VeriSign
Annual Report 2020

Plain-text annual report

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 ecommerce. To learn more about what it means to be Powered by Verisign, please visit Verisign.com. WORLDWIDE UNITED STATES: ASIA: 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 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 I I V E R S G N 2 0 2 1 P R O X Y S T A T E M E N T | 2 0 2 0 A N N U A L R E P O R T 2021 PROXY STATEMENT 2020 ANNUAL REPORT i V e r i s g n c o m . 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 2020 was a year that brought unexpected and serious challenges to businesses worldwide. In a year during which online connection became critical, Verisign’s continued focus on our mission – enabling the world to connect online with reliability and confidence, anytime, anywhere – allowed us to continue to provide businesses and individuals with the transparent and reliable navigation services they depend on. For a better understanding of how Verisign provides its services, please visit www.verisign.com. Verisign has maintained 100 percent operational accuracy and stability of the .com and .net domain name system for more than 23 years. This unparalleled achievement is due not only to the unwavering dedication of our team but, in 2020, also to our companywide commitments to mission and to employee safety first. As you know, operating at this level of performance, as required by our contractual commitments, gives us the opportunity to service the demand for .com and .net registrations. And as businesses turned to quality top level domains to broaden their online reach, new registrations increased. Our financial highlights for 2020 include: • Revenues totaled $1.27 billion for 2020, marking 10 straight years of revenue and operating income expansion since divesting non-core assets. • The domain name base for .com and .net names ended 2020 with 165 million names, up by 6.3 million net new names. This represents a 4.0 percent increase over the base at the end of the prior year. • We repurchased 3.7 million shares, returning $735 million to our stockholders. Since the company’s inception we have returned $11.0 billion to stockholders through share repurchases and $1.0 billion in special dividends. • Our balance sheet remained strong with year-end cash, cash equivalents and marketable securities at $1.17 billion. A major milestone for the Company in 2020 was the Third Amendment to the .com Registry Agreement. Together with its accompanying Letter of Intent this Amendment contains a number of changes and undertakings, including formalizing ongoing work to combat DNS abuse in its various forms. The Amendment also included a provision for flexibility in wholesale pricing. In response to the immediate uncertainty of the early weeks of COVID, we had frozen registry prices for all our top-level domains, including .com and .net, and waived wholesale registry restore fees. In February 2021 Verisign announced a registry price increase of $0.54 for .com domain names, effective September 1, 2021. Verisign is committed to responsible corporate citizenship. This commitment is reflected in our adoption of Diversity, Equity and Inclusion and Environmental, Social and Governance objectives, and the work of Verisign Cares, our philanthropic and charitable program, which saw a significant expansion in 2020. Having provided considerable immediate support to community organizations, first responders and small businesses at the onset of the pandemic, we then began exploring opportunities to help those whose jobs were displaced by, or perhaps lost to, COVID-19’s economic impact. In December Verisign Cares entered into its first partnership under this new initiative, with Virginia Ready, a newly established nonprofit organization in our home state of Virginia which helps motivated Virginians to reskill for in-demand jobs in high-growth sectors such as our own. Verisign Cares also made significant contributions to the Equal Justice Initiative during the summer’s eruption of social unrest, and to food banks in regions where we have business operations to help with immediate COVID-related hardship. Our direct charitable contributions in 2020 totaled $3.5 million. In a year of uncertainty, Verisign worked diligently throughout 2020 to reinforce the dependability of our operations. We will continue to maintain, invest in and evolve our infrastructure in 2021, and to work hard to deliver for our customers, communities, employees and stockholders. As always, thank you for your continued support. Jim Bidzos Executive Chairman and Chief Executive Officer April 2021 BOARD OF DIRECTORS D. James Bidzos Chairman of the Board of Directors, Executive Chairman, and Chief Executive Officer VeriSign, Inc. Ari Buchalter Chief Executive Officer Intersection Holdings, LLC Thomas F. Frist III Principal Frist Capital, LLC Louis A. Simpson Chairman Gulf Shore Private Capital, 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, Inc. 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 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, 2020, 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 George E. Kilguss, III Executive Vice President, Chief Financial Officer Thomas C. Indelicarto Executive Vice President, General Counsel, and Secretary 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 Table of Contents NOTICE OF 2021 ANNUAL MEETING AND PROXY STATEMENT VERISIGN PROXY STATEMENT2021(This page intentionally left blank) VERISIGN PROXY STATEMENT2021 Table of Contents VeriSign, Inc. 12061 Bluemont Way Reston, Virginia 20190 April 13, 2021 To Our Stockholders: You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (“we,” “our,” “us” or the “Company”) to be held on Thursday, May 27, 2021, at 10:00 a.m., Eastern Time. In light of continuing concerns related to COVID-19, we have made the decision to again conduct the Annual Meeting exclusively by remote communication via live webcast (i.e., a virtual-only meeting). No physical Annual Meeting will be held this year. A virtual Annual Meeting provides access for all stockholders while safeguarding the health and safety of our stockholders, directors, officers, employees, and other stakeholders. The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages. 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 the following Proxy Statement, together with our 2020 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. 