance shares to eligible employees, officers, directors, consultants, independent contractors and advisers. The 2006 Plan
is administered by the Compensation Committee which may delegate to a committee of one or more members of the Board or
Verisign’s officers the ability to grant certain awards and take certain other actions with respect to participants who are not
executive officers or non-employee directors. RSUs are awards covering a specified number of shares of Verisign common
stock that may be settled by issuance of those shares (which may be restricted shares). RSUs generally vest over four years.
Certain RSUs with performance and market conditions (“PSUs”), granted to the Company’s executives, vest over either three-
or four-year terms. Additionally, the Company has granted fully vested RSUs to members of its Board in each of the last three
years. The Compensation Committee may authorize grants with a different vesting schedule in the future.

2007 Employee Stock Purchase Plan

Eligible employees of the Company may purchase common stock under the 2007 Employee Stock Purchase Plan through

payroll deductions by electing to have between 2% and 25% of their compensation withheld to cover the purchase price. Each
participant is granted an option to purchase common stock on the first day of each 24-month offering period and this option is
automatically exercised on the last day of each six-month purchase period during the offering period. The purchase price for the
common stock under the ESPP is 85% of the lesser of the fair market value of the common stock on the first day of the
applicable offering period or the last day of the applicable purchase period. Offering periods begin on the first business day of
February and August of each year. As of December 31, 2019, 3.1 million shares of the Company’s common stock remain
reserved for future issuance under this plan.

VERISIGN FORM 10-K2019
VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Stock-based Compensation

Stock-based compensation is classified in the Consolidated Statements of Comprehensive Income in the same expense

line items as cash compensation. The following table presents the classification of stock-based compensation:

Year Ended December 31,

2019

2018

2017

(In thousands)

Cost of revenues .......................................................................................... $
Sales and marketing.....................................................................................
Research and development ..........................................................................
General and administrative..........................................................................
Total stock-based compensation.................................................................. $

6,739 $
3,755
6,370
33,762
50,626 $

6,835 $
4,972
6,728
33,969
52,504 $

7,030
5,688
6,113
34,076
52,907

The following table presents the nature of the Company’s total stock-based compensation:

Year Ended December 31,

2019

2018

2017

(In thousands)

RSUs............................................................................................................ $
PSUs ............................................................................................................
ESPP ............................................................................................................
Capitalization (Included in Property and equipment, net)...........................

Total stock-based compensation expenses ........................................... $

36,930 $
10,522
4,864
(1,690)
50,626 $

38,005 $
12,403
4,166
(2,070)
52,504 $

38,087
13,270
4,005
(2,455)
52,907

The income tax benefit that was included within Income tax expense related to these stock-based compensation expenses

for 2019, 2018, and 2017 was $11.7 million, $12.3 million, and $12.5 million, respectively.

RSUs Information

The following table summarizes unvested RSUs activity for the year ended December 31, 2019:

Unvested at beginning of period ..........................................................................................................

Granted .................................................................................................................................................
PSU achievement adjustment...............................................................................................................
Vested and settled.................................................................................................................................
Forfeited ...............................................................................................................................................

Weighted-
Average
Grant-Date
Fair Value

(Shares in thousands)

1,222 $
307 $
85 $
(682) $
(56) $
876 $

90.88
172.87
42.22
81.05
110.45
121.21

The RSUs in the table above include PSUs. The unvested RSUs as of December 31, 2019 include approximately 0.3

million PSUs. The number of shares received upon vesting of these PSUs may range from zero to 0.6 million depending on the
level of performance achieved and whether any market conditions are satisfied.

The closing price of Verisign’s stock was $192.68 on December 31, 2019. As of December 31, 2019, the aggregate

market value of unvested RSUs was $168.9 million. The fair values of RSUs that vested during 2019, 2018, and 2017 were
$124.1 million, $107.2 million, and $70.9 million, respectively. The weighted-average grant-date fair value of RSUs granted
during the years ended December 31, 2018 and 2017, was $112.74 and $83.91, respectively. As of December 31, 2019, total
unrecognized compensation cost related to unvested RSUs was $71.2 million which is expected to be recognized over a
weighted-average period of 2.5 years.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Note 9. Non-operating Income, Net

The following table presents the components of Non-operating income, net:

Year Ended December 31,

2019

2018

2017

(In thousands)

Interest income ............................................................................................ $
Transition services income ..........................................................................
Gain on sale of business ..............................................................................
Loss on extinguishment of subordinated convertible debentures................
Other, net .....................................................................................................
Total non-operating income, net.................................................................. $

26,596 $
15,600
817
—
247
43,260 $

26,490 $

1,132
54,840
(6,554)
1,061

76,969 $

17,944
—
10,421
—
(739)
27,626

Interest income is earned principally from the Company’s surplus cash balances and marketable securities. Transition
services income and gain on sale of business in 2019 and 2018 relate to the divested security services business. Gain on sale of
business in 2017 relates to the divested iDefense business.

Note 10. Income Taxes

Income before income taxes is categorized geographically as follows:

United States................................................................................................ $
Foreign.........................................................................................................

Total income before income taxes............................................................. $

452,793 $
305,983
758,776 $

420,597 $
308,919
729,516 $

313,351
285,661
599,012

The provision for income taxes consisted of the following:

Year Ended December 31,

2019

2018

2017

(In thousands)

Year Ended December 31,

2019

2018

2017

(In thousands)

Current expense:
Federal .................................................................................................. $
State ......................................................................................................
Foreign, including withholding tax ......................................................

Deferred expense (benefit):

Federal ..................................................................................................
State ......................................................................................................
Foreign .................................................................................................

74,283 $

99,127 $

2,069
31,385
107,737

30,462
22,899
(14,621)
38,740

1,088
76,199
176,414

(16,448)
42,624
(55,563)
(29,387)
147,027 $

16,870

294
15,539
32,703

90,113
19,654
(706)
109,061
141,764

Total income tax expense........................................................................ $

146,477 $

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017, and most of its provisions became
effective in 2018. The Tax Act made substantial changes to U.S. taxation of corporations, including, lowering the U.S. federal
corporate income tax rate from 35% to 21%, and instituting a territorial tax system, along with a one-time Transition Tax.

Federal current expense and federal deferred benefit for 2018 includes $96.4 million related to the Transition tax, net of
$106.7 million of carried forward and newly-generated foreign tax credits, payable as a result of the Tax Act. This amount is

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

being paid in installments over an eight-year period which began in 2018, as allowed by the Tax Act. The Transition Tax was
recorded as a provisional deferred tax liability in 2017.

State tax expense for 2018 was increased by $10.0 million remeasurement of deferred tax assets because of changes in

certain state apportionment rates, and $5.6 million change in estimate related to the 2017 state income tax returns.

Foreign current expense and foreign deferred benefit for 2019 and 2018 includes $13.1 million and $60.7 million,

respectively, of withholding taxes paid upon the repatriation of cash held by foreign subsidiaries.

The difference between income tax expense and the amount resulting from applying the federal statutory rate of 21% in

2019 and 2018, and 35% in 2017, to Income before income taxes is attributable to the following:

Income tax expense at federal statutory rate ............................................... $
State taxes, net of federal benefit ................................................................
Effect of non-U.S. operations

Stock-based compensation ..........................................................................
Capital loss carryforwards expiration..........................................................
Change in valuation allowance....................................................................
Accrual for uncertain tax positions..............................................................
U.S. federal tax rate change.........................................................................
Transition tax, net of foreign tax credits......................................................
Other ............................................................................................................
Total income tax expense ............................................................................ $

Year Ended December 31,

2019

2018

2017

(In thousands)

159,343 $

153,199 $

20,573
(25,178)
(9,204)
—
(3,555)
7,365
—
—
(2,867)
146,477 $

35,852
(26,271)
(7,032)
769,706
(773,737)
2,637
—
(5,602)
(1,725)
147,027 $

209,654
13,029
(45,810)
(5,375)
—
(5,813)
4,923
(186,800)
162,353
(4,397)
141,764

The Company qualified for a tax holiday in Switzerland until the end of 2019 which lowered tax rates on certain types of

income and required certain thresholds of foreign source income. The tax holiday reduced our foreign income tax expense by
$17.3 million ($0.15 per share), $16.9 million ($0.14 per share), and $12.3 million ($0.10) in 2019, 2018, and 2017,
respectively. The benefit from the tax holiday is calculated before consideration of any offsetting tax impact in the United
States. Effective January 1, 2020, due to Swiss tax law changes, the tax holiday was eliminated, which was partially offset by a
lowered statutory tax rate.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and

liabilities are as follows:

Deferred tax assets:
Net operating loss carryforwards ........................................................................................... $
Tax credit carryforwards ........................................................................................................
Deferred revenues, accruals and reserves ..............................................................................
Other ......................................................................................................................................

Total deferred tax assets ......................................................................................................
Valuation allowance .................................................................................................................
Net deferred tax assets.........................................................................................................

Deferred tax liabilities:

Property and equipment .........................................................................................................
Other ......................................................................................................................................
Total deferred tax liabilities.................................................................................................
Total net deferred tax assets................................................................................................. $

As of December 31,

2019

2018

(In thousands)

17,897 $

5,516
70,539
7,401
101,353
(6,598)
94,755

(3,466)
(3,608)
(7,074)
87,681 $

40,729
3,970
73,847
6,724
125,270
(10,153)
115,117

(2,764)
(7,495)
(10,259)
104,858

With the exception of deferred tax assets related to certain state net operating loss carryforwards, management believes it
is more likely than not that the tax effects of the deferred tax liabilities together with future taxable income, will be sufficient to
fully recover the remaining deferred tax assets. As of December 31, 2019, the Company’s Other long-term tax liabilities include
the $73.9 million noncurrent liability for Transition Tax, net of applicable foreign tax credits, while the $7.8 million current
portion of the liability is included in Accounts payable and accrued liabilities.

As of December 31, 2019, the Company’s deferred tax assets included $329.8 million of state net operating loss
carryforwards, before applying tax rates for the respective jurisdictions. The tax credit carryforwards as of December 31, 2019
consisted primarily of state research tax credits, and foreign tax credit carryforwards. The net operating loss and federal tax
credit carryforwards expire in various years from 2020 through 2034. The foreign tax credits will expire in 2028.

The Company maintains liabilities for uncertain tax positions. These liabilities involve considerable judgment and
estimation and are continuously monitored by management based on the best information available including changes in tax
regulations and other information. A reconciliation of the beginning and ending balances of the total amounts of gross
unrecognized tax benefits is as follows:

As of December 31,

2019

2018

(In thousands)

Beginning balance .................................................................................................................... $
Increases in tax positions for prior years..................................................................................
Decreases in tax positions for prior years ................................................................................
Increases in tax positions for current year................................................................................
Lapse in statute of limitations ..................................................................................................
Ending balance ......................................................................................................................... $

223,455 $
4,467
(328)
3,745
—
231,339 $

223,216
333
(196)
436
(334)
223,455

As of December 31, 2019, approximately $229.2 million of unrecognized tax benefits, including penalties and interest,

could affect the Company’s tax provision and effective tax rate. It is reasonably possible that during the next twelve months, the
Company’s unrecognized tax benefits may change by a significant amount as a result of IRS audits. However, the timing of
completion and ultimate outcome of the audits remains uncertain. Therefore, the Company cannot currently estimate the impact
on the balance of unrecognized tax benefits.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized

tax benefits as a component of tax expense. These accruals were not material in any period presented.

The Company’s major taxing jurisdictions are the U.S., the state of Virginia, and Switzerland. The Company’s U.S.
federal income tax returns are currently under examination by the IRS for 2010 through 2014. The Company’s other material
tax returns are not currently under examination by their respective taxing jurisdictions. Because the Company has previously
used net operating loss carryforwards and other tax attributes to offset its taxable income in income tax returns for the U.S. and
Virginia, such attributes can be adjusted by these taxing authorities until the statute closes on the year in which such attributes
were utilized. The open years for examination in Switzerland are the 2012 tax year and forward.

Note 11. Commitments and Contingencies

Purchase Obligations and Contractual Agreements

The following table represents the minimum payments required by Verisign under certain purchase obligations, leases,

the .tv Agreement with the Government of Tuvalu, and the interest payments and principal on the Senior Notes:

Purchase
Obligations

Transition
Tax

Operating
Leases

.tv Agreement

Senior Notes

Total

(In thousands)

2020......................................................... $
2021.........................................................
2022.........................................................
2023.........................................................
2024.........................................................
Thereafter ................................................
Total......................................................... $

37,892 $
1,856
875
379
—
—
41,002 $

7,772 $
7,772
7,772
14,573
19,430
24,288
81,607 $

4,632 $
2,576
999
791
198
—
9,196 $

5,000 $
5,000
—
—
—
—

87,063 $ 142,359
104,267
87,063
96,709
87,063
835,462
819,719
72,003
52,375
1,165,788
1,141,500
10,000 $ 2,274,783 $ 2,416,588

The amounts in the table above exclude $229.2 million of income tax related uncertain tax positions, as the Company is

unable to reasonably estimate the ultimate amount or time of settlement of those liabilities.

Verisign enters into certain purchase obligations with various vendors. The Company’s significant purchase obligations

include firm commitments with telecommunication carriers and other service providers. The Company does not have any
significant purchase obligations beyond 2023.

The Transition Tax relates to the U.S. income taxes payable on our accumulated foreign earnings pursuant to the Tax Act

as discussed in Note 10. Income Taxes. As permitted in the Tax Act, the Company will continue to pay the Transition Tax in
installments as shown in the table above.

The Company has an agreement with Internet Corporation for Assigned Names and Numbers (“ICANN”) to be the sole
registry operator for domain names in the .com registry through November 30, 2024. Under this agreement, the Company pays
ICANN on a quarterly basis, $0.25 for each annual term of a domain name registered or renewed during such quarter. As of
December 31, 2019, there were 145.4 million domain names in the .com registry. However, the number of domain names
registered and renewed each quarter may vary significantly. The Company incurred registry fees for the .com registry of $34.7
million in 2019, $33.0 million in 2018, and $32.3 million in 2017. Registry fees for other top-level domains that we operate
have been excluded from the table above because the amounts are variable or passed through to registrars.

The Company has an agreement with the Government of Tuvalu to be the sole registry operator for .tv domain names

through December 31, 2021. Registry fees were $5.0 million in each of the last three years.

Verisign leases a small portion of its office space and a portion of its data center facilities under operating leases, the

longest of which extends into 2024. Rental expenses under operating leases were not material in any period presented.

VERISIGN FORM 10-K2019

VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2019, 2018 AND 2017

Off-Balance Sheet Arrangements

As of December 31, 2019 and 2018, the Company did not have any relationships with unconsolidated entities or financial

partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As
such, the Company is not exposed to any financing, liquidity, market or credit risk that could arise if the Company had engaged
in such relationships.

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, in the normal course of

business, the Company does enter into contracts in which it makes representations and warranties that guarantee the
performance of the Company’s products and services. Historically, there have been no significant losses related to such
guarantees.

Supplementary Data (Unaudited)

The following tables set forth unaudited supplementary quarterly financial data for the two-year period ended December 31,
2019. In management’s opinion, the unaudited data has been prepared on the same basis as the audited information and includes
all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the data for the periods
presented.

2019

Quarter Ended

March 31

June 30

September 30
(In thousands, except per share data)

December 31

Year Ended

December 31,

Revenues ................................................ $
Gross Profit ............................................ $
Operating Income................................... $
Net income ............................................. $
Earnings per share:.................................

306,408 $
260,904 $
200,252 $
162,527 $

306,289 $
262,223 $
201,693 $
147,534 $

308,421 $
263,978 $
205,616 $
153,913 $

310,543
264,089
198,566 $
148,325 $

$ 1,231,661
$ 1,051,194
806,127
612,299

Basic.................................................. $
Diluted............................................... $

1.36 $
1.35 $

1.24 $
1.24 $

1.30 $
1.30 $

1.27 $
1.26 $

5.17
5.15

2018

Quarter Ended

Year Ended

March 31

June 30

September 30

December 31 (2)

December 31,

(In thousands, except per share data)

299,288 $
251,136 $
185,419 $
134,263 $

302,452 $
255,087 $
193,010 $
128,351 $

305,777 $
257,528 $
194,997 $
137,680 $

307,452 $ 1,214,969
259,084 $ 1,022,835
767,392
193,966 $
582,489
182,195 $

Revenues................................................ $
Gross Profit ............................................ $
Operating Income .................................. $
Net income............................................. $
Earnings per share: ................................

Basic (1)............................................ $
Diluted (1)......................................... $

1.38 $
1.09 $

1.13 $
1.04 $

1.13 $
1.13 $

1.51 $
1.50 $

5.13
4.75

——————
(1) Earnings per share for the year is computed independently and may not equal the sum of the quarterly earnings per share.
(2) Results for the quarter ended December 31, 2018 include a $52.0 million after-tax gain recognized on the sale of the customer contracts of our security

services business.

Our quarterly revenues and operating results are difficult to forecast. Therefore, we believe that period-to-period

comparisons of our operating results will not necessarily be meaningful, and should not be relied upon as an indication of future
performance. Also, operating results may fall below our expectations and the expectations of securities analysts or investors in
one or more future quarters. If this were to occur, the market price of our common stock would likely decline.

VERISIGN FORM 10-K2019

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

a. Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation, with the participation of our Chief Executive Officer (our principal executive

officer) and our Chief Financial Officer (our principal financial officer), as of December 31, 2019, our principal executive
officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to
our management, including our principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

b. Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December 31, 2019 using the criteria established in Internal
Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”).

Based on our evaluation under the COSO framework, management has concluded that our internal control over financial

reporting is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles.

KPMG LLP, an independent registered public accounting firm, has issued a report concerning the effectiveness of our
internal control over financial reporting as of December 31, 2019. See “Report of Independent Registered Public Accounting
Firm” in Item 8 of this Form 10-K.

c. Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.

d. Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting

Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial
reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure
controls and procedures and our internal control over financial reporting is subject to risks, including that the controls may
become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may
deteriorate.

ITEM 9B.

OTHER INFORMATION

On February 11, 2020, the Board appointed Todd B. Strubbe, 56, as President and Chief Operating Officer of the

Company, effective as of that date.

Mr. Strubbe previously served as Executive Vice President and Chief Operating Officer since April 2015. See

“Information About Our Executive Officers” in Part I, Item 1 for further information.

Mr. Strubbe will continue to earn a base salary at the annual rate of $565,000, payable in accordance with the Company’s

standard payroll practices. Mr. Strubbe’s annual incentive bonus target as a percentage of his Base Salary will be increased
from 90% to 95% (the “Annual Incentive Bonus”). The Annual Incentive Bonus is not guaranteed; the Annual Incentive Bonus
is based upon the Company’s achievement of pre-established financial goals, as well as individual performance. The

VERISIGN FORM 10-K2019

compensation package also includes a $240,000 promotional equity grant, which is in addition to a $2,760,000 annual long-
term incentive equity grant, both consisting of 50% performance-based RSUs and 50% time-vesting RSUs. The metrics
associated with the performance-based RSUs consist of two financial measures - compound annual growth rate of operating
income per share and the total shareholder return (“TSR”) of Verisign stock compared to the TSR of the S&P 500 Index, each
measured over a three-year performance period from January 1, 2020 through December 31, 2022.

Mr. Strubbe has no family relationships with any of the Company’s directors or executive officers, and there have been

no related party transactions between the Company and Mr. Strubbe reportable under Item 404(a) of Regulation S-K.

VERISIGN FORM 10-K2019
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item relating to our directors and nominees, regarding compliance with Section 16(a) of
the Exchange Act, and regarding our Audit Committee, Corporate Governance and Nominating Committee and Compensation
Committee will be included under the captions “Proposal No. 1: Election of Directors,” “Security Ownership of Certain
Beneficial Owners” and “Corporate Governance” in our Proxy Statement related to the 2020 Annual Meeting of Stockholders
and is incorporated herein by reference (“2020 Proxy Statement”).

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive
officers is included under the caption “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K.

We have adopted a “Verisign Code of Conduct”, which is posted on our website under “Ethics and Business Conduct” at

https://investor.verisign.com/corporate-governance.cfm. The code of conduct applies to all directors, officers and employees,
including the principal executive officer, principal financial officer and other senior accounting officers. We have also adopted
the “Corporate Governance Principles for the Board of Directors,” which provide guidance to our directors on corporate
practices that serve the best interests of the Company and its shareholders.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from,

a provision of the “Verisign Code of Conduct,” to the extent applicable to the principal executive officer, principal financial
officer, or other senior accounting officers, by posting such information on our website, on the web page found by clicking
through to “Ethics and Business Conduct” as specified above.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to our 2020 Proxy Statement from the discussions

under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation
Information” and “Non-Employee Director Compensation Table for Fiscal 2019,” and “Executive Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated herein by reference from the discussions under the captions “Security
Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 2020 Proxy
Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated herein by reference to our 2020 Proxy Statement from the discussions
under the captions “Policies and Procedures with Respect to Transactions with Related Persons,” “Certain Relationships and
Related Transactions” and “Independence of Directors.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is incorporated herein by reference to our 2020 Proxy Statement from the discussions

under the captions “Principal Accountant Fees and Services” and “Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors.”

VERISIGN FORM 10-K2019

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report

PART IV

1. Financial statements

The financial statements are set forth under Item 8 of this Form 10-K, as indexed below.

Page

35
38
39
40
41
42

2. Financial statement schedules

Financial statement schedules are omitted because the information called for is not material or is shown either
in the consolidated financial statements or the notes thereto.

3. Exhibits

(a) Index to Exhibits

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Company has filed

certain agreements as exhibits to this Form 10-K. These agreements may contain representations and warranties by the parties
thereto. These representations and warranties have been made solely for the benefit of the other party or parties to such
agreements and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to
such agreements if those statements prove to be inaccurate, (2) may have been qualified by disclosures that were made to such
other party or parties and that either have been reflected in the Company’s filings or are not required to be disclosed in those
filings, (3) may apply materiality standards different from what may be viewed as material to investors and (4) were made only
as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent
developments. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the
date hereof or at any other time.

Exhibit
Number

2.01

3.01

3.02

4.01

4.02

4.03

Exhibit Description

Agreement and Plan of Merger dated as of March 6, 2000, by
and among the Registrant, Nickel Acquisition Corporation and
Network Solutions, Inc.

Incorporated by Reference

Form

Date

8-K

3/8/00

Number
2.1

Filed
Herewith

Sixth Amended and Restated Certificate of Incorporation of the
Registrant.