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 “Information About the Meeting—Internet and Telephone Voting” of 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 (This page intentionally left blank) VERISIGN PROXY STATEMENT2021 (This page intentionally left blank) VERISIGN PROXY STATEMENT2021 (This page intentionally left blank) Table of Contents Notice of 2021 Annual Meeting of Stockholders Date and Time May 27, 2021 (Thursday) 10:00 a.m. (Eastern Time) Location The Annual Meeting will be held exclusively by remote communication via live webcast at www.meetingcenter.io/266478282. No physical Annual Meeting will be held this year. Who Can Vote Only stockholders of record at the close of business on April 1, 2021, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes: PROPOSALS BOARD VOTE RECOMMENDATION FOR FURTHER DETAILS 1 Election of Eight Directors Named in the Proxy Statement FOR each director nominee 2 Advisory Vote to Approve Executive Compensation 3 Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2021 FOR FOR Page 11 Page 27 Page 46 4 Stockholder Proposal to Permit Stockholder Action by Written Consent AGAINST Page 48 Stockholders will also 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. If you hold your shares as of the record date as a stockholder of record, you or your proxyholder may participate, vote, submit questions during the meeting, and examine a list of the stockholders of record entitled to vote at the Annual Meeting by accessing www.meetingcenter.io/266478282 and entering the 15-digit control number on your Proxy Card or Notice Regarding the Availability of Proxy Materials and entering VRSN2021 as the meeting password. If you hold your shares as of the record date through an intermediary, such as a bank or broker, you may access the virtual-only Annual Meeting through one of the options described in “Information About the Meeting” in the accompanying Proxy Statement. Reston, Virginia April 13, 2021 By Order of the Board of Directors, /s/ Thomas C. Indelicarto Thomas C. Indelicarto Secretary 2021 Proxy Statement 1 VERISIGN PROXY STATEMENT2021  Table of Contents Notice of 2021 Annual Meeting of Stockholders How to Vote 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 “Information About the Meeting—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. Internet Telephone Mail Vising the website listed on your proxy card Call the telephone number on your proxy card Sign, date and return your proxy card in the enclosed envelope By Accessing the Virtual-Only Meeting Attend and vote at the virtual-only Annual Meeting Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 27, 2021: The 2021 Proxy Statement, together with the 2020 Annual Report, are available at www.edocumentview.com/vrsn. A Notice Regarding the Availability of Proxy Materials or the Proxy Statement and related proxy materials were first sent or made available to stockholders on April 13, 2021. 2 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Table of Contents Notice of 2021 Annual Meeting of Stockholders Verisign’s Mission, Values, and Strategic Framework 2020 Highlights 2020 Business Highlights Responding to COVID-19 and Committing to Responsible Corporate Citizenship Voting Roadmap  Proposal 1 Election of Directors Independence, Skills, Experience and Diversity Director Nominees Corporate Governance Board Structure and Operations Board Responsibilities Other Governance and Ethics Policies and Practices Environmental, Social and Governance Highlights  Proposal 2 Advisory Vote to Approve Executive Compensation Executive Compensation Compensation Discussion and Analysis Compensation Committee Report Compensation Committee Interlocks and Insider Participation Executive Compensation Tables Summary Compensation Table Grants of Plan-Based Awards in 2020 Outstanding Equity Awards at 2020 Year-End Stock Vested in 2020 Potential Payments Upon Termination or Change in Control Equity Compensation Plan Information CEO Pay Ratio Compensation of Directors Non-Employee Director Retainer Fees and Equity Compensation Information Non-Employee Director Compensation Table for 2020  Proposal 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 Auditors Report of the Audit Committee  Proposal 4 Stockholder Proposal to Permit Stockholder Action by Written Consent Proponent’s Statement Company Statement and Recommendation Stock Ownership Information Security Ownership of Certain Beneficial Owners and Management Stock Ownership Policies Information About the Meeting Voting Rights Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals Adjournment of Annual Meeting Expenses of Soliciting Proxies Internet and Telephone Voting Revocability of Proxies Householding Other Information Stockholder Proposals and Nominations for the 2022 Annual Meeting of Stockholders Other Business Communicating with Verisign In this Proxy Statement, the terms “we,” “our,” “us,” “Verisign” or the “Company” refer to VeriSign, Inc. 1 4 5 5 5 6 11 11 13 17 17 21 23 24 27 28 28 36 36 37 37 38 39 40 40 43 43 44 44 45 46 46 46 47 48 48 49 50 50 51 52 52 53 53 54 54 54 54 55 55 56 56 2021 Proxy Statement 3 VERISIGN PROXY STATEMENT2021Table of Contents Verisign’s Mission, Values, and Strategic Framework Our mission and 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 Unconditionally, Grow Responsibly, and Manage Continuously. Verisign’s Mission Verisign enables the world to connect online with reliability and confidence, anytime, anywhere. Verisign’s Values We are stewards of the internet and our Company We respect others and exhibit integrity in our actions 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. 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 are passionate about technology and continuous improvement We take responsibility for our actions and hold ourselves to a higher standard 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 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. 4 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents 2020 Highlights 2020 Business Highlights $1.27 billion Revenue 3% increase compared to 2019 $824.2 million Operating Income 2% increase compared to 2019 165.2 million .com and .net Domain Name Registrations in Domain Name Base at End of 2020 4% increase from December 31, 2019 42.4 million New Domain Name Registrations Processed for .com and .net in 2020 compared to 40.3 million in 2019 Responding to COVID-19 and Committing to Responsible Corporate Citizenship 2020 was a year that brought unexpected and serious challenges to businesses worldwide. In a year during which online connection became critical, Verisign’s continued focus on our mission – enabling the world to connect online with reliability and confidence, anytime, anywhere – allowed us to continue to provide businesses and individuals with the transparent and reliable navigation services they depend on. Prioritizing the Safety and Well-Being of Employees Throughout the pandemic, the safety and well-being of our employees has remained a key focus. At the outset of the pandemic, we