10-K

2/17/17

Bylaws of VeriSign, Inc.

Indenture, dated as of April 16, 2013, between VeriSign, Inc.,
each of the subsidiary guarantors party thereto and U.S. Bank
National Association, as trustee.

10-K

2/16/18

8-K

4/17/13

Indenture dated as of March 27, 2015 between VeriSign, Inc.
and U.S. Bank National Association, as trustee.

8-K

3/30/15

Indenture, dated as of July 5, 2017, between VeriSign, Inc. and
U.S. Bank National Association, as trustee.

8-K

7/5/17

3.01

3.02
4.1

4.1

VERISIGN FORM 10-K2019

Exhibit
Number
4.04

10.01

10.02

Exhibit Description

Description of Securities of the Registrant

Incorporated by Reference

Form

Date

Number

Filed
Herewith
X

Amended and Restated 2007 Employee Stock Purchase Plan, as
adopted August 30, 2007, and amended May 25, 2017. +

DEF
14A

4/12/17

Appendix
A

Amendment No. Thirty (30) to Cooperative Agreement - Special
Awards Conditions NCR-92-18742, between VeriSign and U.S.
Department of Commerce managers.

10-K

7/12/07

10.27

10.03

VeriSign, Inc. Annual Incentive Compensation Plan. +

Form of Amended and Restated Change-in-Control and
Retention Agreement [CEO Form of Agreement]. +

DEF
14A

4/8/15

Appendix
A

10-Q

7/27/17

10.01

10.04

10.05

10.06

10.07

10.08

10.09

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

Amended and Restated Change-in-Control and Retention
Agreement. +

10-Q

7/27/17

10.02

Purchase and Sale Agreement for 12061 Bluemont Way Reston,
Virginia between 12061 Bluemont Owner, LLC, a Delaware
limited liability company, as Seller and VeriSign, Inc., a
Delaware corporation, as Purchaser Dated August 18, 2011.

8-K

9/7/11

10.01

VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-
Employee Director Restricted Stock Unit Agreement. +

10-Q

7/27/12

10.03

Registry Agreement between VeriSign, Inc. and the Internet
Corporation for Assigned Names and Numbers, entered into on
November 29, 2012.

Amendment Number Thirty-Two (32) to the Cooperative
Agreement between VeriSign, Inc. and Department of
Commerce, entered into on November 29, 2012.

8-K

11/30/12

10.1

8-K

11/30/12

10.2

VeriSign, Inc. 2006 Equity Incentive Plan Employee Restricted
Stock Unit Agreement. +

10-Q

4/25/13

10.02

VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based
Restricted Stock Unit Agreement +

10-Q

4/28/16

10.01

Credit Agreement dated as of December 12, 2019 among
VeriSign, Inc., the Lenders as defined therein, JPMorgan Chase
Bank, N.A., as Administrative Agent, and J.P. Morgan Europe
Limited, as London Agent.

8-K

12/13/19

10.1

VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee
Restricted Stock Unit Agreement +

10-K

2/19/16

10.70

Amendment to the .com Registry Agreement between VeriSign,
Inc. and the Internet Corporation for Assigned Names and
Numbers, entered into on October 20, 2016

8-K

10/20/16

10.1

Amendment Number Thirty-Three (33) to the Cooperative
Agreement between VeriSign, Inc. and Department of
Commerce, entered into on October 20, 2016

Amendment Number Thirty-Four (34) to the Cooperative
Agreement between VeriSign, Inc. and Department of
Commerce, entered into on October 20, 2016

8-K

10/20/16

10.2

8-K

10/20/16

10.3

Amended and Restated VeriSign, Inc. 2006 Equity Incentive
Plan, as amended and restated +

DEF
14A

4/29/16

Appendix
A

VERISIGN FORM 10-K2019

Exhibit
Number
10.18

10.19

10.20

10.21

10.22

21.01

23.01

24.01

31.01

31.02

32.01

32.02

101

104

Exhibit Description

.Net Registry Agreement between VeriSign, Inc. and the Internet
Corporation for Assigned Names and Numbers, entered into on
June 28, 2017.

Incorporated by Reference

Form
8-K

Date
6/28/17

Number

10.1

Filed
Herewith

Amendment Thirty-Five (35) to the Cooperative Agreement
between VeriSign, Inc. and the U.S. Department of Commerce,
entered into on October 26, 2018

8-K

11/1/18

Asset Purchase Agreement between Verisign, Inc., as the seller
and Neustar, Inc., as the buyer, dated as of October 24, 2018

10-K

2/15/19

10.1

10.20

Second Amendment to the .com Registry Agreement between
VeriSign, Inc. and the Internet Corporation for Assigned Names
and Numbers, entered into on March 27, 2019

Amendment to Asset Purchase Agreement and Transition
Services Agreement between Neustar, Inc. and VeriSign, Inc.,
dated as of December 10, 2019†

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm.

Powers of Attorney (Included as part of the signature pages
hereto).

Certification of Principal Executive Officer pursuant to
Exchange Act Rule 13a-14(a).

Certification of Principal Financial Officer pursuant to
Exchange Act Rule 13a-14(a).

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). *

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). *

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.

Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).

†

As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are
not deemed filed with the Securities and Exchange Commission 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.

Indicates a management contract or compensatory plan or arrangement.

Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

ITEM 16.

10-K SUMMARY

None.

VERISIGN FORM 10-K2019

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Reston, Commonwealth of Virginia, on the 14th day of February 2020.

SIGNATURES

VERISIGN, INC.

By:

/S/ D. JAMES BIDZOS
D. James Bidzos
Chief Executive Officer

(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints D. James Bidzos,
George E. Kilguss, III, and Thomas C. Indelicarto, and each of them, his or her true lawful attorneys-in-fact and agents, with full power of substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the
same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and

in the capacities indicated on the 14th day of February 2020.

Signature

Title

/S/ D. JAMES BIDZOS

D. JAMES BIDZOS

/S/ GEORGE E. KILGUSS, III
GEORGE E. KILGUSS, III

/S/ YEHUDA ARI BUCHALTER
YEHUDA ARI BUCHALTER

/S/ KATHLEEN A. COTE
KATHLEEN A. COTE

/S/ THOMAS F. FRIST III
THOMAS F. FRIST III

/S/ JAMIE S. GORELICK
JAMIE S. GORELICK

/S/ ROGER H. MOORE
ROGER H. MOORE

/S/

LOUIS A. SIMPSON
LOUIS A. SIMPSON

/S/ TIMOTHY TOMLINSON
TIMOTHY TOMLINSON

Chief Executive Officer,
Executive Chairman and Director
(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Director

VERISIGN FORM 10-K2019

(This page intentionally left blank)

VERISIGN FORM 10-K2019
Notice of 2020 Annual Meeting
and Proxy Statement
________________________________________________________

2020VERISIGN PROXY(This page intentionally left blank)

2020VERISIGN PROXY
VeriSign, Inc.
12061 Bluemont Way
Reston, Virginia 20190

April 10, 2020

To Our Stockholders:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (“we,”
“our,” “us” or the “Company”) to be held on Thursday, May 21, 2020, at 10:00 a.m., Eastern Time. Due to public health and
travel concerns of our stockholders and other stakeholders related to the coronavirus disease 2019 (COVID-19), as well
as related governmental protocols that have been or may be imposed, the Annual Meeting will be held exclusively by
remote communication via live webcast (i.e., a virtual-only meeting) at www.meetingcenter.io/205244620. No physical
Annual Meeting will be held this year.

The matters expected to be acted upon at the Annual Meeting are described in detail in the following Notice of 2020
Annual Meeting of Stockholders and Proxy Statement.

We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the
internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a
paper copy of our 2019 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year
ended December 31, 2019 (the “Annual Report”), and the following Proxy Statement. The Notice Regarding the
Availability of Proxy Materials contains instructions on how to access those documents over the internet. The Notice
Regarding the Availability of Proxy Materials also contains instructions on how each stockholder can receive a paper copy
of our proxy materials, including the following Notice of 2020 Annual Meeting of Stockholders and Proxy Statement, our
Annual Report and a proxy card. We believe that this process will conserve natural resources and reduce the costs of
printing and distributing our proxy materials.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come
before the Annual Meeting. Whether or not you plan to attend the virtual-only Annual Meeting, please vote electronically
via the internet or by telephone as described on the Notice Regarding the Availability of Proxy Materials and under
“Internet and Telephone Voting” in the following Proxy Statement, or alternatively, if you have received paper copies of our
proxy materials, please complete, date, sign and promptly return the accompanying proxy card or voting instruction form
by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or
completing the proxy card does not deprive you of your right to attend the virtual-only Annual Meeting and vote your
shares.

Thank you for your continued support of the Company.

Sincerely,

/s/ D. James Bidzos
D. James Bidzos
Chairman of the Board of Directors and
Executive Chairman and Chief Executive
Officer

2020VERISIGN PROXY
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (the
“Company”) will be held exclusively by remote communication via live webcast (i.e., a virtual-only meeting) at
www.meetingcenter.io/205244620 on Thursday, May 21, 2020, at 10:00 a.m., Eastern Time. No physical Annual Meeting
will be held this year.

The Annual Meeting will be held for the following purposes:

1. To elect the eight directors of the Company named in the Proxy Statement, each to serve until the next annual

meeting, or until a successor has been elected and qualified or until the director’s earlier resignation or removal.

2. To approve, on a non-binding, advisory basis, the Company’s executive compensation.

3. To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year

ending December 31, 2020.

4. To vote on a stockholder proposal, if properly presented at the Annual Meeting, requesting that the Board take steps

to permit stockholder action by written consent.

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or

postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on March 26, 2020, which is the record date, are entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement thereof.

If you hold your shares as of the record date as a stockholder of record, you or your proxyholder may participate, vote,
and examine a list of the stockholders of record entitled to vote at the Annual Meeting by accessing
www.meetingcenter.io/205244620 and entering the 15-digit control number on your Proxy Card or Notice Regarding the
Availability of Proxy Materials and entering VRSN2020 as the meeting password.

If you hold your shares as of the record date through an intermediary, such as a bank or broker, you must register in
advance to attend the virtual-only Annual Meeting by obtaining a legal proxy (executed in your favor) from the holder of
record and submitting proof of your legal proxy reflecting the number of shares you held as of the record date along with
your name and email address to legalproxy@computershare.com. Requests for registration must be labeled as “Legal
Proxy” and be received no later than 5:00 p.m. Eastern Time, on May 18, 2020. You will then receive a confirmation of
your registration, with a control number, by email from Computershare.

By Order of the Board of Directors,

/s/ Thomas C. Indelicarto
Thomas C. Indelicarto
Secretary

Reston, Virginia
April 10, 2020

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL-ONLY ANNUAL MEETING, PLEASE VOTE
ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE AS DESCRIBED ON THE NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS AND UNDER “INTERNET AND TELEPHONE VOTING” IN THE PROXY
STATEMENT, OR ALTERNATIVELY, IF YOU HAVE RECEIVED PAPER COPIES OF PROXY MATERIALS, COMPLETE,
DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM BY
MAIL USING THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL
MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held
on May 21, 2020: The Proxy Statement and Annual Report are available at www.edocumentview.com/vrsn.

2020VERISIGN PROXYPROXY STATEMENT
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Proxy Statement Summary .......................................................................................................................................
Mission, Core Values and Strategic Framework .......................................................................................................
Information About the Meeting ..................................................................................................................................
Proposal No. 1—Election of Directors .......................................................................................................................
Director Nominees ............................................................................................................................................
Compensation of Directors ...............................................................................................................................
Corporate Governance .............................................................................................................................................
Independence of Directors ...............................................................................................................................
Board Leadership Structure .............................................................................................................................
Succession Planning ........................................................................................................................................
Board and Committee Meetings .......................................................................................................................
Board Members’ Attendance at the Annual Meeting .........................................................................................
Corporate Governance and Nominating Committee .........................................................................................
Board Evaluation Process ................................................................................................................................
Audit Committee ...............................................................................................................................................
Audit Committee Financial Experts ..................................................................................................................
Compensation Committee ................................................................................................................................
Cybersecurity Committee .................................................................................................................................
Board's Role in Risk Oversight .........................................................................................................................
Communicating with the Board .........................................................................................................................
Code of Conduct ..............................................................................................................................................
Environmental, Social and Governance Highlights

Security Ownership of Certain Beneficial Owners and Management ........................................................................
Beneficial Ownership Table ..............................................................................................................................

Proposal No. 2—Advisory Vote to Approve Executive Compensation
Executive Compensation ..........................................................................................................................................
Compensation Discussion and Analysis ...........................................................................................................
Compensation Committee Report ....................................................................................................................
Compensation Committee Interlocks and Insider Participation ........................................................................
Summary Compensation Table ........................................................................................................................
Grants of Plan-Based Awards in 2019 ..............................................................................................................
Outstanding Equity Awards at 2019 Year-End ..................................................................................................
Stock Vested in 2019 ........................................................................................................................................
Potential Payments Upon Termination or Change in Control ............................................................................
Equity Compensation Plan Information .....................................................................................................................
CEO Pay Ratio .........................................................................................................................................................
Policies and Procedures With Respect to Transactions With Related Persons ........................................................
Certain Relationships and Related Transactions ......................................................................................................
Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm .................................
Principal Accountant Fees and Services ...................................................................................................................
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Report of the Audit Committee .........................................................................................................................
Proposal No. 4—Stockholder Proposal to Permit Stockholder Action by Written Consent .......................................
Other Information ......................................................................................................................................................
Stockholder Proposals and Nominations for the 2021 Annual Meeting of Stockholders ..................................
Other Business .................................................................................................................................................
Communicating With Verisign ..........................................................................................................................

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2020VERISIGN PROXYProxy Statement Summary

PROXY STATEMENT SUMMARY

This summary highlights certain information contained in this Proxy Statement. This summary does not contain all of the
information that you should consider, and we encourage you to read the entire Proxy Statement before voting. This Proxy
Statement and related proxy materials were first made available to stockholders on or about April 10, 2020.

2020 Annual Meeting Information

Date

Time

Place

Record Date

May 21, 2020

10:00 a.m., Eastern Time

The Annual Meeting will be held exclusively by remote communication via live webcast (i.e., a virtual-
only meeting) at www.meetingcenter.io/205244620. No physical Annual Meeting will be held this
year.
March 26, 2020

Items of Business and Voting Recommendation

Proposal
1 Election of Directors

Board Voting Recommendation

FOR ALL NOMINEES

2 Advisory Vote to Approve Executive Compensation

Ratification of Selection of KPMG LLP as independent
registered public accounting firm for 2020

FOR

Stockholder Proposal to Permit Stockholder Action by
Written Consent

AGAINST

In addition, stockholders may be asked to consider such other business as may properly come before the meeting or any
adjournment or postponement thereof.

How to Vote

Only stockholders of record as of the record date are entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement thereof. Holders of our common stock are entitled to one vote for each share held as of the
record date.

About Verisign

We are a global provider of domain name registry services and internet infrastructure, enabling internet navigation for
many of the world’s most recognized domain names. We enable the security, stability, and resiliency of key internet
infrastructure and services, including providing root zone maintainer services, operating two of the 13 global internet root
servers, and providing registration services and authoritative resolution for the .com and .net top-level domains, which
support the majority of global e-commerce.

VeriSign, Inc. | 2020 Proxy Statement | 1

2020VERISIGN PROXYCorporate Governance Highlights

Board Composition

Annual Election of Directors
Majority Voting Standard

Lead Independent Director
Board Committees

Stockholder Rights

Single Voting Class
One Share, One Vote
Annual Board Leadership Evaluation
Annual Self-Evaluations

No “Poison Pill”
Annual Auditor Ratification

2019 Business Highlights

Proxy Statement Summary

• 7 out of 8 directors are independent.
• 2 out of 8 directors are women.
• All directors are elected annually.
• To be elected in uncontested elections, each nominee for director must

receive a majority of the votes cast.

• We have a lead independent director with robust responsibilities.
• We have an Audit Committee, Corporate Governance and Nominating
Committee and Compensation Committee, each of which is composed
entirely of independent directors.

• In February 2020, the Board established a Cybersecurity Committee,

which will begin meeting formally in April 2020, to assist the Board with
its oversight of the Company’s cybersecurity program and risks.

• Stockholders have proxy access and meaningful special meeting

rights.

• Our common stock is the only class of voting shares outstanding.
• Each share of our common stock is entitled to one vote.
• The Board evaluates the Board leadership structure annually.
• The Board conducts an annual self-evaluation to determine whether it

and its committees are functioning effectively.

• We do not have a stockholder rights plan, or “poison pill,” in place.
• Stockholders have the opportunity to ratify the Audit Committee’s

selection of our independent registered public accounting firm annually.

• We recorded revenues of $1,231.7 million in 2019, which represents an increase of 1% compared to 2018.

• We recorded operating income of $806.1 million during 2019, which represents an increase of 5% as compared

to 2018.

• We finished 2019 with 158.8 million .com and .net registrations in the domain name base, which represents a 4%

increase from December 31, 2018.

• During 2019, we processed 40.3 million new domain name registrations for .com and .net compared to 38.2

million in 2018.

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. After reviewing our program for market competitiveness and alignment with best practices, we made no
significant changes to our executive compensation program for 2019.

What We Do

What We Don’t Do

Pay for Performance

No Employment Contracts

Annual Benchmarking of Executive Compensation

No Single Trigger Benefits Upon a Change-in-Control

Independent Compensation Consultant

No Tax Gross-Ups Upon a Change-in-Control

Annual Say-on-Pay Vote

No Special Pension or Retirement Plans

Stock Ownership Requirements

No Significant Perquisites

Clawback Policy

Forfeiture Provisions

No Shorting, Hedging or Pledging Allowed

VeriSign, Inc. | 2020 Proxy Statement | 2

2020VERISIGN PROXYMission, Core Values and Strategic Framework

MISSION, CORE VALUES AND STRATEGIC FRAMEWORK

Our mission and core values form Verisign’s DNA, the principles under which we perform our primary responsibility:
helping to enable the security, stability, and resiliency of key internet infrastructure and services. With this DNA, we
develop a strategy framework that guides our day-to-day operations. Every year, we develop our corporate goals to
support this strategy, which are organized around three strategic framework principles: Protect, Grow and Manage.

Verisign’s Mission

Verisign enables the world to connect online with reliability and confidence, anytime, anywhere.

Verisign’s Core Values

We are stewards of the internet and our Company — A significant portion of the world’s economy relies on the internet
infrastructure we help to manage and operate. As stewards of the internet infrastructure, what we do and how we do it are
critical to the secure and reliable operation of the global internet upon which billions of people worldwide depend, every
second of every day. As stewards of our Company, our actions and decisions create value for our shareholders and we
earn the trust they have placed in us.

We are passionate about technology and continuous improvement — We embrace new technologies and new ideas
and the potential they promise, enabling us to build, sustain and improve on the internet’s infrastructure. We challenge
past assumptions and do not accept that what works today will work tomorrow.

We respect others and exhibit integrity in our actions — The internet has made the world a smaller place, and how an
individual or a company acts is becoming more transparent. We believe that acting with integrity and respect invites the
same treatment in return. We also believe it’s the right thing to do. We demonstrate respect and integrity in our
interactions with all of our stakeholders - customers, shareholders, business partners, internet users and fellow
colleagues.

We take responsibility for our actions and hold ourselves to a higher standard — We understand that the role we
play in supporting the global internet is a privilege and with that privilege comes great responsibility. We appreciate that
our decisions and actions have consequences far beyond our own Company, and, therefore, we hold ourselves to a
higher standard in all we do.

Verisign’s Strategic Framework

We protect unconditionally and expand our existing business.

We grow responsibly as we pursue identified new business opportunities.

We manage continuously by operating our business effectively for our shareholders, customers and employees.

VeriSign, Inc. | 2020 Proxy Statement | 3

2020VERISIGN PROXYInformation About the Meeting

INFORMATION ABOUT THE MEETING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of VeriSign, Inc. (“we,” “our,” “us,”
“Verisign” or the “Company”) for use at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on
Thursday, May 21, 2020 at 10:00 a.m., Eastern Time. Due to public health and travel concerns of our stockholders and
other stakeholders related to coronavirus disease 2019 (COVID-19), as well as related governmental protocols that have
been or may be imposed, the Annual Meeting will be held exclusively by remote communication via live webcast (i.e., a
virtual-only meeting) at www.meetingcenter.io/205244620. No physical Annual Meeting will be held this year.

The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access www.meetingcenter.io/
205244620 prior to the start time so that you have ample time to complete the check-in process to attend the Annual
Meeting.

Only holders of record of our common stock at the close of business on March 26, 2020, which is the record date, will be
entitled to vote at the Annual Meeting. This Proxy Statement and related proxy materials were first made available to
stockholders on or about April 10, 2020. Our 2019 Annual Report to Stockholders, which includes our Annual Report on
Form 10-K for the year ended December 31, 2019 (the “Annual Report”), is enclosed with this Proxy Statement for
stockholders receiving a paper copy of proxy materials. The Annual Report and this Proxy Statement can both be
accessed on our Investor Relations website at https://investor.verisign.com, or at www.edocumentview.com/vrsn.

Each proxy received will be voted in accordance with the instructions specified in the proxy. Unless contrary instructions
are specified, if the proxy is submitted (and not revoked) prior to the Annual Meeting, the shares of Verisign common stock
represented by the proxy will be voted: (1) FOR the election of each of the eight director candidates nominated by the
Board (Proposal No. 1); (2) FOR the non-binding, advisory resolution to approve Verisign’s executive compensation
(Proposal No. 2); (3) FOR the ratification of the selection of KPMG LLP as our independent registered public accounting
firm for the year ending December 31, 2020 (Proposal No. 3); (4) AGAINST the stockholder proposal, if properly
presented at the Annual Meeting, requesting that the Board take steps to permit stockholder action by written consent
(Proposal No. 4); and (5) in accordance with the best judgment of the named proxies on any other matters properly
brought before the Annual Meeting.

Voting Rights

At the close of business on the record date, we had 115,760,940 shares of common stock outstanding and entitled to
vote. Holders of our common stock are entitled to one vote for each share held as of the record date.

Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals

A majority of the shares of our common stock outstanding and entitled to vote must be present or represented by proxy at
the Annual Meeting in order to have a quorum for the transaction of business at the Annual Meeting. Abstentions and
broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum. A broker non-
vote occurs when a bank, broker or other stockholder of record holding shares for a beneficial owner has not received
voting instructions from the beneficial owner and does not vote on a particular proposal because that record holder does
not have discretionary voting power with respect to that “non-routine” proposal. Each of the election of directors (Proposal
No. 1), the non-binding, advisory vote to approve executive compensation (Proposal No. 2), and the stockholder
proposal, if properly presented at the Annual Meeting, requesting that the Board take steps to permit stockholder action by
written consent (Proposal No. 4) is a “non-routine” proposal and so shares for which record holders do not receive voting
instructions will not be voted on such matters. The ratification of the selection of KPMG LLP as our independent registered
public accounting firm for the year ending December 31, 2020 (Proposal No. 3) is a “routine” proposal and so shares for
which record holders do not receive voting instructions may be voted on such matter by record holders.

VeriSign, Inc. | 2020 Proxy Statement | 4

2020VERISIGN PROXYInformation About the Meeting

If a quorum is present at the Annual Meeting, to be elected, a nominee for director must receive a majority of the votes
cast (the number of shares voted “for” that nominee must exceed the number of votes cast “against” that nominee). Under
this voting standard, abstentions and broker non-votes will not affect the voting outcome. Stockholders may not cumulate
votes in the election of directors.

If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue
to serve on the Board as a “holdover director.” Under our Corporate Governance Principles, each director that is not re-
elected by the stockholders must offer to resign, subject to acceptance by the Board. Each director submits an irrevocable
letter of resignation for this purpose. When such a resignation offer is made, the Corporate Governance and Nominating
Committee makes a recommendation to the Board with respect to the resignation offer and the Board must then
determine whether to accept or reject the resignation offer and publicly disclose its decision and the rationale therefor
within 90 days following the date of the certification of the relevant election results.

If a quorum is present at the Annual Meeting, approval of the proposals for:

•

the non-binding, advisory resolution to approve Verisign’s executive compensation (Proposal No. 2);

the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for
the year ending December 31, 2020 (Proposal No. 3); and

the stockholder proposal, if properly presented at the Annual Meeting, requesting that the Board take steps to
permit stockholder action by written consent (Proposal No. 4)

requires, in each case, the affirmative vote of a majority of the shares of our common stock present or represented by
proxy and entitled to vote on the matter. Under this voting standard, abstentions will have the effect of votes cast against
the proposal, and broker non-votes will not affect the voting outcome.

The inspector of elections appointed for the Annual Meeting will separately tabulate for and against votes, abstentions and
broker non-votes.

Adjournment of Annual Meeting

In the event that a quorum shall fail to attend the Annual Meeting, either present or represented by proxy at the Annual
Meeting, the Chairman may adjourn the Annual Meeting, or alternatively, the holders of a majority of the shares of our
common stock entitled to vote who are present or represented by proxy may adjourn the Annual Meeting. Any such
adjournment proposed by a stockholder or person named as a proxy would require the affirmative vote of the majority of
the shares present or represented by proxy at the Annual Meeting.

Expenses of Soliciting Proxies

Verisign will pay the expenses of soliciting proxies to be voted at the Annual Meeting. Verisign intends to retain Morrow
Sodali LLC for various services related to the solicitation of proxies, which we anticipate will cost approximately $32,500,
plus reimbursement of expenses. Following the original mailing of the Notice Regarding the Availability of Proxy Materials
and paper copies of proxy materials, we and/or our agents may also solicit proxies by mail, telephone, electronic
transmission, including email, or in person. Following the original mailing of the Notice Regarding the Availability of Proxy
Materials and paper copies of the proxy materials, we will request that brokers, custodians, nominees and other record
holders of our shares forward copies of the proxy materials to persons for whom they hold shares and request authority
for the exercise of proxies. In such cases, we will reimburse the record holders for their reasonable expenses if they ask
us to do so.

Internet and Telephone Voting

If you hold your shares as a stockholder of record as of the record date, you can simplify your voting process and save the
Company expense by voting your shares by telephone at 1-800-652-VOTE (8683) or on the internet at
www.envisionreports.com/VRSN 24 hours a day, seven days a week. Telephone and internet voting are available through
12:00 a.m. Eastern Time on the day of the Annual Meeting. More information regarding internet voting is given on the
Notice Regarding the Availability of Proxy Materials. If you hold your shares as of the record date through an intermediary,
such as a bank or broker, the intermediary should provide you with separate instructions on a form you will receive from
them. Many such intermediaries make telephone or internet voting available, but the specific processes available will
depend on those intermediaries’ individual arrangements.

VeriSign, Inc. | 2020 Proxy Statement | 5

2020VERISIGN PROXYInformation About the Meeting

Revocability of Proxies

If you hold your shares as a stockholder of record, you may revoke any proxy that is not irrevocable by attending and
voting at the Annual Meeting or by delivering a proxy in accordance with applicable law bearing a later date to the
Secretary of the Company. If you hold your shares through an intermediary, such as a bank or broker, you must follow the
instructions provided by the intermediary to change or revoke your voting instructions.

Householding

A number of brokerage firms have instituted a procedure called “householding,” which has been approved by the
Securities and Exchange Commission (the “SEC”). Under this procedure, the firm delivers only one copy of the Notice
Regarding the Availability of Proxy Materials or paper copies of the Annual Report and this Proxy Statement, as the case
may be, to multiple stockholders who share the same address and have the same last name, unless it has received
contrary instructions from an affected stockholder. If your shares are held in “street name” and you would like to receive
only one copy of these materials (instead of separate copies) in the future, please contact your bank, broker or other
holder of record to request information about householding. If you would like to receive an individual copy of the Notice
Regarding the Availability of Proxy Materials or paper copies of the Annual Report and this Proxy Statement, as the case
may be, now or in the future, we will promptly deliver these materials to you upon request to VeriSign, Inc., 12061
Bluemont Way, Reston, Virginia 20190, Attention: Secretary or (703) 948-3200.

VeriSign, Inc. | 2020 Proxy Statement | 6

2020VERISIGN PROXYProposal No. 1—Election of Directors

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board consists of eight directors. The terms of the current directors, who are identified below, expire upon the election
and qualification of the directors to be elected at the Annual Meeting. The Board has nominated D. James Bidzos, Yehuda
Ari Buchalter, Kathleen A. Cote, Thomas F. Frist III, Jamie S. Gorelick, Roger H. Moore, Louis A. Simpson and Timothy
Tomlinson, each of whom is a current director, for election at the Annual Meeting to serve until our 2021 Annual Meeting of
Stockholders and until their respective successors have been elected and qualified. Dr. Buchalter, who was appointed to
the Board in July 2019, was recommended by a non-management director. Proxies cannot be voted for more than eight
persons, which is the number of nominees.

Unless otherwise directed, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of
the nominees, as listed below, each of whom has consented to serve as a director if elected. In addition, if a proxy card is
properly executed and returned but no direction is made, the persons named as proxies on the proxy card intend to vote
all proxies FOR the election of the nominees listed below. If, at the time of the Annual Meeting, any of the nominees is
unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to
vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has
no reason to believe any of the nominees will be unable or will decline to serve if elected.

Director Nominees

Set forth below is certain information relating to our director nominees, including details on each director nominee’s
specific experience, qualifications, attributes or skills that led the Board to conclude that the person should be nominated
for election as a director for another term.

D. James Bidzos has served as Executive Chairman since August 2009 and Chief Executive Officer since August 2011.
He served as President from August 2011 to February 2020, Executive Chairman and Chief Executive Officer on an
interim basis from June 2008 to August 2009 and President from June 2008 to January 2009. He served as Chairman of
the Board since August 2007 and from April 1995 to December 2001. He served as Vice Chairman of the Board from
December 2001 to August 2007. Mr. Bidzos served as a director of VeriSign Japan K.K. from March 2008 to August 2010
and served as Representative Director of VeriSign Japan K.K. from March 2008 to September 2008. Mr. Bidzos served as
Vice Chairman of RSA Security Inc., an internet identity and access management solution provider, from March 1999 to
May 2002, and Executive Vice President from July 1996 to February 1999. Prior to that, he served as President and Chief
Executive Officer of RSA Data Security, Inc. from 1986 to February 1999.

Mr. Bidzos is a business executive with significant expertise in the technology that is central to the Company’s business.
Mr. Bidzos is an internet and security industry pioneer who understands the strategic technology trends in markets that
are important to the Company. Mr. Bidzos was a founder of the Company and has been either Chairman or Vice Chairman
of the Company’s Board since the Company’s founding in April 1995, providing him with valuable insight and institutional

VeriSign, Inc. | 2020 Proxy Statement | 7

2020VERISIGN PROXYProposal No. 1—Election of Directors

knowledge of the Company’s history and development. Mr. Bidzos has prior experience on our Compensation Committee
and our Corporate Governance and Nominating Committee and as a member of many other public-company boards.
Mr. Bidzos’ years of board-level experience contribute important knowledge and insight to the Board. Additionally,
Mr. Bidzos’ executive-level experience includes many years as a Chief Executive Officer, providing him with a perspective
that the Board values. Mr. Bidzos also has international business experience from his service as a director of VeriSign
Japan K.K.

Yehuda Ari Buchalter has served as a director since July 2019. Since May 2017, Dr. Buchalter has served as the Chief
Executive Officer of Intersection Holdings, LLC (“Intersection”), a leading smart cities media and technology company. At
Intersection, Dr. Buchalter leads the Infosec Leadership Team, which is responsible for overseeing the company’s security
and risk management issues, including data security and privacy issues. From July 2008 to January 2017, Dr. Buchalter
served as the Chief Operating Officer and then President of MediaMath, a leading programmatic advertising technology
platform. From January 2005 to April 2008, Dr. Buchalter was a Senior Partner at the marketing consultancy agency
Rosetta, where he led the Digital Media & Technology vertical. Prior to that, Dr. Buchalter was as an Associate Principal in
McKinsey & Company’s Media & Technology practice and a founding member of their Innovation practice. Dr. Buchalter
holds a B.S. in Physics from Stanford University, a Ph.D. in Astronomy from Columbia University, and was a postdoctoral
fellow in Theoretical Astrophysics at the California Institute of Technology.

Dr. Buchalter is a business executive with significant experience building and leading technology companies. Dr.
Buchalter’s expertise as a business executive includes business administration, sales and marketing, product
development, engineering and operations, providing him with a perspective that the Board values.

Kathleen A. Cote has served as a director since February 2008. From May 2001 to June 2003, Ms. Cote served as Chief
Executive Officer of Worldport Communications, Inc., a provider of internet managed services. From September 1998 to
May 2001, she served as Founder and President of Seagrass Partners, a consulting firm specializing in providing
strategic planning, business, operational and management support for startup and mid-sized technology companies. Prior
to that, she served as President and Chief Executive Officer of Computervision Corporation, a supplier of desktop and
enterprise, client server and web-based product development and data management software and services. Ms. Cote is
currently a director of Western Digital Corporation. Ms. Cote holds an Honorary Doctorate from the University of
Massachusetts, an M.B.A. degree from Babson College, and a B.A. degree from the University of Massachusetts,
Amherst.

Ms. Cote is a business executive with significant expertise overseeing global companies in technology and operations in
the areas of systems integration, networks, hardware and software, including web-based applications and internet
services. Ms. Cote’s expertise in technology and operations is directly relevant to the Company’s businesses. Ms. Cote’s
expertise as a business executive also includes sales and marketing, product development, strategic planning and
international experience, which contributes important expertise to the Board in those areas of business administration.
Ms. Cote’s financial and accounting skills qualify her as an audit committee financial expert. In addition to Ms. Cote’s
tenure as a director of the Company, Ms. Cote has served on several other boards of directors, including service on the
audit and corporate governance committees of those boards, providing her with valuable board-level experience.
Ms. Cote’s executive-level experience includes experience as a Chief Executive Officer, providing her with a perspective
that the Board values.

Thomas F. Frist III has served as a director since December 2015. Mr. Frist has served as Chairman of the Board of
Directors of HCA Healthcare, Inc. since April 2019. Mr. Frist is the Founder and Managing Principal of Frist Capital, LLC,
an investment firm based in Nashville, Tennessee he founded in 2002 that makes long-term equity investments in public
and private companies. Prior to that he was the managing member of FS Partners II, LLC and he worked in principal
investments at Rainwater, Inc. from 1992 to 1995. Mr. Frist previously served as a director of Science Applications
International Corporation from 2013 until 2017. Mr. Frist holds a B.A. degree from Princeton University and an M.B.A.
degree from Harvard Business School.

Mr. Frist’s significant directorship experience provides valuable expertise and perspective to the Board. Since 2006, Mr.
Frist has served as a director of HCA Healthcare, Inc. at which he previously chaired, and currently serves as a member
of, the Finance and Investments Committee and previously chaired the Nominating and Corporate Governance
Committee. In addition to his significant experience as a public company director, Mr. Frist provides valuable experience in
areas of business administration, finance and operations, which the Board values.

Jamie S. Gorelick has served as a director since January 2015. Ms. Gorelick has been a partner at Wilmer Cutler
Pickering Hale and Dorr LLP since 2003. She has held numerous positions in the U.S. government, serving as Deputy
Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of
Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States. Ms. Gorelick

VeriSign, Inc. | 2020 Proxy Statement | 8

2020VERISIGN PROXYProposal No. 1—Election of Directors

has served as a director of Amazon.com, Inc. since February 2012 and serves as Chair of its Nominating and Governance
Committee. She previously served as a director of United Technologies Corporation from February 2000 through
December 2014 and a director of Schlumberger Limited from April 2002 through June 2010. She holds B.A. and J.D.
degrees from Harvard University.

Ms. Gorelick is an experienced attorney with significant expertise in legal, policy and corporate matters. Ms. Gorelick’s
regulatory and policy experience is directly relevant to the Company’s business. She is well-versed in critical infrastructure
and national security issues and brings a valuable skill-set and wealth of government experience to the Board. Ms.
Gorelick has served on several other corporate boards, a compensation committee and a nominating and corporate
governance committee, and served on numerous government boards and commissions. Ms. Gorelick’s experience in both
the public and private sectors, combined with her experience in the corporate boardroom, provides her valuable board
experience, and she offers a perspective the Board values.

Roger H. Moore has served as a director since February 2002. From December 2007 to May 2009, he served as a
consultant assisting our company in the divestiture of its former Communications Services business. From June 2007
through November 2007, Mr. Moore served as interim Chief Executive Officer and President of Arbinet-thexchange, Inc., a
provider of online trading services. He was President and Chief Executive Officer of Illuminet Holdings, Inc., a provider of
nationwide network and database services, from December 1995 until December 2001 when it was acquired by our
company. Mr. Moore is currently a director of Consolidated Communications Holdings, Inc. and previously served as a
director of Western Digital Corporation from June 2000 through November 2014. Mr. Moore holds a B.S. degree in
General Science from Virginia Polytechnic Institute and State University.

Mr. Moore is a business executive with significant expertise in general management, sales, technology, cybersecurity, and
strategic planning in the telecommunications industry. Mr. Moore’s expertise contributes operational knowledge of
important inputs to the Company’s businesses and provides valuable experience in areas of business administration.
Mr. Moore also has significant experience, both as a senior executive and as a board member, in joint venture and
mergers and acquisition transactions, which is experience that is valuable to the Board. Mr. Moore has experience in
military intelligence, including serving two years at the National Security Agency. Mr. Moore’s financial and accounting
skills qualify him as an audit committee financial expert. Mr. Moore also serves on several other boards of directors,
including service on the audit, compensation and corporate governance committees of certain of those boards, providing
him with valuable board-level experience. In addition to the several years of business management experience mentioned
above, Mr. Moore has international business experience from his time as President of Nortel Japan and as President of
AT&T Canada.

Louis A. Simpson has served as a director since May 2005. Mr. Simpson served as Chairman of SQ Advisors, LLC, an
investment firm, from January 2011 to July 2019. From May 1993 to December 2010, he served as President and Chief
Executive Officer, Capital Operations, of GEICO Corporation, a passenger auto insurer. Mr. Simpson previously served as
Vice Chairman of the Board of GEICO from 1985 to 1993. Mr. Simpson holds a B.A. degree from Ohio Wesleyan
University and an M.A. degree in Economics from Princeton University.

Mr. Simpson is a business executive with significant expertise in insurance, finance and private investment. Mr. Simpson’s
expertise contributes all around business acumen, skills in strategic planning and finance, along with knowledge important
to mergers and acquisitions activity. Throughout his career, Mr. Simpson has served on the boards of directors of more
than fifteen publicly-traded companies, providing him with extensive and valuable board-level experience. Mr. Simpson’s
board-level experience also includes previous audit committee, finance committee, nominating and corporate governance
committee and compensation committee experience on certain of those public company boards. Mr. Simpson is a
recognized expert in corporate governance matters, having lectured and presented numerous times on corporate
governance topics at seminars and continuing education courses. As indicated above, Mr. Simpson’s career includes
executive-level experience as a chief executive officer, providing him with a perspective that the Board values.

Timothy Tomlinson has served as a director from the Company’s founding in 1995 until 2002, and again since his
reappointment in November 2007. From May 2011 through December 2013, Mr. Tomlinson was a corporate lawyer
employed as General Counsel of Portola Minerals Company, a producer and seller of limestone products. From May 2007
through May 2011, Mr. Tomlinson was employed as Of Counsel by the law firm Greenberg Traurig, LLP. Mr. Tomlinson
was the founder and a named partner of Tomlinson Zisko LLP and practiced with this Silicon Valley law firm from 1983
until its acquisition by Greenberg Traurig, LLP in May 2007. He served as managing partner of Tomlinson Zisko LLP for
multiple terms. While at Tomlinson Zisko LLP, Mr. Tomlinson and his firm served as the licensing counsel to RSA Data
Security, Inc. and the Company for a wide variety of cryptographic and related cybersecurity products. Mr. Tomlinson
holds a B.A. degree in Economics, a Ph.D. degree in History, an M.B.A., and a J.D. degree from Stanford University.

VeriSign, Inc. | 2020 Proxy Statement | 9

2020VERISIGN PROXYProposal No. 1—Election of Directors

Mr. Tomlinson has significant expertise in corporate matters including finance and mergers and acquisitions and has
represented clients in the technology industry for more than thirty years. Mr. Tomlinson’s long-term service on our Board
has provided him with valuable insight and institutional knowledge of the Company’s history and development. Mr.
Tomlinson’s financial and accounting skills qualify him as an audit committee financial expert. He has extensive
experience in corporate governance, both as a lawyer advising clients, and through serving on our Audit, Compensation
and Corporate Governance and Nominating Committees, as well as the audit, compensation, and governance committees
of other companies.

Compensation of Directors

This section provides information regarding our compensation policies for non-employee directors and amounts earned
and securities awarded to these directors in 2019. Mr. Bidzos is our Executive Chairman and Chief Executive Officer. As
an employee of our company, Mr. Bidzos does not participate in our compensation program for non-employee directors,
and he is compensated as an executive officer of our company. Mr. Bidzos’ compensation is described in “Executive
Compensation” elsewhere in this Proxy Statement.

Non-Employee Director Retainer Fees and Equity Compensation Information

On July 22, 2019, the Compensation Committee met to consider the cash and equity-based compensation to be paid to
our non-employee directors. The Compensation Committee reviewed a report of competitive market data and
compensation practices prepared by Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation consultant,
for the same peer group it used to benchmark executive compensation. For information about the peer group, see
“Executive Compensation—Compensation Discussion and Analysis.” The Compensation Committee sets director
compensation levels at or near the market median relative to directors at companies in the peer group in order to ensure
directors are paid competitively for their time commitment and responsibilities. Providing a competitive compensation
package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term
success. Following the July 2019 review, including consideration of the recommendations made by FW Cook, the
Compensation Committee determined that it was in the best interests of our company and our stockholders to (i) increase
the annual cash retainer for the Corporate Governance and Nominating Committee Chairperson from $5,000 to $10,000,
(ii) increase the annual cash retainer fee for the Safety and Security Council Liaison from $15,000 to $25,000 and (iii)
continue to make an annual equity award grant to each director of $250,000 (made solely in the form of restricted stock
units (“RSUs”), which vest immediately upon grant). Historically, 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. Directors are subject to our stock retention policy as described in “Executive
Compensation—Compensation Discussion and Analysis.”

Non-employee directors received annual cash retainer fees for 2019 as follows (except that for the period from July 22,
2019 through December 31, 2019, the Corporate Governance and Nominating Committee Chairperson earned a pro rata
amount of her annual cash retainer fee at the rate of $10,000 per year and the Safety and Security Council Liaison earned
a pro rata amount of his annual cash retainer fee at the rate of $25,000 per year):

Annual cash retainer fee for non-employee directors ...................................................................................... $
40,000
Additional annual cash retainer fee for Non-Executive Chairman of the Board(1) .......................................... $ 100,000
Additional annual cash retainer fee for Lead Independent Director ................................................................ $
25,000
Additional annual cash retainer fee for Audit Committee members ................................................................ $
25,000
Additional annual cash retainer fee for Compensation Committee members ................................................. $
20,000
Additional annual cash retainer fee for Corporate Governance and Nominating Committee members .......... $
10,000
Additional annual cash retainer fee for Audit Committee Chairperson ............................................................ $
15,000
Additional annual cash retainer fee for Compensation Committee Chairperson ............................................. $
10,000
Additional annual cash retainer fee for Corporate Governance and Nominating Committee Chairperson(2) . $
5,000
Additional annual cash retainer fee for Safety and Security Council Liaison(3) .............................................. $
15,000

(1)
(2)

(3)

The position of “Non-Executive Chairman of the Board” was not held during 2019, and as such no annual retainer fees were paid during this period.
The additional annual cash retainer fee for the Corporate Governance and Nominating Committee Chairperson increased from $5,000 to $10,000 in July
2019.
The additional annual cash retainer fee for the Safety and Security Council Liaison increased from $15,000 to $25,000 in July 2019.

Non-employee directors are reimbursed for their expenses incurred in attending meetings.

Our Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan limits the compensation (including equity and cash
awards) paid to any non-employee director in any year to an aggregate dollar value of $600,000, with an exception to

VeriSign, Inc. | 2020 Proxy Statement | 10

2020VERISIGN PROXYProposal No. 1—Election of Directors

allow for up to two times such limit for grants made in the first year of service or first year designated as chairman or lead
independent director.

Non-Employee Director Compensation Table for 2019

The following table sets forth a summary of compensation information for our non-employee directors for 2019.