established a task force to monitor the pandemic and to actively protect our employees. Beginning in March 2020, we transitioned approximately 95% of our employees to a work-from-home status. To protect the health of our employees who work on site, we have implemented rigorous cleaning and safety protocols for our facilities. We adjusted employee leave and other policies with the intention of ensuring that our workforce had the flexibility it needed to manage personal challenges arising from the pandemic. We enhanced mental health resources available to our employees, and unique individual requirements are supported to the greatest degree possible. In addition, we have taken steps to ensure that our employees have the equipment and resources that they require to work remotely. Finally, to reinforce our connection with our employees, we have significantly increased leadership updates and management outreach. Executing on Business Continuity Plans We have continued to execute on business continuity plans for the uninterrupted continuation of our services, while most of our employees continue to work remotely. Verisign has maintained 100 percent operational accuracy and stability of the .com and .net domain name system for more than 23 years. This unparalleled achievement is due not only to the unwavering dedication of our team but, in 2020, also to our companywide commitments to mission and to employee safety first. Supporting Small Businesses In response to the immediate uncertainty of the early weeks of the pandemic, we had frozen registry prices for all our top-level domains, including .com and .net, and waived wholesale registry restore fees. Committing to Responsible Corporate Citizenship Verisign is committed to responsible corporate citizenship. This commitment is reflected in our adoption of Diversity, Equity and Inclusion and Environmental, Social and Governance objectives, and the work of Verisign Cares, our philanthropic and charitable program, which saw a significant expansion in 2020. Having provided considerable immediate support to community organizations, first responders and small businesses at the onset of the pandemic, we then began exploring opportunities to help those whose jobs were displaced by, or perhaps lost to, COVID-19’s economic impact. In December, Verisign Cares entered into its first partnership under this new initiative, with Virginia Ready, a newly established nonprofit organization in our home state of Virginia which helps motivated Virginians to reskill for in-demand jobs in high-growth sectors such as our own. Verisign Cares also made significant contributions to the Equal Justice Initiative during the summer’s eruption of social unrest, and to food banks in regions where we have business operations to help with immediate COVID-related hardship. Our direct charitable contributions in 2020 totaled $3.5 million. 2021 Proxy Statement 5 VERISIGN PROXY STATEMENT2021Table of Contents Voting Roadmap The accompanying proxy is solicited on behalf of our Board of Directors (the “Board”) for use at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 27, 2021 at 10:00 a.m., Eastern Time. In light of continuing concerns related to COVID-19, we have made the decision to again conduct the Annual Meeting exclusively by remote communication via live webcast (i.e., a virtual-only meeting). No physical Annual Meeting will be held this year. A virtual Annual Meeting provides access for all stockholders while safeguarding the health and safety of our stockholders, directors, officers, employees, and other stakeholders. This summary highlights certain information contained elsewhere 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. Proposal 1 Election of Directors FOR The Board recommends a vote FOR each director nominee. See page 11 Director Nominees The following provides summary information about each director nominee. NAME D. James Bidzos Yehuda Ari Buchalter IND Kathleen A. Cote IND Thomas F. Frist III IND Jamie S. Gorelick IND Roger H. Moore IND Louis A. Simpson IND Timothy Tomlinson IND C – Chairperson     M – Member     IND – Independent AGE DIRECTOR SINCE AUDIT COMPENSATION CORPORATE GOVERNANCE AND NOMINATING CYBERSECURITY COMMITTEE MEMBERSHIP 66 49 72 53 70 79 84 71 1995 2019 2008 M 2015 2015 2002 M 2005 2007 C M M C M M C M M M M M M M C M 6 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance Highlights Board Composition • 7 out of 8 directors are independent. Annual Election of Directors • All directors are elected annually. • 2 out of 8 directors are women. Voting Roadmap Majority Voting Standard • To be elected in uncontested elections, each nominee for director must receive a majority of the votes cast. Lead Independent Director • We have a lead independent director with robust responsibilities. Board Committees Stockholder Rights • 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 began meeting formally in April 2020, to assist the Board with its oversight of the Company’s cybersecurity program and risks. • Stockholders have proxy access rights. • Stockholders owning as few as 10% of outstanding common stock may call a special meeting of stockholders. Single Voting Class One Share, One Vote • Our common stock is the only class of voting shares outstanding. • Each share of our common stock is entitled to one vote. Annual Board Leadership Evaluation • The Board evaluates the Board leadership structure annually. Annual Self-Evaluations  • The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. No “Poison Pill” • We do not have a stockholder rights plan, or “poison pill,” in place. Annual Auditor Ratification  • Stockholders have the opportunity to ratify the Audit Committee’s selection of Stock Retention Policy our independent registered public accounting firm annually. • Directors and executives are subject to a stock retention policy. 2021 Proxy Statement 7 VERISIGN PROXY STATEMENT2021Table of Contents Voting Roadmap Proposal 2 Advisory Vote to Approve Executive Compensation FOR The Board recommends a vote FOR this proposal. See page 27 Compensation Framework The chart below shows the three main elements of our executive compensation program (including the percentage that each element comprised in our CEO’s 2020 pay mix at target and our other NEOs’ 2020 average pay mix at target), our objectives for each element of compensation, and the factors we use to determine compensation amounts. ELEMENT CEO Other NEOs (Average) Base Salary (% of Pay Mix at Target) OBJECTIVE FACTORS MEASURES 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  CEO Other NEOs (Average) Annual Incentive Bonus (% of Pay Mix at Target) Provide a reward for achieving individual goals and the Company’s financial and strategic goals. • Company performance • Individual performance  • Revenue • Operating margin CEO Other NEOs (Average) Long-Term Incentive Compensation (% of Pay Mix at Target) Provide an award that both serves a retention purpose and incentivizes executives to manage the Company from the perspective of a stockholder. • Importance of the executive to • Compound Company performance • Individual contributions • Future potential of the executive • Value of executive’s vested and unvested outstanding equity awards annual growth rate (CAGR) of operating income per share • Total Shareholder Return (TSR) 8 VeriSign, Inc. VERISIGN PROXY STATEMENT2021                  Table of Contents Executive Compensation Highlights Voting Roadmap Our executive compensation program is designed to attract and retain the executive talent we need to maintain our high performance standards and grow our business for the future. Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long-term performance goals, which in turn will create value for our stockholders. We made no significant changes to our overall approach to executive compensation for 2020. Pay for Performance Alignment • For the CEO, 91% of targeted total compensation is performance- based. • For other NEOs, 84% of targeted total compensation on average is performance-based. Compensation Governance Practices and Policies • Annual Benchmarking of Executive Compensation • Independent Compensation Consultant • Annual Say-on-Pay Vote • Stock Ownership Requirements • Clawback Policy • Forfeiture Provisions • Annual Compensation Risk Assessment Responsible Pay Practices • No Employment Contracts • No Single Trigger Benefits Upon a Change-in-Control • No Tax Gross-Ups Upon a Change-in-Control • No Special Pension or Retirement Plans • No Significant Perquisites 2021 Proxy Statement 9 VERISIGN PROXY STATEMENT2021Table of Contents Voting Roadmap Proposal 3 Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2021 FOR The Board recommends a vote FOR this proposal. See page 46 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, 2020 and December 31, 2019, 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 Total Fees 2020 FEES 2019 FEES $1,665,095 $1,630,734 – – 13,966 23,894 – – $1,679,061 $1,654,628 (1) Audit fees consist of fees for the integrated audit of the annual financial statements included in our Annual Reports on Form 10-K, the review of the interim financial statements included in our Quarterly Reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or engagements for those years. (2) Tax fees consist principally of technical tax advice. Proposal 4 Stockholder Proposal to Permit Stockholder Action by Written Consents AGAINST The Board recommends a vote AGAINST this stockholder proposal. See page 48 10 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Proposal 1 Election of Directors The Board consists of eight directors. The terms of the current directors expire upon the election and qualification of the directors to be elected at the Annual Meeting. The Board has nominated each of the current directors, 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, for election at the Annual Meeting to serve until our 2022 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. 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 Board’s nominees, 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 Board’s nominees. 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 that any of the nominees will be unable or will decline to serve if elected. FOR The Board recommends a vote FOR the election of each of the foregoing director nominees. Independence, Skills, Experience and Diversity Independence of Directors 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 16, 2021 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. Each member of the Cybersecurity Committee other than Mr. Bidzos is an independent director. Mr. Bidzos serves as Executive Chairman and Chief Executive Officer and thus is not considered an independent director. 2021 Proxy Statement 11 VERISIGN PROXY STATEMENT2021Table of Contents Proposal 1—Election of Directors Skills, Experience and Diversity The chart below shows the range of skills and experience represented on the Board: BIDZOS BUCHALTER COTE FRIST GORELICK MOORE SIMPSON TOMLINSON Accounting, Corporate Finance and Capital Management Corporate Governance and Ethics Executive Experience International/Global Experience Government and Public Policy Legal and Regulatory Other Public Company Board Experience Risk Management Strategic Planning and Oversight Technology and Cybersecurity BOARD DIVERSITY • • 2 directors are women. 1 director identifies as LGBTQ+. • With the adoption of the “Rooney Rule” in 2020, the Board is committed to including female and racially/ethnically diverse candidates in the pool in new director searches. 12 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Director Nominees Proposal 1—Election of Directors 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 Age: 66 Background Committees: Cybersecurity Mr. 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. Qualifications 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 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 IND Age: 49 Background Committees: Corporate Governance and Nominating, Cybersecurity Dr. 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 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. Qualifications 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. 2021 Proxy Statement 13 VERISIGN PROXY STATEMENT2021Table of Contents Proposal 1—Election of Directors Kathleen A. Cote IND Age: 72 Background Committees: Audit, Corporate Governance and Nominating (Chair) Ms. 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 has served as a director of Western Digital Corporation since January 2001 and currently serves as its Lead Independent Director. 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. Qualifications 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 IND Age: 53 Background Committees: Compensation, Corporate Governance and Nominating Mr. Frist has served as a director since December 2015. Since April 2019, Mr. Frist has served as Chairman of the Board of Directors of HCA Healthcare, Inc. where he has served as a director since 2006. 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. Qualifications Mr. Frist’s significant directorship experience provides valuable expertise and perspective to the Board. His directorship experience includes having chaired, and served as a member of, various public company board committees. 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. 