DIRECTOR COMPENSATION FOR 2019

Non-Employee Director Name
Yehuda Ari Buchalter(3) .........................................................................
Kathleen A. Cote ....................................................................................
Thomas F. Frist III ..................................................................................
Jamie S. Gorelick ...................................................................................
Roger H. Moore ......................................................................................
Louis A. Simpson ...................................................................................
Timothy Tomlinson .................................................................................

Fees Earned
or
Paid in Cash
($)(1)
22,690
82,215
70,000
70,000
94,429
105,000
110,000

Stock
Awards
($)(2)
253,945
249,843
249,843
249,843
249,843
249,843
249,843

Total ($)
276,635
332,058
319,843
319,843
344,272
354,843
359,843

(1)
(2)

(3)

Amounts shown represent cash retainer fees earned by each director.
Stock awards consist solely of RSUs which vest immediately upon grant. Amounts shown represent the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718 for awards granted in 2019. The grant date fair value of each award granted to each non-employee director on
July 22, 2019 was $249,843 (consisting of 1,157 RSUs valued at $215.94 per share, which was the closing price per share on the grant date). No director
held any outstanding awards as of December 31, 2019.
Dr. Buchalter was appointed to our Board on July 17, 2019. The stock awards granted to Dr. Buchalter included an additional 19 RSUs valued at $215.94
per share, which represents the amount of the annual equity award granted to each non-employee director in July 2018 prorated for Dr. Buchalter’s service
as a director from July 17, 2019 through July 22, 2019.

The Board Recommends a Vote FOR the Election of Each of the Foregoing Director Nominees.

VeriSign, Inc. | 2020 Proxy Statement | 11

2020VERISIGN PROXYCorporate Governance

Independence of Directors

CORPORATE GOVERNANCE

As required under The Nasdaq Stock Market’s listing standards, a majority of the members of our Board must qualify as
“independent directors,” as determined by the Board. The Board and the Corporate Governance and Nominating
Committee consult with our legal counsel to confirm that the Board’s determinations are consistent with all relevant
securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent
listing standards of The Nasdaq Stock Market.

Consistent with these considerations, after review of all relevant transactions and relationships between each director, or
any of his or her family members, and Verisign, our executive officers or our independent registered public accounting
firm, our Board affirmatively determined on February 11, 2020 that seven out of the eight members of our Board are
independent directors. Our independent directors are Dr. Buchalter, Ms. Cote, Mr. Frist, Ms. Gorelick, Mr. Moore,
Mr. Simpson, and Mr. Tomlinson. Each member of the Audit Committee, the Compensation Committee and the Corporate
Governance and Nominating Committee is an independent director. Mr. Bidzos serves as Executive Chairman and Chief
Executive Officer and thus is not considered an independent director.

Board Leadership Structure

The Board regularly considers the appropriate leadership structure for the Company and has concluded that the Company
and its stockholders are best served by not having a formal policy on whether the same individual should serve as both
Chief Executive Officer and Chairman of the Board. This flexibility allows the Board to utilize its considerable experience
and knowledge to elect the most appropriate director as Chairman, while maintaining the ability to separate the Chairman
of the Board and Chief Executive Officer roles when necessary. This determination is made according to what the Board
believes is best to provide appropriate leadership for the Company at such time. Currently, the Company’s eight-member
Board is led by Chairman D. James Bidzos. Mr. Bidzos is also an officer of the Company, serving as its Executive
Chairman and Chief Executive Officer. The Board has appointed Louis A. Simpson as Lead Independent Director. The
Lead Independent Director: (a) presides at all meetings of the Board at which the Chairman of the Board is not present,
including executive sessions of the independent directors; (b) serves as liaison between the Chairman of the Board and
the independent directors; (c) works with the Chairman of the Board to facilitate timely and appropriate information flow to
the Board; (d) reviews and approves agendas and schedules for meetings of the Board; (e) exercises such other powers
and duties as from time to time may be assigned to him or her by the Board; and (f) meets with significant shareholders,
as appropriate. In addition, the Lead Independent Director has the authority to call meetings and executive sessions of the
independent directors.

The Board has determined that its current leadership represents an appropriate structure for the Company. In particular,
this structure capitalizes on the expertise and experience of Messrs. Bidzos and Simpson due to their service to the
Board. The structure permits Mr. Bidzos to engage in the operations of the Company in a more in-depth way as Executive
Chairman and Chief Executive Officer. Lastly, the structure ensures Board independence from management by permitting
the Lead Independent Director to call and chair meetings and executive sessions of the independent directors separate
and apart from the Chairman of the Board.

Mr. Bidzos was a founder of the Company and its initial Chief Executive Officer, and he has been either Chairman or Vice
Chairman of the Company’s Board since the Company’s founding in 1995. Mr. Bidzos’ current tenure as Chairman of the
Board dates to August 2007. Mr. Bidzos was appointed Executive Chairman, President and Chief Executive Officer of
Verisign on an interim basis on June 30, 2008. On January 14, 2009, Mr. Bidzos resigned as President, and on August 17,
2009, Mr. Bidzos resigned as Chief Executive Officer. On August 1, 2011, Mr. Bidzos was re-appointed President and
Chief Executive Officer. Mr. Bidzos resigned as President on February 11, 2020. Mr. Simpson has been the Lead
Independent Director since July 2015.

Succession Planning

The Board recognizes the importance of the effectiveness of the Company’s executive leaders for the Company’s
success, and the Board is actively engaged in executive succession planning. The Board has delegated to the Corporate
Governance and Nominating Committee responsibility for reviewing and assessing the management development and
succession planning process for senior management. As part of the succession planning process, the Corporate
Governance and Nominating Committee works closely with our management, including our Human Resources team, to
identify succession candidates for senior management other than the Executive Chairman and Chief Executive Officer.
Although the Board retains responsibility for identifying succession candidates for the Executive Chairman and Chief
Executive Officer, the Corporate Governance and Nominating Committee is charged with developing the processes to
identify succession candidates. If the Board commences a search for candidates from outside the Company to succeed

VeriSign, Inc. | 2020 Proxy Statement | 12

2020VERISIGN PROXYCorporate Governance

Corporate Governance

the Chief Executive Officer, the pool from which the Board selects a candidate includes female and racially/ethnically
diverse candidates, and any third-party search firm that the Board engages is instructed to include female and racially/
ethnically diverse candidates in such pool as well.

The Corporate Governance and Nominating Committee also periodically considers Board succession and, as part of that
consideration, evaluates and reviews with the Board the criteria for selecting new directors, including skills and
characteristics such as diversity, in the context of the current composition of the Board and its committees.

Board and Committee Meetings

The Board met five times and its committees collectively met fourteen times during 2019. During 2019, no director
attended fewer than 75% of the aggregate of (i) the total number of meetings held by the Board and (ii) the total number of
meetings held by all committees on which he or she served.

Board Members’ Attendance at the Annual Meeting

We do not have a formal policy regarding attendance by members of the Board at our annual meeting of stockholders.
One member of the Board attended our 2019 Annual Meeting of Stockholders.

Corporate Governance and Nominating Committee

The Board has established a Corporate Governance and Nominating Committee to recruit, evaluate, and nominate
candidates for appointment or election to serve as members of the Board, recommend nominees for committees of the
Board, assess contributions and independence of incumbent directors, review and make recommendations regarding the
Board’s leadership structure, recommend changes to corporate governance principles and committee charters and
periodically review and assess the adequacy of these documents, and review annually the performance of the Board. The
Corporate Governance and Nominating Committee is currently composed of Ms. Cote (Chairperson), Dr. Buchalter, Mr.
Frist, Ms. Gorelick, Mr. Moore, Mr. Simpson, and Mr. Tomlinson, each of whom has been determined by the Board to be
an “independent director” under the rules of The Nasdaq Stock Market. The Corporate Governance and Nominating
Committee operates pursuant to a written charter. The Corporate Governance and Nominating Committee’s charter is
located on our Investor Relations website at https://investor.verisign.com/corporate-governance. The Corporate
Governance and Nominating Committee met four times during 2019.

In nominating candidates for election to the Board, the Corporate Governance and Nominating Committee considers the
performance and qualifications of each potential nominee or candidate, not only for his or her individual strengths but also
for his or her potential contribution to the Board as a group. In carrying out this responsibility the Corporate Governance
and Nominating Committee also considers additional factors, such as diversity, business experience, and expertise within
industries and markets tangential or complementary to the Company’s industry. Additionally, pursuant to its charter, the
Corporate Governance and Nominating Committee evaluates and reviews with the Board the criteria for selecting new
directors, including skills and characteristics such as diversity, in the context of the current composition of the Board and
its committees. The pool of new director candidates from which the Corporate Governance and Nominating Committee
recommends new director nominees includes female and racially/ethnically diverse candidates, and any third-party search
firm that the committee engages is instructed to include female and racially/ethnically diverse candidates in such pool as
well.

The Corporate Governance and Nominating Committee considers candidates for director nominees proposed by directors
and stockholders. The Corporate Governance and Nominating Committee may also from time to time retain one or more
third-party search firms to identify suitable candidates.

If you would like to recommend to the Corporate Governance and Nominating Committee a prospective candidate, please
submit the candidate’s name and qualifications to: Thomas C. Indelicarto, Secretary, VeriSign, Inc., 12061 Bluemont Way,
Reston, Virginia 20190.

The Corporate Governance and Nominating Committee will consider all candidates identified by the directors, chief
executive officer, stockholders, or third-party search firms through the processes described above, and will evaluate each
of them, including incumbents and candidates nominated by stockholders, based on the same criteria.

Board Evaluation Process

The Corporate Governance and Nominating Committee oversees the annual performance review of the Board and its
committees. Each year, the Corporate Governance and Nominating Committee determines the format for the annual
performance reviews, and the Chairperson of each Board committee is responsible for leading that committee’s
performance review and the Lead Independent Director is responsible for leading the Board’s performance review. The
results of the reviews are reported to Ms. Cote, in her capacity as Chairperson of the Corporate Governance and

VeriSign, Inc. | 2020 Proxy Statement | 13

Nominating Committee, who in turn reports the results of the reviews to the entire Board. In addition to these reviews, the

Lead Independent Director solicits comments and feedback from each director on the operation of the Board and the

committees and areas for improvement.

Audit Committee

The Board has established an Audit Committee that oversees the accounting and financial reporting processes at the

Company, internal control over financial reporting, audits of the Company’s financial statements, the qualifications of the

Company’s independent registered public accounting firm, and the performance of the Company’s internal audit

department and the independent registered public accounting firm. The independent registered public accounting firm

reports directly to the Audit Committee, and the Audit Committee is responsible for the appointment (subject to

stockholder ratification), compensation and retention of the independent registered public accounting firm. The Audit

Committee also oversees the Company’s processes to manage business and financial risk, and compliance with

significant applicable legal and regulatory requirements, and oversees the Company’s ethics and compliance programs.

The Audit Committee is currently composed of Mr. Tomlinson (Chairperson), Ms. Cote, and Mr. Moore. Each member of

the Audit Committee meets the independence criteria of The Nasdaq Stock Market’s and the SEC’s rules. Each Audit

Committee member meets The Nasdaq Stock Market’s financial knowledge requirements, and the Board has determined

that the Audit Committee has at least one member who has past employment experience in finance or accounting,

requisite professional certification in accounting, or any other comparable experience or background which results in the

individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other

senior officer with financial oversight responsibilities as required by Rule 5605(c)(2) of The Nasdaq Stock Market. The

Audit Committee operates pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-

Oxley Act of 2002 and related rules of the SEC and The Nasdaq Stock Market. The Audit Committee’s charter is located

on our Investor Relations website at https://investor.verisign.com/corporate-governance. The Audit Committee met five

times during 2019.

Audit Committee Financial Experts

Stock Market.

Compensation Committee

Our Board has determined that each of Ms. Cote, Mr. Moore and Mr. Tomlinson is an “audit committee financial expert” as

such term is defined in Item 407(d)(5) of Regulation S-K. Each of Ms. Cote, Mr. Moore and Mr. Tomlinson meets the

independence requirements for audit committee members as defined in the applicable listing standards of The Nasdaq

The Board has established a Compensation Committee to discharge the Board’s responsibilities with respect to all forms

of compensation of the Company’s directors and employees, including executive officers, to administer the Company’s

equity incentive plans, and to produce an annual report on executive compensation for use in the Company’s Proxy

Statement. The Compensation Committee is also responsible for overseeing Verisign’s overall compensation philosophy

and approving and evaluating executive officer compensation arrangements, plans, policies, and programs of the

Company, and for administering the Company’s equity incentive plans for employees. The Compensation Committee

operates pursuant to a written charter. The Compensation Committee’s charter is located on our Investor Relations

website at https://investor.verisign.com/corporate-governance. The Compensation Committee is currently composed of

Mr. Simpson (Chairperson), Mr. Frist, Ms. Gorelick, and Mr. Tomlinson, each of whom is an “independent director” under

the rules of The Nasdaq Stock Market for compensation committee members and a “non-employee director” pursuant to

Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The

Compensation Committee met five times during 2019. For further information regarding the role of compensation

consultants and management in setting executive compensation, see “Executive Compensation—Compensation

Discussion and Analysis.”

Cybersecurity Committee

In February 2020, the Board established a Cybersecurity Committee, which is scheduled to begin meeting formally in April

2020. The purpose of the Cybersecurity Committee is to assist the Board with its oversight of the Company’s

cybersecurity program and risks. The Cybersecurity Committee operates pursuant to a written charter. The Cybersecurity

Committee’s charter is located on our Investor Relations website at https://investor.verisign.com/corporate-governance.

The Cybersecurity Committee is currently composed of Mr. Moore (Chairperson), Mr. Bidzos, Dr. Buchalter, and Mr.

Tomlinson.

VeriSign, Inc. | 2020 Proxy Statement | 14

2020VERISIGN PROXYCorporate Governance

Nominating Committee, who in turn reports the results of the reviews to the entire Board. In addition to these reviews, the
Lead Independent Director solicits comments and feedback from each director on the operation of the Board and the
committees and areas for improvement.

Audit Committee

The Board has established an Audit Committee that oversees the accounting and financial reporting processes at the
Company, internal control over financial reporting, audits of the Company’s financial statements, the qualifications of the
Company’s independent registered public accounting firm, and the performance of the Company’s internal audit
department and the independent registered public accounting firm. The independent registered public accounting firm
reports directly to the Audit Committee, and the Audit Committee is responsible for the appointment (subject to
stockholder ratification), compensation and retention of the independent registered public accounting firm. The Audit
Committee also oversees the Company’s processes to manage business and financial risk, and compliance with
significant applicable legal and regulatory requirements, and oversees the Company’s ethics and compliance programs.
The Audit Committee is currently composed of Mr. Tomlinson (Chairperson), Ms. Cote, and Mr. Moore. Each member of
the Audit Committee meets the independence criteria of The Nasdaq Stock Market’s and the SEC’s rules. Each Audit
Committee member meets The Nasdaq Stock Market’s financial knowledge requirements, and the Board has determined
that the Audit Committee has at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable experience or background which results in the
individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities as required by Rule 5605(c)(2) of The Nasdaq Stock Market. The
Audit Committee operates pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-
Oxley Act of 2002 and related rules of the SEC and The Nasdaq Stock Market. The Audit Committee’s charter is located
on our Investor Relations website at https://investor.verisign.com/corporate-governance. The Audit Committee met five
times during 2019.

Audit Committee Financial Experts

Our Board has determined that each of Ms. Cote, Mr. Moore and Mr. Tomlinson is an “audit committee financial expert” as
such term is defined in Item 407(d)(5) of Regulation S-K. Each of Ms. Cote, Mr. Moore and Mr. Tomlinson meets the
independence requirements for audit committee members as defined in the applicable listing standards of The Nasdaq
Stock Market.

Compensation Committee

The Board has established a Compensation Committee to discharge the Board’s responsibilities with respect to all forms
of compensation of the Company’s directors and employees, including executive officers, to administer the Company’s
equity incentive plans, and to produce an annual report on executive compensation for use in the Company’s Proxy
Statement. The Compensation Committee is also responsible for overseeing Verisign’s overall compensation philosophy
and approving and evaluating executive officer compensation arrangements, plans, policies, and programs of the
Company, and for administering the Company’s equity incentive plans for employees. The Compensation Committee
operates pursuant to a written charter. The Compensation Committee’s charter is located on our Investor Relations
website at https://investor.verisign.com/corporate-governance. The Compensation Committee is currently composed of
Mr. Simpson (Chairperson), Mr. Frist, Ms. Gorelick, and Mr. Tomlinson, each of whom is an “independent director” under
the rules of The Nasdaq Stock Market for compensation committee members and a “non-employee director” pursuant to
Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Compensation Committee met five times during 2019. For further information regarding the role of compensation
consultants and management in setting executive compensation, see “Executive Compensation—Compensation
Discussion and Analysis.”

Cybersecurity Committee

In February 2020, the Board established a Cybersecurity Committee, which is scheduled to begin meeting formally in April
2020. The purpose of the Cybersecurity Committee is to assist the Board with its oversight of the Company’s
cybersecurity program and risks. The Cybersecurity Committee operates pursuant to a written charter. The Cybersecurity
Committee’s charter is located on our Investor Relations website at https://investor.verisign.com/corporate-governance.
The Cybersecurity Committee is currently composed of Mr. Moore (Chairperson), Mr. Bidzos, Dr. Buchalter, and Mr.
Tomlinson.

VeriSign, Inc. | 2020 Proxy Statement | 14

2020VERISIGN PROXYCorporate Governance

Board’s Role in Risk Oversight

The Board is actively engaged in risk oversight for the Company, including the risks associated with the ongoing
COVID-19 crisis. Throughout the year, the Board and senior management discuss the areas of material risk to the
Company, including operational, financial, legal and regulatory, and strategic and reputational risks. The full Board (or the
appropriate committee in the case of risks that are under the purview of a particular committee) receives reports from the
appropriate member of senior management responsible for mitigating these risks within the organization to enable the
Board to understand our risk identification, risk management and risk mitigation strategies. The Audit Committee oversees
the Company’s processes to manage business and financial risk and compliance with significant applicable legal and
regulatory requirements, including the Company’s enterprise risk management program. The Compensation Committee
oversees the Company’s risk assessment and risk management relative to the Company’s compensation programs,
policies, and practices. The Chairpersons of the relevant committees brief the full Board on the committees’ oversight of
risks within their purview during the committee reports portion of each regular Board meeting. This enables the Board and
its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships, and enables the full
Board to provide input on the Company’s risk assessment and risk management efforts. All of our Board members have
experience with enterprise risk management.

The Board as a whole retains responsibility for oversight of the Company’s cybersecurity risk management program. In
February 2020, the Board established a Cybersecurity Committee, which will begin meeting formally in April 2020, to
assist the Board with its oversight of the Company’s cybersecurity risk management program. The Cybersecurity
Committee will receive quarterly status reports on the cybersecurity risk management program from the Company’s Chief
Security Officer, with the full Board receiving regular reports from Mr. Moore, the Chairperson of the Cybersecurity
Committee, on the conduct of the committee’s functions as well as quarterly status reports on the cybersecurity risk
management program from the Company’s Chief Security Officer. In addition, the Board has appointed Mr. Moore as its
liaison to management’s Safety and Security Council (the “Council”). The Council’s purpose is to oversee the
effectiveness and performance of the Company’s safety and security functions. The Council provides strategic direction
and oversight for initiatives to minimize cyber, physical and other security risks to the Company and holds regular monthly
meetings. The Council is composed of executives of the Company with responsibility for cybersecurity, physical security,
network operations, technology, registry services, finance and legal and is chaired by Mr. Bidzos. Mr. Moore participates in
Council meetings and receives regular, scheduled briefings from Council members regarding incidents and network
operations. The Cybersecurity Committee will review and discuss the activities of the Council at each regularly scheduled
Cybersecurity Committee meeting.

Communicating with the Board

Any stockholder who desires to contact the Board may do so electronically by sending an email to bod@verisign.com.
Alternatively, a stockholder may contact the Board by writing to: Board of Directors, VeriSign, Inc., 12061 Bluemont Way,
Reston, Virginia 20190, Attention: Secretary. Communications received electronically or in writing are distributed to the
Chairman of the Board or other members of the Board, as appropriate, depending on the facts and circumstances outlined
in the communication received.

Code of Conduct

We have adopted a written Code of Conduct, which is posted on our Investor Relations website under “Ethics and
Business Conduct” at https://investor.verisign.com/corporate-governance. The Code of Conduct applies to all of our
directors, officers and employees, including our principal executive officer, principal financial officer and other senior
accounting officers.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from,
a provision of the Code of Conduct, to the extent applicable to the principal executive officer, principal financial officer, or
other senior accounting officers, by posting such information on our website, on the web page found by clicking through to
“Ethics and Business Conduct” as specified above.

VeriSign, Inc. | 2020 Proxy Statement | 15

2020VERISIGN PROXYCorporate Governance

ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

At Verisign, we take seriously our responsibility as corporate citizens in the communities where we live and work. As
stewards of the internet, “what we do” and “how we do it” are important for the security, stability, and resiliency of key
internet infrastructure and services, which billions of people worldwide depend on every second of every day. Our core
values include demonstrating respect and integrity in our interactions with all of our stakeholders. The following summary
highlights our environmental, social and governance policies and practices.

Diversity and
Inclusion

Business Conduct
and Ethics

Data Privacy and
Cybersecurity

Community Impact

Employee Benefits

• We have revised our Corporate Governance Principles to adopt the so-called “Rooney Rule”

policy so that (i) the pool of candidates from which the Corporate Governance and Nominating
Committee recommends new director nominees includes female and racially/ethnically diverse
candidates and (ii) in any searches for candidates from outside the Company to succeed the
Chief Executive Officer, the pool from which the Board selects a candidate includes female
and racially/ethnically diverse candidates.

• We maintain equal employment opportunity hiring policies and practices.
• We maintain an affirmative action program designed to attract a diverse pool of talent and help

provide qualified women, minorities, protected veterans and those with disabilities equal
opportunities in our workforce.

• We have employee affinity groups such as Women in Technology and Young Professionals

that support an inclusive workplace environment.

• We provide respectful and inclusive workplace training for employees across all levels.

• Along with our commitment to our values, we operate a robust ethics and compliance program

that is overseen by the Audit Committee.

• Our Code of Conduct outlines our approach to ethical conduct and compliance with local and
international laws and regulations, including our approach to anti-corruption, non-retaliation,
and related policies.

• Our directors and employees receive annual ethics and compliance training and certify their

compliance with our Code of Conduct.