14 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Jamie S. Gorelick IND Age: 70 Background Proposal 1—Election of Directors Committees: Compensation, Corporate Governance and Nominating Ms. Gorelick has served as a director since January 2015. Ms. Gorelick has been a partner at Wilmer Cutler Pickering Hale and Dorr LLP since July 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 has served as a director of Amazon.com, Inc. since February 2012 and currently serves as Chair of its Nominating and Corporate Governance Committee. She previously served as a director of United Technologies Corporation from February 2000 to December 2014 and a director of Schlumberger Limited from April 2002 to June 2010. She holds B.A. and J.D. degrees from Harvard University. Qualifications 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 IND Age: 79 Background Committees: Audit, Corporate Governance and Nominating, Cybersecurity (Chair) Mr. 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 has served as a director of Consolidated Communications Holdings, Inc. since July 2005 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. Qualifications 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 has also served 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. 2021 Proxy Statement 15 VERISIGN PROXY STATEMENT2021Table of Contents Proposal 1—Election of Directors Louis A. Simpson IND Age: 84 Background Committees: Compensation (Chair), Corporate Governance and Nominating Mr. Simpson has served as a director since May 2005. Mr. Simpson has served as Chairman of Gulf Shore Private Capital, LLC since July 2019. Mr. Simpson previously served as Chairman of SQ Advisors, LLC, an investment firm, from January 2011 to June 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. Qualifications 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 IND Age: 71 Background Committees: Audit (Chair), Compensation, Corporate Governance and Nominating, Cybersecurity Mr. 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. Qualifications 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. 16 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance Overview Our business is conducted by our employees, managers and officers, under the direction of our Chief Executive Officer and the oversight of the Board, to enhance the long-term value of our Company for our stockholders. Key corporate governance documents that guide our corporate governance structure and processes, including our Corporate Governance Principles and the charters of the Board’s committees, are available on our Investor Relations website at https://investor.verisign.com/corporate- governance. Board Structure and Operations 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: (i) presides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; (ii) serves as liaison between the Chairman of the Board and the independent directors; (iii) works with the Chairman of the Board to facilitate timely and appropriate information flow to the Board; (iv) reviews and approves agendas and schedules for meetings of the Board; (v) exercises such other powers and duties as from time to time may be assigned to him or her by the Board; and (vi) 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 interim President, and on August 17, 2009, Mr. Bidzos resigned as interim Chief Executive Officer and was re-appointed Executive Chairman. 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. 2021 Proxy Statement 17 VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance Board Committees AUDIT COMMITTEE Members Timothy Tomlinson (Chairperson) Kathleen A. Cote Roger H. Moore Meetings in 2020: 5 Principal Responsibilities 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; • is responsible for the appointment (subject to stockholder ratification), compensation and retention of the independent registered public accounting firm, which reports directly to the Audit Committee; • 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 program. Independence 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. Our Board has determined that each member of the Audit Committee is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Charter 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 available on our Investor Relations website at https://investor.verisign.com/corporate-governance. 18 VeriSign, Inc. VERISIGN PROXY STATEMENT2021    Table of Contents COMPENSATION COMMITTEE Corporate Governance Members Louis S. Simpson (Chairperson) Thomas F. Frist III Jamie S. Gorelick Timothy Tomlinson Meetings in 2020: 5 Principal Responsibilities 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; • produce an annual report on executive compensation for use in the Company’s Proxy Statement; • oversee Verisign’s overall compensation philosophy and approve and evaluate executive officer compensation arrangements, plans, policies, and programs of the Company, and administer the Company’s equity incentive plans for employees; and • periodically review with management the Company’s human capital matters. Independence Each Compensation Committee member has been determined to be 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”). Charter The Compensation Committee operates pursuant to a written charter. The Compensation Committee’s charter is available on our Investor Relations website at https:// investor.verisign.com/corporate-governance. For further information regarding the role of management and the external compensation consultant in setting executive compensation, see “Executive Compensation—Compensation Discussion and Analysis” elsewhere in this Proxy Statement. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Members Kathleen A. Cote (Chairperson) Yehuda Ari Buchalter Thomas F. Frist III Jamie S. Gorelick Roger H. Moore Louis S. Simpson Timothy Tomlinson Meetings in 2020: 4 Principal Responsibilities 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; • develop the Board’s CEO succession planning and evaluation process and oversee succession planning for positions held by senior management; • 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. Each Corporate Governance and Nominating Committee member 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 available on our Investor Relations website at https://investor.verisign.com/corporate-governance. 