• We maintain an ethics and compliance helpline through which employees, or anyone else, can

seek guidance or raise a concern confidentially and anonymously if desired. All reported
concerns are reviewed and investigated as appropriate.

• We have a Privacy Statement located on our website that describes how we handle personal

information and our privacy practices.

• Our business does not involve monetizing personal information.
• We have adopted a rigorous governance framework for the oversight of cybersecurity risk,
including a Board-level Cybersecurity Committee and a management-level Safety and
Security Council that has a Board liaison.

• We have adopted the National Institute of Standards and Technology (NIST) cybersecurity

framework and perform periodic assessments against this framework to measure
cybersecurity maturity.

• In addition to leveraging a broad array of industry frameworks and best practices applicable to

our operating environments, our information security practices align with the AICPA, Trust
Services Principles and Criteria (System and Organization Controls).

• Our Verisign Cares program matches employee donations up to specified amounts to

qualifying charitable organizations.

• Our Verisign Cares program provides paid time off to employees to give their time on a regular

basis in support of local community organizations.

• We hold periodic blood drives and donation drives to support various community

organizations.

• We contribute to regional human services non-profit organizations in the communities in which

we live and work, as well as non-profit organizations in the global internet community.

• We provide our U.S.-based employees with comprehensive medical, dental, vision and other

benefits and provide our employees based in other countries with comprehensive medical and
other benefits.

• We provide our U.S.-based employees with a 401(k) plan with immediate vesting that includes
a company match and generally provide our employees based in other countries with pension
contributions.

• We provide eligible employees with the opportunity to purchase our common stock at a

discount through our employee stock purchase plan.

• We provide extensive wellness offerings (focusing on physical, emotional and financial

wellness) to our U.S.-based employees.

• Our Reston corporate offices operate a subsidized cafeteria with locally sourced food.
• Our Reston corporate offices have an on-site fitness center.

VeriSign, Inc. | 2020 Proxy Statement | 16

2020VERISIGN PROXYCorporate Governance

Environment

• Our Reston corporate offices are LEED Gold certified for commercial interiors.
• We use recycled and earth friendly products at our Reston corporate offices.
• We have implemented technologies at our Reston corporate offices that reduce energy

consumption.

Governance

• See “Proxy Summary—Corporate Governance Highlights” on page 2 of this Proxy Statement.

As of the date of this Proxy Statement, the United States and the global community are facing unprecedented challenges
posed by COVID-19. In response, we have taken steps to protect our people and support the communities we serve,
while keeping our critical internet infrastructure running smoothly. These steps include (i) establishing a task force to
monitor the COVID-19 outbreak and to actively protect our employees, (ii) executing on business continuity plans for the
uninterrupted continuation of our services, including our domain name registry services, while most of our employees
continue to work remotely, (iii) donating to COVID-19 relief efforts and doubling our matching program for employee
donations under our Verisign Cares program, and (iv) freezing registry prices for all of the top-level domains that we
operate through the end of 2020.

VeriSign, Inc. | 2020 Proxy Statement | 17

2020VERISIGN PROXYSecurity Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of
March 26, 2020, except as otherwise indicated, by:

• each current stockholder who is known by us to own beneficially more than 5% of our common stock;

• each current director;

• each of our named executive officers listed in the Summary Compensation Table in “Executive Compensation”

elsewhere in this Proxy Statement; and

• all current directors and executive officers as a group.

The percentage ownership is based on 115,760,940 shares of common stock outstanding at March 26, 2020. Shares of
common stock that are issuable upon vesting of RSUs within 60 days of March 26, 2020 are deemed outstanding for the
purpose of computing the percentage ownership of the person holding such RSUs but are not deemed outstanding for
computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes following the table,
the persons and entities named in the table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.

VeriSign, Inc. | 2020 Proxy Statement | 18

2020VERISIGN PROXYSecurity Ownership of Certain Beneficial Owners and Management

BENEFICIAL OWNERSHIP TABLE

Name and Address of Beneficial Owner
Greater Than 5% Stockholders

Warren Buffett(2)
Berkshire Hathaway, Inc.
3555 Farnam Street
Omaha, NE 68131 .........................................................................................
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, PA 19355 ........................................................................................
BlackRock, Inc.(4)
55 East 52nd Street
New York, NY 10055 ......................................................................................
Renaissance Technologies, LLC(5)
Renaissance Technologies Holdings Corporation
800 Third Avenue
New York, NY 10022 .......................................................................................

Shares
Beneficially Owned

Number(1)

Percent(1)

12,952,745

11.19%

11,795,678

10.19%

9,149,073

7.90%

8,270,690

7.14%

Directors and Named Executive Officers

D. James Bidzos(6) .........................................................................................

876,573

Yehuda Ari Buchalter .......................................................................................

Kathleen A. Cote .............................................................................................

Thomas F. Frist III ...........................................................................................

Jamie S. Gorelick ............................................................................................

Roger H. Moore ..............................................................................................

Louis A. Simpson(7) ........................................................................................

Timothy Tomlinson(8) ......................................................................................

Todd B. Strubbe(9) ..........................................................................................

George E. Kilguss, III(10) ................................................................................

Thomas C. Indelicarto(11) ...............................................................................

1,176

34,251

9,958

15,055

38,528

215,954

15,243

113,300

181,839

65,882

All current directors and executive officers as a group (11 persons)(12).........

1,567,759

1.35%

*
(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Less than 1% of Verisign’s outstanding common stock.
The percentages are calculated using 115,760,940 outstanding shares of common stock on March 26, 2020 as adjusted pursuant to Rule 13d-3(d)(1)(i).
Pursuant to Rule 13d-3(d)(1) of the Exchange Act, beneficial ownership information for each person also includes shares of common stock that are issuable
upon vesting of RSUs within 60 days of March 26, 2020.

Based on a Schedule 13G/A filed with the SEC on February 14, 2017 by Warren E. Buffett, Berkshire Hathaway, Inc. and other reporting persons with
respect to the beneficial ownership of 12,952,745 shares. Berkshire Hathaway, Inc., is a diversified holding company which Mr. Buffett may be deemed to
control. Mr. Buffett and Berkshire Hathaway share voting and dispositive power over 12,952,745 of these shares, which include shares beneficially owned
by certain subsidiaries of Berkshire Hathaway. National Indemnity Company and GEICO Corporation each share voting and dispositive power over
7,905,481 of these shares.

Based on a Schedule 13G/A filed with the SEC on February 10, 2020 by The Vanguard Group with respect to the beneficial ownership of 11,795,678
shares. The Vanguard Group has sole voting power over 157,253 of these shares, shared voting power over 37,029 of these shares, sole dispositive power
over 11,609,474 of these shares and shared dispositive power over 186,204 of these shares.

Based on a Schedule 13G/A filed with the SEC on February 6, 2020 by BlackRock, Inc. with respect to the beneficial ownership of 9,149,073 shares.
BlackRock, Inc. has sole voting power over 8,144,371 of these shares and sole dispositive power over all 9,149,073 of these shares.

Based on a Schedule 13G/A filed with the SEC on February 13, 2020 by Renaissance Technologies LLC and Renaissance Technologies Holdings
Corporation with respect to the beneficial ownership of 8,270,690. Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation
have sole voting power and sole dispositive power over all 8,270,690 of these shares.

Includes 4,726 RSUs vesting within 60 days of March 26, 2020 held directly by Mr. Bidzos.

Includes 215,954 shares held by the Louis A. Simpson Living Trust, under which Mr. Simpson is the trustee.

Includes 15,243 shares held by the Tomlinson Family Trust, under which Mr. Tomlinson and his spouse are co-trustees.

Includes 2,329 RSUs vesting within 60 days of March 26, 2020 held directly by Mr. Strubbe.

(10)

Includes 1,837 RSUs vesting within 60 days of March 26, 2020 held directly by Mr. Kilguss.

(11)

Includes 1,182 RSUs vesting within 60 days of March 26, 2020 held directly by Mr. Indelicarto.

(12)

Includes the shares described in footnotes (6)-(11).

VeriSign, Inc. | 2020 Proxy Statement | 19

2020VERISIGN PROXYProposal No. 2—Advisory Vote to Approve Executive Compensation

PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act and related SEC rules, we are seeking an advisory stockholder vote to
approve the compensation of our named executive officers for 2019 as disclosed under SEC rules, including the
Compensation Discussion and Analysis section, the compensation tables and related material included in this Proxy
Statement. The stockholder vote approving executive compensation is advisory only, and the result of the vote is not
binding upon the Company or the Board. Although the resolution is non-binding, the Board and the Compensation
Committee will consider the outcome of the advisory vote approving executive compensation when making future
compensation decisions. In 2017, the majority of our stockholders voted in favor of holding a non-binding stockholder
advisory vote to approve executive compensation on an annual basis and, in consideration of the outcome of the
frequency vote, the Board has determined to hold such advisory vote each year. Following the Annual Meeting, the next
non-binding stockholder advisory vote to approve executive compensation will occur at the 2021 Annual Meeting of
Stockholders.

Our executive compensation program and compensation paid to our named executive officers are described elsewhere in
this Proxy Statement. The Compensation Committee oversees the program and compensation awarded, adopting
changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to
promote the main objectives of the program.

This proposal allows our stockholders to express their opinions regarding the decisions of the Compensation Committee
on the prior year’s annual compensation to our named executive officers. You may vote for or against the following
resolution, or you may abstain.

RESOLVED, that the stockholders of VeriSign, Inc. (the “Company”) approve, on a non-binding, advisory basis,
the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the
Company’s 2020 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the
Compensation Discussion and Analysis, the executive compensation tables and related disclosures.

The Board Recommends a Vote FOR the Foregoing Resolution.

VeriSign, Inc. | 2020 Proxy Statement | 20

2020VERISIGN PROXYExecutive Compensation

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive
compensation program for our 2019 named executive officers (our “NEOs”) and provides context for the decisions
underlying the compensation reported in the executive compensation tables in this Proxy Statement. Our NEOs are:

• D. James Bidzos, Executive Chairman and Chief Executive Officer (“CEO”);

• Todd B. Strubbe, President and Chief Operating Officer (“COO”);

• George E. Kilguss, III, Executive Vice President, Chief Financial Officer (“CFO”); and

• Thomas C. Indelicarto, Executive Vice President, General Counsel and Secretary.

Mr. Strubbe was promoted to President and Chief Operating Officer on February 11, 2020. During 2019, Mr. Strubbe
served as our Executive Vice President and Chief Operating Officer.

The sections below describe the material elements of our executive compensation program for 2019, including how we
set compensation and tied pay to performance. We refer to our NEOs, Executive Vice Presidents and Senior Vice
Presidents, collectively as our “executives.”

Compensation Philosophy and Objectives

Our executive compensation program is designed with the following objectives and program elements:

Objective

Program Element

Attract and retain talented executives

Promote a pay for performance philosophy
based on both Company performance and
individual contributions

Align the interests of our executives with our
stockholders

Provide a competitive level of total compensation (base salary,
bonus and long-term incentive).

Provide a compensation program that is weighted in favor of
annual and long-term incentives that are tied to financial and
strategic goals designed to enhance stockholder value. In
addition, provide annual incentive bonuses based on Company
performance that for any individual executive may be modified up
(subject to specified limitations) or down based on individual
performance to more closely align executives’ personal
accomplishments with their compensation.

Tie a significant portion of compensation to the long-term value of
our stock, including performance-based stock awards that are tied
in part to Total Shareholder Return (“TSR”). In addition, require
executives to meet stock ownership guidelines and retain
minimum stock ownership until six months after termination of
employment.

Key features of our current executive compensation program include:

• A majority of our executives’ compensation is based on Company performance and individual performance.

• Our executives do not have employment contracts.

• Our executives’ change in control agreements contain a double trigger and do not provide for tax gross-ups.

• No special pension plans, special retirement plans or other significant perquisites for executives.

• Our executives participate in the same benefit programs as all other employees.

• An incentive compensation recovery policy applicable to our NEOs that covers both cash and performance-based
equity in the event of a materially inaccurate financial statement or an inaccurately measured performance metric
criterion with or without a restatement of our financial statements.

VeriSign, Inc. | 2020 Proxy Statement | 21

2020VERISIGN PROXYExecutive Compensation

• Forfeiture provisions in our equity awards such that unvested awards are generally forfeited upon a termination of
employment (subject to limited exceptions for death, disability, and certain terminations related to a change in
control).

• Robust stock ownership requirements applicable to our executives and directors.

• An insider trading policy that prohibits any employee or director from shorting, hedging or pledging our stock.

Pay and Performance Relationship: Attracting and retaining the executive talent we need to be successful is a key
objective of our executive compensation program. It is equally important that our executives are motivated to and
rewarded for achieving objectives that provide long-term benefits to our stockholders. We have designed our executive
compensation program so that a significant amount of our NEOs’ compensation is tied to the Company’s performance and
stockholders’ long-term interests. The charts below illustrate our emphasis on performance-based compensation.

1Performance-Based Compensation = 2019 Annual Target Bonus + 2019 Long-Term Incentive, valued as of the date of the grant.

Results of 2019 Say on Pay Vote: When the Compensation Committee set compensation amounts for 2020, it considered
the results of the 2019 stockholder advisory vote on our executive compensation program. At our 2019 Annual Meeting of
Stockholders, our stockholders indicated strong support of our executive compensation program, with over 96% of the
votes cast in favor of our executive compensation program as disclosed in the 2019 Proxy Statement. In light of this
strong support and based on our review of our program for market competitiveness and alignment with best practices, we
made no significant changes to our executive compensation program for 2019.

Voted in Favor of our Executive Compensation Program
at our 2019 Annual Meeting of Stockholders

VeriSign, Inc. | 2020 Proxy Statement | 22

2020VERISIGN PROXYExecutive Compensation

Elements of Our Executive Compensation Program

Our executive compensation program is made up of three main elements: base salary, annual incentive bonus and long-
term incentive compensation. The chart below shows our objectives for each element of compensation and the factors we
use to determine compensation amounts. For each element of compensation, the Compensation Committee takes into
account our peer group (as described below) and relevant survey data as well as guidance from the independent
compensation consultant, as applicable, before determining compensation amounts.

Element

Base Salary

Objective

Factors

Provide a guaranteed level of annual income
in order to attract and retain our executive
talent. Increases are not automatic or
guaranteed.

• Job responsibilities and scope
• Experience
• Individual contributions
• Internal pay equity

Annual Incentive
Bonus

Provide a reward for achieving individual
goals and the Company’s financial and
strategic goals.

• Company performance
• Individual performance

Long-Term
Incentive
Compensation

Provide a reward that both serves a retention
purpose and incentivizes executives to
manage the Company from the perspective of
a stockholder.

• Importance of the executive to

Company performance
• Individual contributions
• Future potential of the executive
• Value of executive’s vested and

unvested outstanding equity awards

• Internal pay equity

Our Process for Setting Compensation

Role of the Compensation Committee: The Compensation Committee oversees our compensation and benefit programs,
approves executives’ compensation, and sets the policies that govern compensation of our executives and other
employees. The Compensation Committee annually:

•

Reviews and makes changes as appropriate to the peer group used to benchmark competitive compensation
levels for our executives;

Reviews the report from its compensation consultant as described below in the section titled “Role of External
Compensation Consultant;”

Reviews and approves design elements of executive compensation for market competitiveness and alignment
with Company goals;

Reviews stockholder dilution and burn rate in making equity compensation decisions;

Sets performance goals for our annual and long-term incentive compensation programs;

Examines the compensation data of our peer group and reviews broader survey data for technology companies
that we believe are comparable to our company in industry and financial metrics;

Determines the CEO’s base salary, annual incentive bonus, and equity awards based on its review of the Board’s
assessment of the individual performance of the CEO during the year, peer group data, a tally sheet for the CEO
detailing the CEO’s entire compensation and benefits package and earnings potential from unvested equity
awards, and the compensation consultant’s report;

Reviews the comprehensive risk assessment of the Company’s incentive plans and arrangements;

Reviews the competitiveness of our executives’ base salaries, annual incentive bonus targets, and long-term
incentive compensation targets (element by element and in aggregate) by comparing our program to a peer group
of publicly-traded, technology companies that we view as representative of our competitors for executive talent;
and

Determines each other executive’s base salary, annual incentive bonus, and equity awards based on its review of
the CEO’s assessment of the individual performance of the executive during the year, peer group and survey
data, a tally sheet for the executive detailing the executive’s entire compensation and benefits package and
earnings potential from unvested equity awards, and the compensation consultant’s report.

VeriSign, Inc. | 2020 Proxy Statement | 23

2020VERISIGN PROXYExecutive Compensation

Role of Management: The CEO annually reviews the peer group market data, comparable industry survey data, the tally
sheet data provided by the external compensation consultant, and the performance of each executive and makes
recommendations to the Compensation Committee for base salary adjustments, annual incentive bonuses, and equity
awards.

Role of External Compensation Consultant: The Compensation Committee has engaged FW Cook as its independent
compensation consultant to assist it in evaluating and analyzing the Company’s executive compensation program. FW
Cook provides the following services to the Compensation Committee:

•

Analyzes the executives’, including the CEO’s, annual compensation based on comparisons to the Company’s
peer group and comparable industry survey data, including in both cases target and actual total compensation,
and advises the Compensation Committee on the appropriateness of management’s recommendations for any
changes, other than the CEO’s, to the executives’ compensation;

Reviews the CEO’s compensation and compensation program’s design and makes recommendations to the
Compensation Committee if it believes changes to the CEO’s compensation or the compensation program design
would be appropriate;

Reviews the Company’s peer group annually and provides recommendations for changes as appropriate;

Advises the Compensation Committee on best practices related to oversight and design of the Company’s
executive compensation program;

Reviews compensation design recommendations by the Company’s management and provides recommendations
to the Compensation Committee on the impact of those recommendations;

Reviews the Company’s equity compensation philosophy and incentive design;

Reviews and provides guidance on the impact of regulatory changes on executive and non-employee director
compensation;

Reviews and provides guidance on the risk assessment of the Company’s incentive plans and arrangements;

Reviews and provides guidance on the executive compensation disclosures;

Reviews and provides recommendations for non-employee director compensation; and

Reviews and provides guidance on the Company’s change in control agreements.

In October 2019, the Compensation Committee reviewed FW Cook’s performance, and in December 2019, the
Compensation Committee assessed FW Cook’s independence against the six independence factors set forth in the
applicable Nasdaq rules. The Compensation Committee determined that FW Cook was independent and engaged FW
Cook for 2020. FW Cook performs no other services for the Company, and the Compensation Committee concluded that
its services for the Compensation Committee do not raise any conflicts of interest.

Peer Group: Each year, the Compensation Committee reviews the peer group with the assistance of its independent
compensation consultant and makes changes as appropriate in order to ensure it continues to suitably reflect the
competitive market for executive talent. In making 2019 compensation decisions, the peer group used by the
Compensation Committee consisted of the following companies:

Akamai Technologies

Alliance Data Systems

ANSYS

Autodesk

Cadence Design Systems

Citrix Systems

Equinix

F5 Networks

Factset Research Systems

Fiserv

Global Payments

Intuit

Nuance Communications

Paychex

Red Hat

Roper Technologies

Synopsys

Teradata

Total System Services

Verisk Analytics

VeriSign, Inc. | 2020 Proxy Statement | 24

2020VERISIGN PROXYExecutive Compensation

At the time when the Compensation Committee determined the 2019 peer group in October 2018, Verisign’s revenue,
operating income before depreciation and amortization (“Adjusted Operating Income”), and market capitalization as
compared to its 2019 peer group were as follows: first quartile for revenue, third quartile for Adjusted Operating Income
and third quartile for market capitalization.

In October 2019, as part of its annual review of our peer group, FW Cook provided the Compensation Committee with an
evaluation of our then current peer group and identified potential new peer group companies based on revenue, Adjusted
Operating Income, market capitalization, free cash flow yield, Adjusted Operating Income growth, use of dividends or
buybacks, inclusion in the S&P 500 index and their industry. Based on this review, Broadridge Financial and Fortinet were
added to our peer group. Red Hat was removed from our peer group due to its acquisition by IBM, and Total Systems
Services was removed from our peer group due to its merger with Global Payments. The resulting 20 peer group
companies were used in setting 2020 compensation based on this annual review.

Base Salary: For 2019, the Compensation Committee reviewed competitive benchmark data provided by FW Cook and
recommendations from our CEO regarding each executive’s individual performance other than himself. Based on that
review, the Compensation Committee approved adjustments to our NEOs’ salaries as summarized in the chart below.

Name

2018 Base
Salary

2019 Base
Salary

Rationale for Adjustment

D. James Bidzos

$ 925,000 $ 925,000

Todd B. Strubbe

$ 550,000 $ 565,000 Mr. Strubbe received a salary increase to better align with peer

group market data.

George E. Kilguss, III

$ 500,000 $ 525,000 Mr. Kilguss received a salary increase to better align with peer

group market data.

Thomas C. Indelicarto

$ 450,000 $ 450,000

Annual Incentive Bonus: The NEOs participate in the Verisign Performance Plan (“VPP”), which is a cash-based annual
bonus plan. VPP bonuses are based on the Company’s achievement of pre-established financial goals, as well as
individual performance. The Compensation Committee determines the target annual incentive opportunity for each of our
NEOs based on a comparison to our peer group, relevant survey data, and the compensation consultant’s report. For
2019, the Compensation Committee approved the following VPP bonus targets as a percentage of base salary for our
NEOs:

NEOs
D. James Bidzos .....................................................................................................................
Todd B. Strubbe (1) .................................................................................................................
George E. Kilguss, III (1) .........................................................................................................
Thomas C. Indelicarto (1) ........................................................................................................
(1) VPP bonus target as a percentage of salary was increased in 2019 to better align with peer group market data.

2019 Bonus Target as a %
of Base Salary

125%
90%
80%
80%

The Compensation Committee approves actual annual incentive award payments for our executives taking into account
the Company’s and the individual’s performance. The Company’s performance determines the initial level of funding for
the annual incentive bonus pool. The Compensation Committee then considers, and approves as appropriate, the CEO’s
recommendation for modifying any individual awards above or below the level of funding based on an assessment of
individual performance, subject to the maximum individual bonus payments described below for NEOs under Limitations
on Tax Deductibility of Executive Compensation and Annual Incentive Compensation Plan and the 175% funding limitation
for the VPP.

The Company’s performance goals for the 2019 VPP were approved by the Compensation Committee in December 2018
and were based on two financial measures, weighted equally: (i) revenue and (ii) non-GAAP operating margin. For
purposes of determining the bonus pool under the 2019 VPP, each of revenue and non-GAAP operating margin excluded
revenue from the security services customer contracts sold, which amounted to $10.2 million in 2019. In this context, the
Compensation Committee determined non-GAAP operating margin by taking the Company’s consolidated non-GAAP
operating income (excluding security services revenue) as a percentage of revenue (excluding security services revenue)
and determined the Company’s consolidated non-GAAP operating income by adding back stock-based compensation
expense to the Company’s consolidated operating income as determined under GAAP. The 2019 VPP required

VeriSign, Inc. | 2020 Proxy Statement | 25

2020VERISIGN PROXYExecutive Compensation

achievement of 98% of the established target for either revenue (excluding security services revenue) or non-GAAP
operating margin (excluding security services revenue) before any funding of the bonus pool may occur. The table below
illustrates different achievement levels for funding of the 2019 VPP bonus pool (threshold, target and maximum) for each
of these financial measures. The table also illustrates actual revenue (excluding security services revenue) and non-
GAAP operating margin (excluding security services revenue) achieved for 2019 and the corresponding funding levels
that resulted in a 95% funding for the 2019 VPP bonus pool.

Revenue

(excluding security services revenue)

Non-GAAP Operating Margin
(excluding security services revenue)

Achievement

Threshold
Target
Maximum
Actual

Metric
(in millions)

$1,202.0
$1,226.5
$1,294.0
$1,221.5

Funding

12.5%
50.0%
87.5%
37.5%

Metric

66.6%
68.0%
71.7%
69.3%

Funding

Total Funding

12.5%
50.0%
87.5%
57.5%

25.0%
100.0%
175.0%
95.0%

In order to establish actual award amounts under the VPP, the Compensation Committee also reviewed Mr. Bidzos’
assessment of individual performance of the other NEOs and his recommendations on bonus amounts for other NEOs.
The Compensation Committee also considered the Board’s assessment of Mr. Bidzos’ individual performance. The chart
below indicates the Compensation Committee’s approved annual incentive bonus award for each NEO under the 2019
VPP.

2019 Actual Bonus Payment

Name

D. James Bidzos(1)

Todd B. Strubbe(1)

George E. Kilguss, III(2)

Thomas C. Indelicarto(2)

2019
Base
Salary

$925,000

$565,000

$525,000

$450,000

Bonus
Target
as a % of
Base
Salary

125%

90%

80%

Funding
Multiplier
as a % of
Target

95%

Actual
Payout
as a
% of
Target

95%

96%

Actual
Payout
Amount

Actual Payout
as a % of
Base Salary

$1,098,438

119%

$483,075

$405,000

100%

$360,000

86%

77%

80%

(1)
(2)

Messrs. Bidzos and Strubbe received a bonus payment at the funding multiplier level with no further adjustment.

Messrs. Kilguss and Indelicarto received bonus payments at 96% and 100% of their bonus targets respectively. The adjustments over the funding multiplier level were
made due to notable contributions and performance.

Long-Term Incentive Compensation: Equity-based grants are a key element of our total compensation program and are
issued in accordance with our Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan (the “2006 Plan”).
Consistent with our compensation philosophy, we believe it is important that these awards have a performance
component and that they are based in part on TSR. Individuals’ target award amounts are based on several factors
including competitiveness as determined by data provided by FW Cook, job responsibilities, individual contributions, and
future potential of the executive.

In 2019, the Compensation Committee granted (i) a long-term equity award to Mr. Bidzos consisting of 60% performance-
based RSUs (“PSUs”) and 40% time-based RSUs and (ii) long-term equity awards to our other NEOs consisting of 50%
PSUs and 50% time-based RSUs. The time-based RSUs provide strong retention value for our executive talent as they
vest ratably over four years, subject to continued employment. They are also linked to increases in stockholder value
creation as their value goes up or down with Verisign’s stock price. The performance metrics associated with the 2019
PSUs consist of two financial measures, each measured over a three-year performance period from January 1, 2019
through December 31, 2021: (i) compound annual growth rate (“CAGR”) of the Company’s operating income per share
and (ii) TSR of Verisign stock compared to the TSR of the S&P 500 Index. The number of PSUs earned may range from
0% to 200% of the target award based on CAGR of operating income per share for the performance period, but no more
than 100% of target may be earned unless the TSR of Verisign stock equals or outperforms the TSR of the S&P 500 Index
for the performance period. We believe that these performance metrics coincide with the interests of our stockholders,
create a long-term performance focus and complement the performance metrics underlying the Company’s short term
annual cash incentive plan. The potential vesting of the 2019 PSUs at the end of the three-year performance period also
provides a strong retention incentive.

These equity awards were granted to our NEOs on February 11, 2019 at a regularly scheduled Compensation Committee
meeting. The Compensation Committee approved the total value of each equity award based on the factors discussed
above. The target number of PSUs granted to each of our NEOs was determined by dividing the value of the PSUs
portion of the NEO’s equity award by the closing stock price on the date of grant. The number of time-based RSUs

VeriSign, Inc. | 2020 Proxy Statement | 26

2020VERISIGN PROXYExecutive Compensation

granted to each of our NEOs was determined by dividing the value of the time-based RSUs portion of the NEO’s equity
award by the closing stock price on the date of grant.

The chart below shows the equity awards granted to each NEO in February 2019:

2019 Annual Equity Grants

Name

Total Market Value
of Equity Grant (1)

Grant Date
Fair Value per
share

Time-based
RSUs granted (2)

Target PSUs
granted (3)

D. James Bidzos...........
Todd B. Strubbe............
George E. Kilguss, III....
Thomas C. Indelicarto ..

$
$
$
$

6,999,915
2,759,858
2,299,768
1,399,710

$
$
$
$

170.53
170.53
170.53
170.53

16,419
8,092
6,743
4,104

24,629
8,092
6,743
4,104

(1)

(2)

(3)

The total market value of the equity award is the combined value of PSUs and time-based RSUs based on grant date fair value per share.

25% vested on February 14, 2020, and the remainder vests ratably, 6.25% each quarter for three years thereafter.

The number of target PSUs granted represents shares that would be earned based on achievement at 100% of target. The performance period is January 1, 2019
through December 31, 2021. Vesting occurs after the performance achievement has been certified by the Compensation Committee and the Company has received an
unqualified signed opinion on the Company’s financial statements for the year ending December 31, 2021 from its independent registered public accounting firm.

Vesting of PSUs Granted in 2017

In February 2017, the Compensation Committee granted PSUs with a performance period of January 1, 2017 through
December 31, 2019 to our NEOs. The number of PSUs that could be earned ranged from 0% to 200% of the target award
based on CAGR of operating income per share for the performance period, but no more than 100% of target could be
earned unless the TSR on Verisign stock equaled or outperformed the TSR of the S&P 500 Index for the performance
period. The threshold for the CAGR of operating income per share was 3.3% to earn awards of 10% of the PSUs
granted. In order to receive an award of 100%, attainment of 7.3% CAGR of operating income per share was necessary.
Attainment of at least 11.3% CAGR of operating income per share was necessary to earn awards of 200% of the PSUs
granted. In February 2020, the Compensation Committee reviewed the extent of achievement against these performance
goals for these PSUs. The CAGR of Operating Income per share for the performance period was 8.4% compared to the
target of 7.3%. Verisign’s 142.5% TSR for the performance period was greater than the S&P 500 Index’s 50.1% TSR. This
resulted in awards of 128% of target. The chart below shows the number of PSUs that were earned and vested in shares
in February 2020 based on achievement of the performance goals for the performance period.

Name

Total PSUs
Granted in
2017

Goal
Achievement

Actual PSUs
Earned and Vested
in February 2020

D. James Bidzos .........................

Todd B. Strubbe ..........................

George E. Kilguss, III ..................

Thomas C. Indelicarto .................

50,798

16,690

12,699

8,466

128%

65,021

21,363

16,254

10,836

VeriSign, Inc. | 2020 Proxy Statement | 27

2020VERISIGN PROXYExecutive Compensation

Vesting of Special PSUs Granted in 2016

In October 2015, the Compensation Committee approved special PSUs with a January 4, 2016 grant date and a
performance period of January 1, 2016 through December 31, 2019 to our NEOs other than Mr. Strubbe, who had then
recently joined our company in April 2015. These one-time stock awards were designed to serve as a retention tool and in
recognition of each executive’s performance. The number of PSUs that could be earned ranged from 0% to 200% of the
target award based on the extent to which Verisign’s annualized TSR outperformed the S&P 500 Index’s annualized TSR
for the performance period. The minimum threshold for achievement was Verisign’s annualized TSR equaling or
exceeding the S&P 500 Index’s TSR plus 1%, resulting in awards of 50% of the PSUs granted. In order to receive awards
at 100% payout, Verisign’s annualized TSR had to equal or exceed the S&P 500 Index’s TSR plus 2%. The maximum for
achievement was Verisign’s annualized TSR equaling or exceeding the S&P 500 Index’s TSR plus 4%, resulting in awards
of 200% of the PSUs granted. In February 2020, the Compensation Committee reviewed the extent of achievement
against this performance goal for these PSUs. Verisign’s annualized TSR of 20.8% for the performance period exceeded
the S&P 500 Index’s annualized TSR plus 4%. This resulted in awards of 200% of target. The chart below shows the
number of PSUs that were earned and vested in February 2020 based on achievement of the performance goal for the
performance period.

Name

Total PSUs
Granted in
2016

Goal
Achievement

Actual PSUs
Earned and Vested
in February 2020

D. James Bidzos .........................

29,779

George E. Kilguss, III ..................

Thomas C. Indelicarto .................

5,955

200%

59,558

11,910

Other Features of our Executive Compensation Program

Stock Retention Policy: Our stock retention policy applies to our employees at the Senior Vice President level and above,
officers who are subject to the provisions of Section 16 of the Exchange Act (“Section 16 Officers”), and board members.

Ownership levels are set as a multiple of base salary or annual retainer and are as follows:

• Directors: 10x Annual Retainer

• CEO: 6x Base Salary

• Section 16 Officers, Executive Vice Presidents and Senior Vice Presidents, other than the CEO: 2x Base Salary

The stock retention policy requires participants to retain 50% of their shares received from equity awards (net of taxes)
until they reach the required minimum ownership level, and that the required minimum number of shares must be held
until six months after the participant ceases employment or board service with the Company. We believe requiring
executives and board members to continue to retain stock after their service with the Company ceases aligns our
executives’ interests with the long-term interests of our stockholders.

Insider Trading Policy: Our Insider Trading Policy prohibits employees (including our executives) and directors from buying
or selling derivative securities related to our common stock, such as puts or calls. We believe derivative securities
diminish the alignment of incentives between our employees and stockholders. Additionally, under our policy, our
executives and directors may only purchase and sell our common stock during approved trading windows and after our
Compliance Officer has pre-approved the transaction.

No Shorting, Hedging or Pledging Allowed: Our Insider Trading Policy prohibits employees (including our executives) and
directors from (i) trading in any interest or position relating to the future price of our securities, such as a put, call or short
sale, other than a cashless exercise of an option through a broker, (ii) engaging in hedging or monetization transactions
using our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps,
collars and exchange funds, or (iii) holding our securities in a margin account or otherwise pledging our securities as
collateral.

Recovery of Incentive Compensation: The Compensation Committee has adopted an executive incentive compensation
recovery policy that applies to annual and long-term incentive awards. The policy applies when there is an inaccurate
financial statement, including statements of earnings, revenues, or gains or any other materially inaccurate calculation of
a performance metric criterion, regardless of whether such inaccuracy was the subject of financial statement restatement.
If, as a result of such inaccurate financial statement or calculation, certain executives received materially more incentive
compensation than they would have had the correct financial statement or calculation been prepared at the time of the
compensation award, the Compensation Committee shall (subject to the exception noted below) seek recovery of this

VeriSign, Inc. | 2020 Proxy Statement | 28

2020VERISIGN PROXYExecutive Compensation

overpayment. The recovery could occur either by limiting future awards or directly seeking repayment. The Compensation
Committee may only determine not to seek recovery of such an overpayment if the direct costs of recovery are expected
to exceed the amount of recovery. In the case of fraudulent, intentional, willful or grossly negligent misconduct by the
recipient of an award, the Compensation Committee can attempt to recoup previous incentive awards paid regardless of
when the awards were paid to the executive. If the inaccuracy is not the result of these circumstances, the Compensation
Committee can only recover incentive awards that were incorrectly paid based on the inaccuracy if they were paid in the
three years prior to the determination that the financial statement was inaccurate.

Equity Award Practices: The Compensation Committee approves all equity awards to our executives, the aggregate
annual equity pool, employee grant guidelines, and all equity awards to eligible employees during the annual grant
process, which generally takes place in February.

Benefits: We generally do not provide our executives with any benefits other than those provided to all of our other U.S.-
based employees. All of our U.S.-based employees are eligible for medical, dental and vision insurance, life insurance,
short and long-term disability, paid time off, an employee stock purchase plan, and a qualified 401(k) salary deferral plan.
Although we do not generally provide perquisites to our executives, the Compensation Committee has approved the
Company’s payment of filing fees incurred in connection with filings made by Mr. Bidzos under the Hart-Scott-Rodino Act
that are required as a result of the appreciation in the Company’s stock price and the acquisition of shares under the
Company’s equity compensation plans. The Compensation Committee considered this payment to be appropriate as it
encourages Mr. Bidzos to continue to retain and acquire shares in the Company to further align is interests with the long-
term interests of our stockholders.

Severance or Employment Agreements: We generally do not enter into severance or employment agreements with our
executives (except as described below), nor do we provide severance or other benefits following voluntary termination.
However, the Compensation Committee may determine in special circumstances that providing such severance payments
or benefits or entering into employment agreements is warranted in order to attract a potential executive or for other
business considerations.

Change in Control and Retention Agreements: We have entered into change in control and retention agreements with our
executives. These agreements provide for change in control severance benefits and payments in the event the
executive’s employment is terminated in connection with a change in control of the Company. These agreements are
“double trigger” agreements which means the executives will only be eligible for payments under the agreements if both a
change in control of the Company occurs and the executive’s employment is terminated without cause (or by the
executive for good reason) within 24 months of the change in control.

The Compensation Committee believes these agreements are necessary to attract and retain executive talent and to
remove any potential conflicts of interests of our executives when making decisions related to potentially beneficial
corporate transactions. Each year, the Compensation Committee reviews the provisions of these agreements with FW
Cook and makes adjustments as necessary to ensure alignment of executives’ interests with stockholders’ interests. FW
Cook advised the Compensation Committee that the agreements were consistent with best practices, which include
double trigger benefits, severance multiples less than or equal to 2x base salary and target bonus, and have no tax-gross
up provision. Based on FW Cook’s analysis and the Compensation Committee’s review, no changes were made to the
benefits provided under the agreements in 2019. The CEO’s change in control agreement provides for a severance
payment of 2x his base salary and a bonus payment of 2x target bonus plus the cash equivalent of two years of
continuation of health benefits if he participates in the Company’s health plans at the date of his termination. The other
terms of his change in control agreement are the same as other executives. Additional details about these agreements,
including potential payments, may be found in the “Potential Payments Upon Termination or Change in Control” section
and the “Termination and Change in Control Benefit Estimates as of December 31, 2019” table elsewhere in this Proxy
Statement.

Risk Assessment: In 2019, we performed a comprehensive assessment of our compensation policies and program design
to determine whether risks arising under them would be likely to have a material adverse effect on the Company. The
Compensation Committee, based on input from FW Cook and management, considered each element of our
compensation programs and policies in our risk assessment and determined that none of our compensation policies and
programs creates a risk that is reasonably likely to have a material adverse effect on the Company.

Limitations on Tax Deductibility of Executive Compensation and the Annual Incentive Compensation Plan: Section 162(m)
of the Internal Revenue Code generally imposes a $1 million limit on the amount of compensation a publicly held
company can deduct in any tax year on compensation paid to each NEO. Prior to the passage of the Tax Cuts and Jobs
Act in 2017, there was an exception to this deductibility limitation if the compensation qualified as “performance-based”
compensation under Section 162(m). In order to try to ensure that annual incentive bonuses paid to NEOs were
considered performance-based compensation under Section 162(m), annual incentive bonuses paid to NEOs were

VeriSign, Inc. | 2020 Proxy Statement | 29

2020VERISIGN PROXYExecutive Compensation

subject to a maximum bonus amount and a performance goal under the stockholder-approved Annual Incentive
Compensation Plan (the “AICP”). With the enactment of the Tax Cuts and Jobs Act, the performance-based compensation
exception to the deductibility limitation is generally no longer available. Nevertheless, for 2019, annual incentive bonuses
paid to NEOs remained subject to a maximum bonus amount and a performance goal under the AICP. Under the AICP, for
2019, assuming the performance goal was met, each NEO could be awarded a maximum bonus of 300% of the NEO’s
target bonus (but no more than $5 million), subject to the Compensation Committee’s discretion to award bonuses in
lesser amounts. The 2019 performance goal under the AICP was the Company’s achievement of non-GAAP operating
income in excess of $50 million. For 2019, this performance goal was achieved and the Compensation Committee
exercised its discretion to award bonuses below the maximum amount permitted under the AICP as described above
under Annual Incentive Bonus. The Compensation Committee retains the flexibility to award compensation that it
determines to be consistent with the goals of our executive compensation program even if such compensation is not tax
deductible.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis included in this Proxy Statement.
Based on the review, the Compensation Committee recommended to the Board that the Compensation Discussion and
Analysis be included in this Proxy Statement.

This report is submitted by the Compensation Committee

Louis A. Simpson (Chairperson)
Thomas F. Frist III
Jamie S. Gorelick
Timothy Tomlinson

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2019 were Louis A. Simpson, Thomas F. Frist III, Jamie S. Gorelick
and Timothy Tomlinson. All of the members of the Compensation Committee during 2019 were independent directors, and
none of the members of the Compensation Committee during 2019 were employees or officers or former officers of
Verisign during the prior three years, as required for director independence under the applicable Nasdaq rules. No
executive officer of Verisign has served on the Compensation Committee (or other board committee performing equivalent
functions, if any) or the board of directors of another entity, one of whose executive officers served as a member of the
Compensation Committee of Verisign during 2019; and no executive officer of Verisign has served on the Compensation
Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire
board of directors) of another entity, one of whose executive officers served as a member of our Board during 2019.

VeriSign, Inc. | 2020 Proxy Statement | 30

2020VERISIGN PROXYExecutive Compensation

Summary Compensation Table

The following table sets forth certain summary information concerning the compensation of our NEOs for 2019, 2018 and
2017.

SUMMARY COMPENSATION TABLE

Named Executive Officer
and Principal Position
D. James Bidzos

...............................

Executive Chairman and Chief
Executive Officer

Todd B. Strubbe ......................................
President and Chief Operating Officer

George E. Kilguss, III ...................................

Executive Vice President, Chief
Financial Officer

Thomas C. Indelicarto .............................
Executive Vice President, General
Counsel and Secretary

Year

Salary
($)(1)

2019

2018

2017

2019

2018

2017

2019

2018

2017

2019

2018

2017

925,000

913,461

842,308

562,692

550,000

521,154

496,154

475,000

450,000

446,154

425,000

Stock
Awards
($)(2)
6,999,915

6,999,855

6,999,937

2,759,858

2,759,828

2,759,858

2,299,768

2,199,900

2,099,907

1,399,710

1,399,816

1,399,938

Non-Equity
Incentive Plan
Compensation
($)(3)
1,098,438

1,248,750

1,105,000

483,075

475,200

457,600

405,000

400,000

360,000

400,000

350,000

All Other
Compensation
($)(4)

720

45,720

7,068

10,220

9,970

8,820

10,220

9,964

8,784

648

642

7,068

Total ($)
9,024,073

9,207,786

8,954,313

3,815,845

3,794,998

3,776,278

3,236,142

3,111,018

2,983,691

2,210,358

2,246,612

2,182,006

(1)
(2)

(3)
(4)

Includes, where applicable, amounts electively contributed by each NEO under our 401(k) Plan.

Amounts shown represent the aggregate grant date fair value, which is based on the closing share price on the date of the grant. Amounts for PSUs, which are subject
to performance and market conditions, are based upon the probable outcome of the performance conditions as of the grant date of the award. Amounts shown for
2019 include the following for PSUs: Mr. Bidzos, $4,199,983; Mr. Strubbe, $1,379,929; Mr. Kilguss, $1,149,884; and Mr. Indelicarto, $699,855. Grant date fair value for
PSUs granted in 2019, at the maximum achievement level (i.e., 200% payout) would be 165% of the amounts for each executive, calculated using a Monte Carlo
simulation model.

Amounts shown are for non-equity incentive plan compensation earned during the year indicated but paid in the following year.

Amounts in “All Other Compensation” for 2019 includes, where applicable, matching contributions made by the Company to the VeriSign, Inc. 401(k) Plan, wellness
incentive payment, life insurance payments, and accidental death and dismemberment insurance payments.

VeriSign, Inc. | 2020 Proxy Statement | 31

2020VERISIGN PROXYExecutive Compensation

Grants of Plan-Based Awards in 2019

The following table shows all plan-based awards granted to our NEOs for 2019 under annual and long-term plans.

GRANTS OF PLAN-BASED AWARDS IN 2019(1)

Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards

Named Executive
Officer

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)(2)

Target
(#)(2)

Maximum
(#)(2)

D. James Bidzos................

N/A

289,063

1,156,250

3,468,750

All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(#) (3)

Grant
Date Fair
Value
of Stock
and
Option
Awards
($)

2/11/2019

2,463

24,629

49,258

4,199,983

16,419

2,799,932

Todd B. Strubbe.................

N/A

127,125

508,500

1,525,500

2/11/2019

809

8,092

16,184

1,379,929

8,092

1,379,929

George E. Kilguss, III.........

N/A

105,000

420,000

1,260,000

2/11/2019

674

6,743

13,486

1,149,884

Thomas C. Indelicarto .......

N/A

90,000

360,000

1,080,000

2/11/2019

410

4,104

8,208

6,743

1,149,884

4,104

699,855

(1)

(2)

(3)

Each of our NEOs received an annual cash bonus under the AICP and VPP and received long-term incentive compensation under the 2006 Plan as described in
“Compensation Discussion and Analysis” elsewhere in this Proxy Statement.
Each of our NEOs was awarded PSUs on February 11, 2019, to be earned based on Company performance and subject to a relative TSR achievement threshold in
2021 and determination to be made after the end of 2021.
The RSU awards vested 25% of the total award on February 15, 2020 and the remainder vests 6.25% of the total award each quarter thereafter, until fully vested.