2021 Proxy Statement 19 VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance CYBERSECURITY COMMITTEE Members Roger H. Moore (Chairperson) D. James Bidzos Yehuda Ari Buchalter Timothy Tomlinson Meetings in 2020: 3 Principal Responsibilities The Board has established a Cybersecurity Committee to assist the Board with its oversight of the Company’s cybersecurity program and risks. The Cybersecurity Committee’s responsibilities include: • reviewing the effectiveness of the cybersecurity program; • reviewing the activities of management’s Safety and Security Council; • reviewing the effectiveness of information security incident response, business continuity and disaster recovery plans, including escalation protocols; • reviewing the budget and resources allocated for the cybersecurity program; and • reviewing the cybersecurity insurance program. Independence Each member of the Cybersecurity Committee other than Mr. Bidzos has been determined by the Board to be an “independent director” under the rules of The Nasdaq Stock Market. Charter The Cybersecurity Committee operates pursuant to a written charter. The Cybersecurity Committee’s charter is available on our Investor Relations website at https:// investor.verisign.com/corporate-governance. Board Nominations and Succession Planning 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 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. 20 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Board Responsibilities Board and Committee Meetings 2020 MEETING ACTIVITY BOARD 5 MEETINGS COMMITTEES 17 MEETINGS COLLECTIVELY ATTENDANCE During 2020, 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. Corporate Governance BOARD ENGAGEMENT AND OVERSIGHT OF COVID-19 As the COVID-19 pandemic developed in 2020, the Board oversaw, and continues to oversee, our response to the ongoing challenges presented by the pandemic, with a focus on the safety and well-being of our employees, executing on business continuity plans for the uninterrupted continuation of our services, and helping our communities. During the course of the pandemic, at its regularly scheduled meetings, the Board received and discussed, and continues to receive and discuss, updates regarding the impact of and response to the pandemic, including with respect to the health and well-being of our workforce, the activities of management’s coronavirus task force, and our operational posture. Board Members’ Attendance at the Annual Meeting We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. One member of the Board attended our 2020 Annual Meeting of Stockholders. Risk Oversight The Board is actively engaged in risk oversight for the Company, including the risks associated with the ongoing COVID-19 pandemic. Throughout the year, the Board and senior management discuss the areas of material risk to the Company. 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. BOARD COMMITTEES 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 Audit Committee oversees the Company’s processes to manage business and financial risk and compliance with 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 and human capital management. The Cybersecurity Committee assists the Board with its oversight of the Company’s cybersecurity program and risks. 2021 Proxy Statement 21 VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance Risk Reporting to the Board and its Committees The chart below shows selected areas of risk and which of the Board committees or the full Board receives regularly scheduled reports from senior management with respect to such area of risk. RISK AREA Cybersecurity/Technology Financial Litigation Enterprise (ERM) Legal and Compliance Compensation/Human Capital Management Strategic AUDIT COMMITTEE COMPENSATION COMMITTEE CYBERSECURITY COMMITTEE FULL BOARD l l l l l l l l l l SPOTLIGHT: CYBERSECURITY RISK OVERSIGHT The Board established the Cybersecurity Committee in February 2020 to assist the Board with its oversight of the Company’s cybersecurity program and risks. The Cybersecurity Committee receives quarterly status reports on the cybersecurity 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 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 the Company’s 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 reviews and discusses the activities of the Council at each regularly scheduled Cybersecurity Committee meeting. Management 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 Senior Vice President, Human Resources, 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 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. Human Capital Management Oversight We recognize the importance of talent and culture in driving an environment that fosters high performance, and we are committed to attracting, developing, and retaining the best talent. The Board monitors our progress in these areas primarily through the Compensation Committee, which receives semi-annual updates from our Senior Vice President, Human Resources and regularly discusses with management a variety of workforce metrics (e.g. workforce demographics, hiring, turnover, and promotion rates, including diversity characteristics for each of these metrics) and related human capital matters. Ethics and Compliance Oversight As part of our commitment to Verisign’s mission and values, we are focused on promoting a culture of ethics and compliance. Our Code of Conduct, which is applicable to directors, executive officers, and employees, represents our values and outlines our approach to ethical conduct and compliance with legal and regulatory requirements, including non-retaliation, anti-corruption, and other similar areas. We have a designated Compliance Officer, who is responsible for implementing and maintaining our ethics and compliance program. The Board oversees our ethics and compliance program (including our Verisign Ethics and Compliance Helpline) primarily through the Audit Committee, which receives quarterly updates from the Compliance Officer and regularly discusses with management the program and its effectiveness. 22 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Other Governance and Ethics Policies and Practices Corporate Governance 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 Investor Relations website under “Ethics and Business Conduct” at https://investor.verisign.com/corporate-governance. 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. 2021 Proxy Statement 23 VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance 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). 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 2020. Certain Relationships and Related Transactions Since January 1, 2020, 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. 