VeriSign, Inc. | 2020 Proxy Statement | 32

2020VERISIGN PROXYExecutive Compensation

Outstanding Equity Awards at 2019 Year-End

The following table shows all outstanding equity awards held by our NEOs at the end of 2019 granted under the 2006
Plan.

OUTSTANDING EQUITY AWARDS AT 2019 YEAR-END

Stock Awards

Named
Executive
Officer

D. James Bidzos ...........................

Todd B. Strubbe ............................

Grant
Date

01/04/2016
02/17/2016
02/14/2017
02/14/2017
02/13/2018
02/13/2018
02/11/2019
02/11/2019

02/17/2016
02/14/2017
02/14/2017
02/13/2018
02/13/2018
02/11/2019
02/11/2019

George E. Kilguss, III ....................

01/04/2016

02/17/2016
02/14/2017
02/14/2017
02/13/2018
02/13/2018
02/11/2019
02/11/2019

Thomas C. Indelicarto ..................

01/04/2016

02/17/2016
02/14/2017
02/14/2017
02/13/2018
02/13/2018
02/11/2019
02/11/2019

Number of Shares or
Units of Stock That
Have Not Vested
(#) (1)

Market Value of
Shares or Units of
Stock That Have Not
Vested
($)(2)

Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not
Vested
(#)

Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#)(2)

59,558 (3)

11,475,635

1,995
10,580

14,243

16,419

1,059
5,215

7,020

8,092

805
3,966

5,594

6,743

537
2,645

3,559

4,104

384,397
2,038,554

2,744,341

3,163,613

204,048
1,004,826

1,352,614

1,559,167

155,107
764,169

1,077,852

1,299,241

103,469
509,639

685,748

790,759

65,021 (4)

12,528,246

75,968 (5)

14,637,514

24,629 (6)

4,745,516

21,363 (4)

4,116,223

24,960 (5)

4,809,293

8,092 (6)

1,559,167

11,910 (3)

2,294,819

16,254 (4)

3,131,821

19,896 (5)

3,833,561

6,743 (6)

1,299,241

11,910 (3)

2,294,819

10,836 (4)

2,087,880

12,660 (5)

2,439,329

4,104 (6)

790,759

(1)

(2)

(3)

(4)

(5)

(6)

The RSU award vests 25% of the total award on approximately the first anniversary of the date of grant and then vests 6.25% of the total award each
quarter thereafter until fully vested.
The market value is calculated by multiplying the number of shares by the closing price of our common stock on December 31, 2019, which was $192.68
per share.
Awards of PSUs were granted on January 4, 2016, to be earned based on achievement of specified levels of TSR of Verisign stock compared to the TSR of
the S&P 500 Index over a four-year performance period. Performance criteria were achieved at the maximum 200% of target and as such, these PSUs
vested on the date the Company received an unqualified signed opinion on the Company’s financial statements from its independent registered public
accounting firm, February 14, 2020.
Awards of PSUs were granted on February 14, 2017, to be earned based on Company performance in 2017, 2018 and 2019. Performance criteria were
achieved at 128% of target and as such, these PSUs vested on the date the Company received an unqualified signed opinion on the Company’s financial
statements from its independent registered public accounting firm on February 14, 2020.
Awards of PSUs were granted on February 13, 2018, to be earned based on Company performance in 2018, 2019 and 2020 and determination to be made
after the end of 2020. The number of shares shown reflects achievement of the maximum performance level based on Company performance and relative
TSR of Verisign stock compared to the TSR of the S&P 500 for 2018 and 2019.
Awards of PSUs were granted on February 11, 2019, to be earned based on Company performance in 2019, 2020 and 2021 and determination to be made
after the end of 2021. The number of shares shown reflects achievement of the target performance level based on Company performance and relative TSR
of Verisign stock compared to the TSR of the S&P 500 for 2019.

VeriSign, Inc. | 2020 Proxy Statement | 33

2020VERISIGN PROXYExecutive Compensation

Stock Vested in 2019

The following table shows all stock awards vested and the value realized upon vesting by our NEOs during 2019. No
stock options were exercised by any of our NEOs during 2019.

STOCK VESTED IN 2019

Name
D. James Bidzos .....................................................................................................................
Todd B. Strubbe ......................................................................................................................
George E. Kilguss, III ..............................................................................................................
Thomas C. Indelicarto .............................................................................................................

Stock Awards

Number of
Shares
Acquired on
Vesting (#)

124,711
49,211
39,452
26,239

Value
Realized on
Vesting ($)
(1)
22,287,714
8,860,012
7,061,714
4,703,625

(1)

The value realized upon vesting is calculated by multiplying the number of shares that vested by the closing price of our common stock on the vesting date.

Potential Payments Upon Termination or Change in Control

Except as described below, we have no formal severance program for our NEOs, each of whom may be terminated at any
time at the discretion of the Board.

Treatment of Equity Upon Death or Disability or Termination for any Other Reason

In the event of termination due to death or disability, outstanding equity awards will be treated as follows:

• Time-based RSUs – unvested RSUs shall accelerate in full according to the terms in the applicable award

agreements; and

• PSUs – If such termination occurs during the applicable performance period and before the conclusion of such
performance period, then such PSUs will accelerate based on the target achievement level; if such termination
occurs after the conclusion of the applicable performance period and before the award for such performance
period has been paid, then the PSUs will fully accelerate based upon the actual achievement level.

In the event of a termination for any other reason, all unvested equity awards are forfeited for no consideration.

Change in Control Agreements

Each of our executives is party to a change in control and retention agreement (the “CIC Agreements”). Under the CIC
Agreements, each of the executives is entitled to receive severance benefits if, within the twenty-four months following a
“change in control” (or under certain circumstances, during the six-month period preceding a change in control), the
executive’s employment is terminated by the Company or its successor without “cause” or by the executive for “good
reason” (referred to as a “qualified termination”). The terms and conditions of the CIC Agreements are described below.

Under the CIC Agreements, “change in control” means:

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee

or other fiduciary holding securities of the Company under an employee benefit plan of the Company or its
subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly (excluding, for purposes of this Section, securities acquired directly from the Company), of
securities of the Company representing at least thirty-five percent (35%) of (A) the then-outstanding shares of
common stock of the Company or (B) the combined voting power of the Company’s then-outstanding securities;

(b) the consummation of a merger or consolidation, or series of related transactions, which results in the voting
securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty
(50%) percent of the combined voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;

than a majority of the directors are incumbent directors;

VeriSign, Inc. | 2020 Proxy Statement | 34

2020VERISIGN PROXYExecutive Compensation

(d) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any

transaction, or series of related transactions, having similar effect); or

(e) stockholder approval of the dissolution or liquidation of the Company.

Under the CIC Agreements, “cause” means:

(a) an executive’s willful and continued failure to substantially perform the executive’s duties after written notice

providing the executive with ninety (90) days from the date of the executive’s receipt of such notice in which to cure;

(b) conviction of (or plea of guilty or no contest to) the executive for a felony involving moral turpitude;

(d) an executive’s willful violation of the Company’s policies resulting in material harm to the Company.

Under the CIC Agreements, “good reason” means:

(a) a change in the executive’s authority, duties or responsibilities that is inconsistent in any material and
adverse respect from the executive’s authority, duties and responsibilities immediately preceding the change in
control;

(b) a reduction in the executive’s base salary compared to the executive’s base salary immediately preceding

the change in control, except for an across-the-board reduction of not more than ten percent (10%) of base salary
applicable to all senior executives of the Company;

opportunity immediately preceding the change in control, except for an across-the-board reduction applicable to all
senior executives of the Company;

(d) a failure to provide the executive with long-term incentive opportunities that in the aggregate are at least

comparable to the long-term incentives provided to other senior executives at the Company;

(e) a reduction of at least 5% in aggregate benefits that the executive is entitled to receive under all employee

benefit plans of the Company following a change in control compared to the aggregate benefits the executive was
eligible to receive under all employee benefit plans maintained by the Company immediately preceding the change
in control;

(f) a requirement that the executive be based at any office location more than 40 miles from the executive’s

primary office location immediately preceding the change in control, if such relocation increases the executive’s
commute by more than ten (10) miles from the executive’s principal residence immediately preceding the change in
control; or

(g) the failure of the Company to obtain the assumption of the agreement from any successor as provided in

the agreement.

Under the CIC Agreements, “incumbent director” means: directors who either (i) are directors as of the date of the CIC
Agreement, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the
incumbent directors at the time of such election or nomination (but shall not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the
Company).

If a change in control occurs and the executive officer experiences a qualifying termination and timely delivers a general
release agreement, the CIC Agreements provide that Verisign will make the following payments and provide the following
benefits to the executive officer (subject to a six month delay if and to the extent required by the deferred compensation
rules set forth in and promulgated under Section 409A of the Internal Revenue Code):

•

a lump sum equal to the pro rata target bonus for the year in which the executive officer was terminated;

a lump sum equal to a specified multiple of the sum of (i) the executive officer’s annual base salary plus (ii) the
average of the executive officer’s target annual bonus amount for the last three full fiscal years prior to a change
in control, or, if the executive officer was employed by the Company for fewer than three full fiscal years preceding
the fiscal year in which the change in control occurs, the average target bonus for the number of full fiscal years
the executive officer was employed by the Company before the change in control or the target bonus for the fiscal
year in which the change in control occurs if the executive officer was not eligible to receive a bonus from the
Company during any of the prior three fiscal years; the applicable multiples are 200% of the annual base salary
and bonus for the CEO and 100% of the annual base salary and bonus for other executive officer participants;

VeriSign, Inc. | 2020 Proxy Statement | 35

2020VERISIGN PROXYExecutive Compensation

•

if the executive elects to continue medical coverage under COBRA, reimbursement of the total cost of the
executive’s premiums that would be required to provide health insurance coverage, for 24 months for the CEO
and for 12 months for all other executives;

immediate acceleration of vesting of all of the executive officer’s unvested stock options and RSUs; however, if
the consideration to be received by stockholders of the Company in connection with the change in control
consists of substantially all cash or if the stock options and RSUs held by the executive officer are not assumed in
the change in control, then all of the executive officer’s then-unvested and outstanding stock options and RSUs
shall vest immediately prior to the change in control regardless of whether or not there is a termination of
employment in connection therewith; and

•

if PSUs are accelerated, and the performance period has not been completed, the amount payable is computed
as if the performance has been satisfied at the target level.

In addition, the CIC Agreements include the following terms and conditions:

•

to the extent any change in control payments or benefits are characterized as excess parachute payments within
the meaning of Section 4999 of the Internal Revenue Code, and such characterization would subject the
executive officer to a federal excise tax due to that characterization, the executive officer’s termination benefits will
be reduced to an amount so that none of the amounts payable constitute excess parachute payments if this would
result in the executive officer’s receipt, on an after-tax basis, of the greatest amount of termination and other
benefits, after taking into account applicable federal, state and local taxes, including the excise tax under
Section 4999 of the Internal Revenue Code;

an initial term ending on August 24, 2012 and automatic renewal for one-year periods thereafter unless the Board
terminates the CIC Agreement at least 90 days before the end of the then-current term, provided that such
termination shall not be effective until the last day of the then-current term; and

the executive officer is prohibited from soliciting employees of Verisign or competing against Verisign for a period
of twelve months following termination.

The following table shows the equity awards that would have vested for our NEOs as of December 31, 2019, as well as
the additional cash compensation payable to our NEOs, if any, under the change in control and termination scenarios
described above. The value of the accelerated equity is based on the closing price of our common stock on December 31,
2019, which was $192.68 per share.

Termination and Change in Control Benefit Estimates as of December 31, 2019

Named Executive Officer
D. James Bidzos ............................
Todd B. Strubbe .............................
George E. Kilguss, III .....................
Thomas C. Indelicarto....................

Value of Cash and Continued
Health Benefits ($)(1)

Value of Accelerated
Stock Awards ($)

Change in Control
plus Qualifying
Termination

Death, Disability or Change in
Control
plus Qualifying
Termination(2) (3)

5,267,159
1,546,218
1,343,558
1,163,486

35,920,754
11,300,297
10,106,644
6,878,676

(1)

(2)

(3)

To the extent any payments made or benefits provided upon termination of an executive officer’s employment constitute deferred compensation subject to
Section 409A of the Internal Revenue Code, payment of such amounts or provision of such benefits will be delayed for six months after the executive officer’s
separation from service if and to the extent required under Section 409A.

If the equity awards held by the executive are not assumed upon a change in control or the consideration to be received by stockholders consists of substantially all
cash, then all such equity awards shall have their vesting and exercisability accelerated in full immediately prior to the change in control regardless of whether there is
a qualifying termination.

All unvested PSUs included in the amounts accelerated are shown at the target achievement levels as achievement of the performance criteria had not been certified
by the Compensation Committee as of December 31, 2019.

VeriSign, Inc. | 2020 Proxy Statement | 36

2020VERISIGN PROXYEquity Compensation Plan Information

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information about our common stock that may be issued upon the exercise of options,
warrants and rights under all of our existing equity compensation plans as of December 31, 2019.

Equity Compensation Plan Information

(A)

(B)

(C)

Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights(1)

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (A))

876,534

—

876,534

0.00

—

0.00

11,218,189 (3)

—

11,218,189

Plan Category

Equity compensation plans approved by

stockholders (2) ...................................................

Equity compensation plans not approved by

stockholders ........................................................

Total ..........................................................................

(1)

(2)

(3)

Only includes shares subject to RSUs outstanding as of December 31,2019 that were issued under the 2006 Plan. Excludes purchase rights accruing
under the 2007 Employee Stock Purchase Plan (the “2007 Purchase Plan”), which has a remaining stockholder-approved reserve of 3,139,655 shares
as of December 31, 2019. There are no outstanding options or warrants.

Includes the 2006 Plan and the 2007 Purchase Plan.

Consists of shares available for future issuance under the 2006 Plan and the 2007 Purchase Plan. As of December 31, 2018, an aggregate of
8,078,534 shares and 3,139,655 shares of common stock were available for issuance under the 2006 Plan and the 2007 Purchase Plan, respectively,
including 54,219 shares purchased under the 2007 Purchase Plan in January 2019. In addition to options and RSUs, shares can be granted under the
2006 Plan pursuant to stock appreciation rights, restricted stock awards, stock bonuses and performance shares.

VeriSign, Inc. | 2020 Proxy Statement | 37

2020VERISIGN PROXYCEO Pay Ratio

CEO PAY RATIO

As required by Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO, Mr.
Bidzos, to the annual total compensation of our median employee. For 2019, the annual total compensation of the median
employee was $180,475, and the annual total compensation of our CEO, as reported in the Summary Compensation
Table in “Executive Compensation” elsewhere in this Proxy Statement, was $9,024,073.

Based on this information for 2019, the ratio of our CEO’s annual total compensation to the annual total compensation of
our median employee was 50:1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with
applicable rules of the SEC using the data and assumptions summarized below. The SEC’s rules for identifying the
median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow
companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and
assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by
other companies may not be comparable to the pay ratio reported above, as other companies have different employee
populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in
calculating their own pay ratios.

The 2019 median employee was determined based on the total 2019 target direct compensation for all our employees
(other than our CEO), who were employed as of December 31, 2019, consistent with the approach taken in the 2018 CEO
Pay Ratio determination. For purposes of this pay ratio, we defined target direct compensation as the sum of annual base
salary determined as of December 31, 2019, target annual bonus for the 2019 performance year, and the grant date value
of annual equity grants in 2019. We applied our compensation measure consistently to all of our employees. Salaries for
international employees were converted to U.S. dollars based on the applicable foreign exchange rates as of
December 31, 2019. Once we identified our 2019 median employee, we then determined that employee’s annual total
compensation in the same manner that we determine the total compensation of our NEOs for purposes of the Summary
Compensation Table disclosed above. This annual total compensation amount for our median employee was then
compared to the 2019 total compensation of our CEO as reported in the Summary Compensation Table to determine the
pay ratio.

VeriSign, Inc. | 2020 Proxy Statement | 38

2020VERISIGN PROXYPolicies and Procedures with Respect to Transactions with Related Persons

POLICIES AND PROCEDURES WITH RESPECT TO TRANSACTIONS WITH RELATED PERSONS

Our Audit Committee has approved a written Policy for Entering into Transactions with Related Persons (the “Related
Person Transaction Policy”), which sets forth the requirements for review, approval or ratification of transactions between
our company and “related persons,” as such term is defined under Item 404 of Regulation S-K.

The Related Person Transaction Policy requires the Audit Committee to review, approve or ratify the terms of any
transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any
indebtedness or guarantee of indebtedness) in which (i) Verisign was or is to be a participant, (ii) the amount involved
exceeds $120,000, and (iii) a related person has or will have a direct or indirect material interest (“Related Person
Transaction”), except for those transactions, arrangements or relationships specifically listed in the Related Person
Transaction Policy as not requiring approval or ratification by the Audit Committee. In determining whether to approve or
ratify a Related Person Transaction, the Audit Committee is required to take into account, among other factors it deems
appropriate, whether the Related Person Transaction terms are no more favorable to the related person than terms
generally available to an unaffiliated third-party under the same or similar circumstances and the materiality of the related
person’s direct or indirect interest in the transaction. A related person who has a relationship with a company that engages
in a transaction with Verisign is not deemed to have an indirect material interest in that transaction where the person’s
only relationship is as a director or beneficial owner of less than 10% of that company’s equity interests.

The Related Person Transaction Policy requires prior approval of the Audit Committee for the following Related Person
Transactions:

• Any Related Person Transaction to which a related person is a named party to the underlying agreement or

arrangement, provided that certain agreements or arrangements between Verisign and a related person concerning
employment and any compensation solely resulting from employment or concerning compensation as a member of
the Board that have, in each case, been entered into or approved in accordance with policies of Verisign is not
subject to prior approval of the Audit Committee;

• Any Related Person Transaction involving an indirect material interest of a related person where the terms of the

agreement or arrangement are not negotiated on an arm’s length basis or where the Related Person Transaction is
not a transaction in the ordinary course of business; and

• Any Related Person Transaction where the total transaction value exceeds $1,000,000.

On a quarterly basis, the Audit Committee is required to review and, if determined by the Audit Committee to be
appropriate, ratify any Related Person Transactions not requiring prior approval of the Audit Committee under the Related
Person Transaction Policy.

In the event that Verisign proposes to enter into a transaction with a related person who is a member of the Audit
Committee or an immediate family member of a member of the Audit Committee, prior approval by a majority of the
disinterested members of the Board is required. No Audit Committee member nor his or her immediate family member,
who is a party to a proposed transaction, may participate in any discussion or approval of such transaction, except to
provide all material information concerning the Related Person Transaction.

The following Related Person Transactions do not require approval or ratification by the Audit Committee:

• Payment of compensation to executive officers in connection with their employment with Verisign, provided that the

compensation has been approved in accordance with policies of Verisign.

• Remuneration to directors in connection with their service as a member of the Board, provided that the

remuneration has been approved in accordance with policies of Verisign.

• Reimbursement of expenses incurred in exercising duties as an officer or director of Verisign, provided that the

reimbursement has been approved in accordance with Verisign’s policies.

• Any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar,

trustee under a trust indenture, or similar services.

• Any transaction involving a related person where the rates or charges involved are determined by competitive bids,
or the transaction involves the rendering of services as a common or contract carrier, or public utility, at rates or
charges fixed in conformity with law or governmental authority.

• Any transaction where the related person’s interest arises solely from the ownership of Verisign’s common stock

and all holders of Verisign’s common stock received the same benefit on a pro rata basis (e.g., dividends).

VeriSign, Inc. | 2020 Proxy Statement | 39

2020VERISIGN PROXYPolicies and Procedures with Respect to Transactions with Related Persons

There are no transactions required to be reported under Item 404(a) of Regulation S-K where the Related Person
Transaction Policy did not require review, approval or ratification, or where the Related Person Transaction Policy was not
followed during 2019.

VeriSign, Inc. | 2020 Proxy Statement | 40

2020VERISIGN PROXYCertain Relationships and Related Transactions

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 1, 2019, there has not been, nor is there currently proposed, any transaction or series of similar
transactions to which we or any of our subsidiaries are or were to be a party in which the amount involved exceeded or
will exceed $120,000 and in which any director, executive officer or beneficial holder of more than 5% of the common
stock of Verisign or any member of the immediate family of any of the foregoing persons had or will have a direct or
indirect material interest.

VeriSign, Inc. | 2020 Proxy Statement | 41

2020VERISIGN PROXYProposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm

PROPOSAL NO. 3
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP as our independent registered public accounting firm to perform the audit
of our consolidated financial statements for the year ending December 31, 2020, and, as a matter of good corporate
governance, our stockholders are being asked to ratify this selection. A representative of KPMG LLP is expected to be
available at the Annual Meeting, will have the opportunity to make a statement at the Annual Meeting if he or she desires
to do so and is expected to be available to respond to appropriate questions.

The Board Recommends a Vote FOR the Ratification of the Selection of KPMG LLP as our
Independent Registered Public Accounting Firm for the Year Ending December 31, 2020.

VeriSign, Inc. | 2020 Proxy Statement | 42

2020VERISIGN PROXYPrincipal Accountant Fees and Services

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, 2019 and December 31, 2018, and fees billed for
other services provided by KPMG LLP, in each of the last two completed years.

Audit fees(1) ................................................................................................................ $
Audit-related fees ........................................................................................................
Tax fees (2) ..................................................................................................................
All other fees ................................................................................................................

2019 Fees

2018 Fees

1,630,734 $

1,634,002

—

23,894

—

Total Fees ................................................................................................... $

1,654,628 $

1,634,002

(1)

(2)

Audit fees consist of fees for the integrated audit of the Company’s annual financial statements, the review of the interim financial statements included in
the Company’s Quarterly Reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or
engagements for those years.
Tax fees consist principally of technical tax advice.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Per the Audit Committee’s Charter, the Audit Committee, or a designated member of the Audit Committee, pre-approved
all audit and permissible non-audit services provided by the independent registered public accounting firm. These services
included audit services, audit-related services, tax services and other services. Any pre-approval is detailed as to the
particular service or category of services and is generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically report to the Audit Committee regarding the extent of
services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees
for the services performed to date.