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. Environmental, Social and Governance Highlights At Verisign, we take seriously our responsibility to be a good corporate citizen and to support the communities where we live and work. As stewards of the internet, we believe our corporate values are central to our role in helping preserve and enhance the security, stability, and resiliency of key internet infrastructure and services, which billions of people worldwide depend on every second of every day. These values include demonstrating respect and integrity in our interactions with all of our stakeholders. The following summary highlights some of our environmental, social and governance policies and practices. Diversity, Equity and Inclusion 24 VeriSign, Inc. • In 2020, we revised our Corporate Governance Principles to adopt the “Rooney Rule” 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 continue to focus on the hiring, retention, and advancement of women and underrepresented populations. As of December 31, 2020, approximately 29% of our global workforce was female, and approximately 43% of our U.S. employees were ethnically and racially diverse. • 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. VERISIGN PROXY STATEMENT2021Table of Contents Human Capital Management Corporate Governance • We are committed to attracting, developing, and retaining the best talent, and we routinely monitor and present our progress in these areas to executive management and the Compensation Committee through a variety of workforce metrics (e.g. workforce demographics, hiring, turnover, and promotion rates, including diversity characteristics for each of these metrics). • We continue to monitor and adapt to the ongoing challenges presented by the COVID-19 pandemic to ensure the safety and well-being of our employees. • We use employee feedback to monitor employee morale and engagement, including through the use of surveys. During 2020, over 86% of our employees participated in two company-wide employee surveys that were conducted to better understand our employees’ well-being and more effectively guide our response to the COVID-19 pandemic. • We have practices in place to deliver fair and equitable compensation for employees based on their contribution and performance. We benchmark for market practices and regularly review our compensation and benefits against the market to confirm they remain competitive. We also offer a comprehensive set of benefits to our employees. • We are committed to the continued development of our people, as evidenced by regular strategic talent reviews and succession planning, management training, continuous skill development through our online learning and development platform, and learning sessions designed to build our team’s skills and knowledge required for the future. • We are focused on the increasingly competitive labor market, and we are working diligently to attract the best talent from a diverse range of sources. Over the last several years, we have refreshed our employment branding and developed targeted recruitment strategies for specialized skill sets. Ethics and Compliance • We operate a robust ethics and compliance program that is maintained by a designated Compliance Officer and overseen by the Audit Committee. • Our Code of Conduct, which is applicable to directors, executive officers, and employees, represents our mission and values and outlines our approach to ethical conduct and compliance with legal and regulatory requirements, including non-retaliation, anti-corruption, and other similar areas. • 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 others can seek guidance or raise a concern confidentially and anonymously if desired. All reported concerns are reviewed and, as appropriate, investigated. • We conducted an employee-wide ethics and compliance culture survey in 2020 to measure our ethics and compliance culture as well as the effectiveness of our ethics and compliance program. 2021 Proxy Statement 25 VERISIGN PROXY STATEMENT2021Table of Contents Corporate Governance Data Privacy and Cybersecurity • We have adopted a rigorous governance framework for the oversight of Community Impact cybersecurity risk, including a Board-level Cybersecurity Committee and a management-level Safety and Security Council that has a Board liaison. • We implement strong privacy standards in our handling of personal information. • Our business does not involve monetizing personal information. • 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). On an annual basis, we obtain SOC 2 Type II and SOC 3 audit reports from an independent, external third-party accounting firm attesting to our system-level controls relating to the security, availability, and processing integrity of our systems. • We maintain a security awareness program, which is required for all employees, that includes annual information security and compliance training, monthly information security training videos, and regular phishing awareness exercises. • Through Verisign Cares, our philanthropic and charitable program, we seek to make a positive and lasting impact on the global internet community and the communities in which we live and work. • In 2020, we doubled the amount up to which Verisign Cares will match employee donations to qualifying charitable organizations. • Verisign Cares offers employees paid time off to give their time on a regular basis in support of local community organizations. • We support non-profit organizations in the communities in which we live and work, including through periodic blood, toy, food and other donations. • Our direct charitable contributions in 2020 totaled $3.5 million, which include Verisign Cares’ significant contributions to the Equal Justice Initiative during the summer’s eruption of social unrest, and to community organizations, first responders and food banks in regions where we have business operations to help with immediate COVID-related hardship. • To help those whose jobs were displaced by, or perhaps lost to, COVID-19’s economic impact, Verisign Cares entered into its first partnership with Virginia Ready, a newly established nonprofit organization in our home state of Virginia which helps motivated Virginians to reskill for in-demand jobs in high-growth sectors such as our own. 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 “Voting Roadmap—Corporate Governance Highlights” elsewhere in this Proxy Statement. 26 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Proposal 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 2020 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 2022 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. approve, on a non-binding, advisory basis, the compensation of VeriSign, Inc.’s named executive officers as disclosed in the Proxy Statement for VeriSign, Inc.’s 2021 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. FOR The Board recommends a vote FOR the foregoing resolution. 