Report of the Audit Committee

The Audit Committee is composed of three directors who meet the independence and experience requirements of the
listing rules of The Nasdaq Stock Market. The Audit Committee operates under a written charter adopted by the board of
directors (the “Board”) of VeriSign, Inc. (“Verisign”). The members of the Audit Committee are Messrs. Tomlinson
(Chairperson), Ms. Cote, and Mr. Moore. The Audit Committee met five times during 2019.

Management is responsible for the preparation, presentation and integrity of Verisign’s financial statements, accounting
and financial reporting principles and internal controls and processes designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting standards and applicable laws and regulations (the “Internal Controls”). The independent
registered public accounting firm, KPMG LLP (“KPMG”), is responsible for performing an independent audit of Verisign’s
consolidated financial statements and the effectiveness of Verisign’s internal control over financial reporting in accordance
with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and for issuing reports
thereon.

The Audit Committee is responsible for oversight of Verisign’s financial, accounting and reporting processes and its
compliance with significant applicable legal and regulatory requirements. The Audit Committee is also responsible for the
appointment, compensation and oversight of Verisign’s independent registered public accounting firm, including
(i) annually evaluating the independent registered public accounting firm’s qualifications and performance, (ii) annually
reviewing and confirming the independent registered public accounting firm’s independence, (iii) reviewing and approving
the planned scope of the annual audit, (iv) overseeing the audit work of the independent registered public accounting firm,
(v) reviewing and pre-approving any non-audit services that may be performed by the independent registered public
accounting firm, which are considered in the evaluation of the independent registered public accounting firm’s
independence, (vi) annually reviewing with management and the independent registered public accounting firm the
adequacy of Verisign’s Internal Controls, (vii) annually reviewing Verisign’s critical accounting policies, and the application
of accounting principles, and (viii) overseeing the conduct of the annual audit, including the oversight of the resolution of
any issues identified by the independent registered public accounting firm. In evaluating the independent registered public
accounting firm’s qualifications and performance and considering the independent registered public accounting firm for
appointment, the Audit Committee considers the firm’s, as well as the engagement team’s, quality of audit services
(including its knowledge, skill and experience), its global capabilities and technical resources, the reasonableness of its

VeriSign, Inc. | 2020 Proxy Statement | 43

2020VERISIGN PROXYPrincipal Accountant Fees and Services

fees, its communications with the Audit Committee, its independence, objectivity and professional skepticism, its
knowledge of Verisign and its tenure as Verisign’s independent registered public accounting firm as well as regulatory
reviews of the firm and the firm’s responses thereto. As part of this evaluation, the Audit Committee considers information
provided by the firm as well as from management, including from the Chief Financial Officer, Controller and Vice President
of Internal Audit.

To ensure the independence of Verisign’s independent registered public accountant, the Audit Committee has received
from KPMG the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG’s
communications with the Audit Committee concerning independence, and the Audit Committee has discussed with KPMG
their independence. In addition, we follow the applicable laws, rules and regulations regarding the rotation of audit
partners, including Rule 2-01 of Regulation S-X. The Audit Committee is involved in the selection of the audit partner
when a rotational change is required.

During 2019, the Audit Committee met privately with KPMG to discuss the results of the audit, evaluations by the
independent registered public accounting firm of Verisign’s Internal Controls, and the quality of Verisign’s financial
reporting. In addition, during its regularly scheduled meetings, the Audit Committee met privately with each of Verisign’s
Chief Financial Officer, General Counsel and Compliance Officer, and Vice President of Internal Audit to discuss various
legal, accounting, auditing and internal control matters.

The Audit Committee has reviewed and discussed the audited consolidated financial statements contained in Verisign’s
Annual Report on Form 10-K for the year ended December 31, 2019 with management. This review included a discussion
of the accounting principles, reasonableness of significant judgments, and clarity of disclosures in the consolidated
financial statements. Management represented to the Audit Committee that Verisign’s consolidated financial statements
were prepared in accordance with accounting principles generally accepted in the United States of America and the Audit
Committee has reviewed and discussed the consolidated financial statements with KPMG.

The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of
the PCAOB and the Securities and Exchange Commission (the “SEC”).

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the
audited consolidated financial statements be included in Verisign’s Annual Report on Form 10-K for the year ended
December 31, 2019, for filing with the SEC.

This report is submitted by the Audit Committee

Timothy Tomlinson (Chairperson)
Kathleen A. Cote
Roger H. Moore

VeriSign, Inc. | 2020 Proxy Statement | 44

2020VERISIGN PROXY
Proposal No. 4—Stockholder Proposal to Permit Stockholder Action by Written Consent

PROPOSAL NO. 4
STOCKHOLDER PROPOSAL TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT

John Chevedden has submitted a stockholder proposal for consideration at the Annual Meeting. Mr. Chevedden’s address
is 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278. We have been notified that Mr. Chevedden has
continuously owned no fewer than 200 shares of our common stock since October 1, 2018. If properly presented at the
Annual Meeting, the Board unanimously recommends a vote “AGAINST” the following proposal. The affirmative vote of
the holders of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the
Annual Meeting will be required to approve the stockholder proposal. Mr. Chevedden has requested that the proposal set
forth in the box below be presented for a vote at the Annual Meeting:

Proposal 4 - Adopt a Mainstream Shareholder Right - Written Consent

Shareholders request that our board of directors take the steps necessary to permit written consent by shareholders
entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all
shareholders entitled to vote thereon were present and voting. This written consent is to give shareholders the fullest
power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any
appropriate topic for written consent.

Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority
shareholder support at 13 large companies in a single year. This included 67%-support at both Allstate and Sprint. This
proposal topic also won 63%-support at Cigna Corp. (CI) in 2019. This proposal topic would have received higher votes
than 63% to 67% at these companies if more shareholders had access to independent proxy voting advice.

Our high 25% threshold for shareholders to call a special meeting (25% threshold in a net long position held
continuously for at least one year) has bureaucratic pitfalls. Such pitfalls can trigger minor shareholder errors that could
mean that 70% of shares would need to ask for a special meeting in order to be sure of obtaining the 25% threshold
after subtracting submissions with errors. One can be sure that management will have an eagle eye to spot any errors.

The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call
a special meeting. This also seems to be the conclusion of the Intel Corporation (INTC) shareholder vote at the 2019
Intel annual meeting.

The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it
easier for shareholders to call a special meeting. However Intel shareholders responded with greater support for written
consent in 2019 compared to 2018.

After a 45%-vote (less than a majority vote) for a written consent shareholder proposal The Bank of New York Mellon
Corporation (BK) said it adopted written consent in 2019.

Perhaps BK is starting a new trend in recognizing that a 45%-vote represents a majority vote from the shares that have
access to independent proxy voting advice.

Written consent won 44%-support at Capital One Financial Corporation (COF) in 2018 and this increased to 56%
support in 2019. Written consent won 47%-support at United Rentals, Inc. (URI) in 2018 and this increased to 51%-
support in 2019. Written consent won 43%-support at Flowserve Corporation (FLS) in 2018 and this increased to 51%-
support in 2019.

Please vote yes:
Adopt a Mainstream Shareholder Right - Written Consent - Proposal 4

The Board recommends a vote “AGAINST” this proposal:

The Board is committed to sound corporate governance policies and practices, which allow stockholders the meaningful
ability to voice their opinions, hold directors accountable, and promote long-term growth for shareholders. After carefully
reviewing this proposal, the Board believes that adopting the proposal would not be in the best interest of our stockholders
and recommends voting “AGAINST” this proposal.

Matters Requiring Stockholder Approval Should Be Presented To, and Voted On, By All Stockholders. In order to
allow all stockholders equal time and opportunity to consider and act upon any matter requiring stockholder approval, the
Board believes that all matters should be presented and considered at an annual or special meeting of stockholders.
Unlike matters presented for a vote at a stockholder meeting, stockholder action by written consent may deprive
stockholders of the opportunity to receive accurate and complete information about the subject of the action by written
consent as written consent does not require communication to all stockholders. Written consent may therefore deny
stockholders the ability to participate and deliberate transparently in major decisions affecting the Company and
stockholders’ interests. A stockholder seeking action by written consent may attempt to solicit the fewest possible
stockholders to take action, rather than seeking input from all stockholders, and may rely on consents obtained from some

VeriSign, Inc. | 2020 Proxy Statement | 45

2020VERISIGN PROXYProposal No. 4—Stockholder Proposal to Permit Stockholder Action by Written Consent

stockholders before other stockholders have had the ability to evaluate a proposal, express their views, and vote. Action
by written consent thereby can disenfranchise stockholders who do not have the opportunity to vote. In contrast, when
stockholders act at a special or annual meeting of stockholders, all stockholders receive advance notice of the meeting
and have clearly established times during which they can evaluate the issues, engage with the Company and other
stockholders, communicate their views, and vote. Moreover, permitting stockholder action by written consent could create
confusion and disruption, as multiple stockholders could solicit written consents at any time on a wide range of issues,
which may duplicate or conflict with other proposals. Because of these concerns, approximately 70% of the 468 S&P 500
companies surveyed by FactSet either prohibit stockholders to act by written consent or only permit action by unanimous
stockholder written consent.

Stockholders Owning 25% of Our Shares Have the Meaningful Ability to Call a Special Meeting of Stockholders
Outside of the Annual Meeting Cycle. One or more stockholders owning 25% or more of our outstanding common stock
already may call a special meeting of stockholders. A special meeting permits stockholders to vote on matters in between
annual meetings. Unlike action by written consent, a special meeting of stockholders allows all stockholders to receive
information about the proposed action in a transparent manner and to participate collectively in a single meeting. The
ability of 25% of our outstanding shares to call a special meeting represents a significant right for our stockholders. Our
25% special meeting threshold is the same as, or more favorable to stockholders than, the special meeting rights at
approximately 75% of the 468 S&P 500 companies surveyed by FactSet, as well as most of our peers. In addition, based
on current public disclosures, the 25% special meeting threshold could be met by as few as three stockholders.

Stockholders Owning 3% of Our Shares Already Have the Ability to Nominate Director Candidates for Election to
the Board Through Our Proxy Access Bylaw. In 2016, the Board adopted a market-standard proxy access Bylaw right.
This provision allows stockholders owning 3% or more of our outstanding common stock for three years the right to
nominate director candidates constituting up to 20% of our Board, and to have those nominees included in our proxy
materials. This proxy access right complements the ability of stockholders to call a special meeting to voice their views in
a way that is less onerous than the proposal’s written consent, which would require proposed actions to be approved by
holders of at least a majority (or higher if required by Delaware law or our certificate of incorporation) of our outstanding
shares.

Our Other Governance Policies Empower Stockholders and Promote Board Accountability. The Board is
committed to good corporate governance and has adopted policies and practices that provide our stockholders with
additional opportunities to have their voices heard, hold directors accountable, and encourage effective, independent
Board oversight of Company management:

• Annual Election of Directors. All directors are elected annually, and stockholders can remove directors with or

without cause.

• Majority Voting for Election of Directors. We have adopted a majority voting standard for the election of directors

in uncontested elections.

• Stockholder Engagement with the Board. Stockholders can communicate directly with the Board as a whole or

with individual directors.

•

Independent Board Leadership. All but one director on the Board are independent, as defined under Nasdaq’s
director independence standards. Independent directors thus compose 87.5% of the Board, well above the majority
required by Nasdaq. In addition, we have a Lead Independent Director with robust duties.

Independent Board Committees. All members of the Audit Committee, the Corporate Governance and Nominating
Committee, and the Compensation Committee are independent directors. This entrusts oversight of critical matters
to independent directors, such as the integrity of our financial statements, the evaluation of the Board and its
committees, and the compensation of executive officers.

The Board Recommends a Vote AGAINST this Stockholder Proposal for the Reasons Discussed Above.

VeriSign, Inc. | 2020 Proxy Statement | 46

2020VERISIGN PROXYOther Information

OTHER INFORMATION

Stockholder Proposals and Nominations for the 2021 Annual Meeting of Stockholders

We strongly encourage any stockholder interested in submitting a stockholder proposal to contact our Secretary in
advance of the applicable deadline described below to discuss the proposal. Our Corporate Governance and Nominating
Committee reviews all stockholder proposals and makes recommendations to the Board for action on such proposals. For
information on recommending individuals for consideration as director nominees, see “Corporate Governance—Corporate
Governance and Nominating Committee” elsewhere in this Proxy Statement.

We engage in a continuous quality improvement approach to corporate governance practices. We monitor and evaluate
trends and events in corporate governance and compare and evaluate new developments against our current practices;
we understand that corporate governance is not in a static state with regard to numerous topic areas. We seek and
receive input from stockholders and other commentators on our practices and policies, and our Board and our Corporate
Governance and Nominating Committee consider this input when reviewing proposals to change practices or policies.

Proposals for Inclusion in Proxy Statement

Under Rule 14a-8 under the Exchange Act, some stockholder proposals may be eligible for inclusion in our proxy
statement for our 2021 Annual Meeting of Stockholders (other than nominees for director). These stockholder proposals
must comply with Rule 14a-8 and must be submitted, along with proof of ownership of our stock in accordance with Rule
14a-8, to our Secretary at VeriSign, Inc., 12061 Bluemont Way, Reston, Virginia 20190. Failure to deliver a proposal in
accordance with this procedure may result in the proposal not being deemed timely received. We must receive all
submissions no later than 6:00 p.m. Eastern Time on December 10, 2020. Submitting a stockholder proposal does not
guarantee that we will include it in our proxy statement for our 2021 Annual Meeting of Stockholders.

Director Nominations for Inclusion in Proxy Statement (Proxy Access)

Our Bylaws permit a stockholder (or a group of up to 20 stockholders) that has continuously owned at least 3% of the
outstanding shares of our common stock entitled to vote in the election of directors for at least three years, to nominate
and include in our proxy statement for an annual meeting of stockholders up to the greater of two individuals or 20% of the
number of the directors then in office so long as the nominating stockholder(s) and the nominee(s) satisfy the eligibility,
procedural and disclosure requirements in our Bylaws. For our proxy statement for our 2021 Annual Meeting of
Stockholders, notice of a proxy access nomination must be delivered to our Secretary at VeriSign, Inc., 12061 Bluemont
Way, Reston, Virginia 20190 no earlier than 6:00 p.m. Eastern Time on November 10, 2020 and no later than 6:00 p.m.
Eastern Time on December 10, 2020. The notice must include the information required by our Bylaws, including
information concerning the nominee and information about the stockholder’s ownership of and agreements related to our
common stock. If our 2021 Annual Meeting of Stockholders is held more than 30 days before or after the anniversary of
our 2020 Annual Meeting of Stockholders, a stockholder seeking to nominate a candidate for election to the Board
pursuant to the proxy access provisions of our Bylaws must submit notice of any such nomination no earlier than 6:00
p.m. Eastern Time on the 150th day prior to our 2021 Annual Meeting of Stockholders and no later than 6:00 p.m. Eastern
Time on the later of the 120th day prior to our 2021 Annual Meeting of Stockholders or the 10th day following the day on
which the date of our 2021 Annual Meeting of Stockholders is first publicly announced by us.

Other Proposals and Nominations

Our Bylaws govern the submission of nominations for director or other business proposals that a stockholder wishes to
have considered at a meeting of our stockholders, but which are not included in our proxy statement for that meeting.
Under the advance notice provisions of our Bylaws, written notice of any such nominations for directors or other business
proposals must be delivered to our Secretary at VeriSign, Inc., 12061 Bluemont Way, Reston, Virginia 20190, no earlier
than 6:00 p.m. Eastern Time on January 21, 2021 and no later than 6:00 p.m. Eastern Time on February 20, 2021. The
notice must include the information required by these advance notice provisions. If our 2021 Annual Meeting of
Stockholders is held more than 30 days before or more than 60 days after the anniversary of our 2020 Annual Meeting of
Stockholders, a stockholder seeking to nominate a candidate for election to the Board or propose any business at our
2021 Annual Meeting of Stockholders, pursuant to these advance notice provisions, must submit notice of any such
nomination or proposed business or no earlier than 6:00 p.m. Eastern Time on the 120th day prior to our 2021 Annual
Meeting of Stockholders and no later than 6:00 p.m. Eastern Time on the later of the 90th day prior to our 2021 Annual
Meeting of Stockholders or the 10th day following the day on which the date of our 2021 Annual Meeting of Stockholders
is first publicly announced by us. These advance notice provisions are separate from the requirements that a stockholder
must meet in order to have a nominee or proposal included in the proxy statement.

VeriSign, Inc. | 2020 Proxy Statement | 47

2020VERISIGN PROXYOther Information

Other Business

The Board does not presently intend to bring any other business before the Annual Meeting, and, so far as is known to the
Board, no matters are to be brought before the Annual Meeting except as specified in the Notice of the Annual Meeting.
As to any business that may properly come before the Annual Meeting, the proxies received will be voted in accordance
with the best judgment of the persons voting such proxies.

Whether or not you expect to attend the virtual-only Annual Meeting, please complete the proxy electronically as
described on the Notice Regarding the Availability of Proxy Materials and under “Internet and Telephone Voting”
in this Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please
complete, date, sign and promptly return the proxy in the enclosed postage paid envelope or cast your vote by
phone so that your shares may be represented at the Annual Meeting.

Communicating with Verisign

We have, from time to time, received calls from stockholders inquiring about the available means of communication with
Verisign. We thought that it would be helpful to describe those arrangements that are available for your use.

•

If you would like to receive information about Verisign, you may use one of these convenient methods:

1. To receive information such as our latest Annual Report on Form 10-K or Quarterly Report on Form 10-Q
mailed to you, please email our Investor Relations Department at ir@verisign.com, and specify your
mailing address, or call our Investor Relations Department at 1-800-922-4917 (U.S.) or 1-703-948-3447
(international).

2. To view our website on the internet, please use our internet address at www.verisign.com. Our home page
gives you access to product, marketing and financial data, and an on-line version of this Proxy Statement,
our Annual Report on Form 10-K and other filings with the SEC. The information available on, or
accessible through, this website is not incorporated by reference into this Proxy Statement.

•

If you would like to write to us, please send your correspondence to the following address:

VeriSign, Inc.
Attention: Investor Relations
12061 Bluemont Way
Reston, Virginia 20190
or via email at ir@verisign.com.

•

If you would like to inquire about stock transfer requirements, lost certificates and change of stockholder address,
please call our transfer agent, Computershare, at 1-877-255-1918. If you are a foreign stockholder, please call
1-201-680-6578. You may also visit their website at http://www.computershare.com/investor for step-by-step
transfer instructions.

WE WILL PROVIDE, WITHOUT CHARGE, UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF
OUR 2019 ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL
STATEMENT SCHEDULES REQUIRED TO BE FILED WITH THE SEC PURSUANT TO RULE 13A-1.
STOCKHOLDERS SHOULD DIRECT SUCH REQUESTS TO INVESTOR RELATIONS AT 12061 BLUEMONT WAY,
RESTON, VIRGINIA, OR BY EMAIL AT IR@VERISIGN.COM.

VeriSign, Inc. | 2020 Proxy Statement | 48

2020VERISIGN PROXY

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2020VERISIGN PROXY
BOARD OF DIRECTORS

D. James Bidzos
Chairman of the Board of Directors,
Executive Chairman,
and Chief Executive Officer

Thomas F. Frist III
Principal
Frist Capital, LLC

Louis A. Simpson
Former Chairman
SQ Advisors, LLC

Ari Buchalter
Chief Executive Officer
Intersection Holdings, LLC

Jamie S. Gorelick
Partner
Wilmer Cutler Pickering Hale and Dorr LLP

Timothy Tomlinson
Former General Counsel
Portola Minerals Company

Kathleen A. Cote
Former Chief Executive Officer
Worldport Communications Company

Roger H. Moore
Former President and Chief Executive Officer
Illuminet Holdings, Inc.

EXECUTIVE OFFICERS

D. James Bidzos
Chairman of the Board of Directors,
Executive Chairman,
and Chief Executive Officer

Todd B. Strubbe
President and
Chief Operating Officer

George E. Kilguss, III
Executive Vice President
and Chief Financial Officer

Thomas C. Indelicarto
Executive Vice President,
General Counsel, and Secretary

INVESTOR INFO

Quarterly earnings releases, corporate news
releases, and Securities and Exchange
Commission filings are available by contacting
Verisign Investor Relations or through our website
at https://investor.verisign.com. A copy of
Verisign’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019,
containing additional information of possible
interest to stockholders will be sent without
charge to any stockholder who requests
it. Please direct your request to Verisign
Investor Relations at the address at right.

STOCK EXCHANGE LISTING
Nasdaq Stock Market
Ticker Symbol: VRSN

VERISIGN INVESTOR RELATIONS
12061 Bluemont Way
Reston, VA 20190
Phone: + 1 800 922 4917
Int’l: + 1 703 948 3447
Email: ir@verisign.com
https://investor.verisign.com/

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
8350 Broad Street, Suite 900
McLean, VA 22102

TRANSFER AGENT
If you have questions concerning stock certificates, change of
address, consolidation of accounts, transfer of ownership, or other
stock account matters, please contact Verisign’s transfer agent:

Computershare Inc.
P.O. Box 505000
Louisville, KY 40233
Phone: + 1 877 255 1918
Int’l: + 1 201 680 6578
https://www.computershare.com/us

ABOUT VERISIGN
Verisign, a global provider of domain registry services and internet infrastructure, enables internet navigation for many of the
world’s most recognized domain names. Verisign enables the security, stability, and resiliency of key internet infrastructure and
services, including providing root zone maintainer services, operating two of the 13 global internet root servers, and providing
registration services and authoritative resolution for the .com and .net top-level domains, which support the majority of global
e-commerce. To learn more about what it means to be Powered by Verisign, please visit Verisign.com.

WORLDWIDE
UNITED STATES:

Verisign Headquarters
12061 Bluemont Way
Reston, VA 20190
Phone: + 1 703 948 3200

EUROPE:

Verisign Sarl
Route du Petit Moncor 1E
2nd Floor
CH-1752 Villars sur Glane
Switzerland
Phone: + 41 (0) 26 408 7778

ASIA:

Verisign Services India Pvt Ltd.,
807-A, Park Centra
Sector-30 NH-8
Gurgaon, Haryana
India
Phone: + 91 12 4429 2600

Verisign Internet Technology Services
(Beijing) Co., Ltd
Suite 1517 and Suite 1520, 15/F
Office Building A, Parkview Green
9 Dongdaqiao Road
Chaoyang District, Beijing, 100020
PRC
Phone: + 86 10 5730 6151

AUSTRALIA:

Verisign Australia
5 Queens Road
Level 10
Melbourne, VIC, 3004
Australia
Phone: + 61 3 9926 6700

Verisign.com

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