2021 Proxy Statement 27 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive compensation program for our 2020 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 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 Mr. Strubbe was promoted to President and Chief Operating Officer on February 11, 2020. Prior to that, 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 2020, 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 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. Our executive compensation program is designed with the following objectives and program elements: OBJECTIVE 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 PROGRAM ELEMENT Provide a competitive level of total target 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. • 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). 28 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Pay and Performance Relationship Executive Compensation 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. CEO PAY MIX AT TARGET OTHER NEOs AVERAGE PAY MIX AT TARGET Total Performance-Based Compensation1 = 91% Total Average Performance-Based Compensation1 = 84% 1 Performance-Based Compensation = 2020 Annual Target Bonus + 2020 Long-Term Incentive, valued as of the date of the grant. Results of 2020 Say on Pay Vote When the Compensation Committee set compensation amounts for 2021, it considered the results of the 2020 stockholder advisory vote on our executive compensation program. At our 2020 Annual Meeting of Stockholders, our stockholders indicated strong support of our executive compensation program, with over 97% of the votes cast in favor of our executive compensation program. In light of this strong support and based on our review of our program for market competitiveness and alignment with best practices, the Compensation Committee made no significant changes to our overall approach to executive compensation for 2020. Voted in Favor of our Executive Compensation Program at our 2020 Annual Meeting of Stockholders 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 and relevant survey data as well as guidance from the Compensation Committee’s independent compensation consultant, as applicable, before determining compensation amounts. 2021 Proxy Statement 29 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation ELEMENT Base Salary Annual Incentive Bonus Long-Term Incentive Compensation OBJECTIVE Provide a guaranteed level of annual income in order to attract and retain our executive talent. Increases are not automatic or guaranteed. Provide a reward for achieving individual goals and the Company’s financial and strategic goals. Provide an award that both serves a retention purpose and incentivizes executives to manage the Company from the perspective of a stockholder. FACTORS • Job responsibilities and scope • Experience • Individual contributions • Internal pay equity • Company performance • Individual performance • Importance of the executive to Company performance • Individual contributions • Future potential of the executive • Value of executive’s vested and unvested outstanding equity awards 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 reports provided from its compensation consultant as described below in the section titled Role of External Compensation Consultant; • Examines the compensation data of our peer group and reviews broader survey data for technology companies that we believe are comparable to the Company in industry and financial metrics; • 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; • 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 provided by the compensation consultant detailing the CEO’s entire compensation and benefits package and earnings potential from unvested equity awards, and the compensation consultant’s report and recommendations; • 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 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, the compensation consultant’s report regarding peer group data and survey data, and a tally sheet for the executive provided by the compensation consultant detailing the executive’s entire compensation and benefits package and earnings potential from unvested equity awards. Role of Management The CEO annually reviews the peer group market data, comparable industry survey data, the tally sheet data, and the performance of each executive and makes recommendations to the Compensation Committee for base salary adjustments, annual incentive bonuses, and equity awards. 30 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Role of External Compensation Consultant Executive Compensation The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“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, among others, to the Compensation Committee: • Analyzes the annual compensation of each executive, including the CEO, 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 the design of the CEO’s compensation program and provides recommendations for changes as 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 from 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 our executives and non-employee director compensation; • Reviews and provides guidance on our risk assessment of the Company’s incentive plans and arrangements; • Reviews and provides guidance on our 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 2020, the Compensation Committee reviewed FW Cook’s performance, and in December 2020, the Compensation Committee assessed FW Cook’s independence against the independence factors set forth in the applicable Nasdaq rules. The Compensation Committee determined that FW Cook was independent and reengaged FW Cook for 2021. FW Cook performs no other services for the Company, and 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 making 2020 compensation decisions, the peer group consisted of the following companies: Akamai Technologies Alliance Data Systems ANSYS Autodesk Broadridge Financial Equinix F5 Networks Nuance Communications Paychex Factset Research Systems Roper Technologies Fiserv Fortinet Synopsys Teradata Verisk Analytics Cadence Design Systems Global Payments Citrix Systems Intuit At the time the Compensation Committee determined the 2020 peer group, Verisign’s revenue, operating income before depreciation and amortization (“Adjusted Operating Income”), and market capitalization as compared to our 2020 peer group were as follows: first quartile for revenue, third quartile for Adjusted Operating Income, and third quartile for market capitalization. In October 2020, 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 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, the Compensation Committee approved the same 20 peer group companies to be used in setting 2021 compensation. 2021 Proxy Statement 31 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation Base Salary For 2020, 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 D. James Bidzos Todd B. Strubbe George E. Kilguss, III Thomas C. Indelicarto Annual Incentive Bonus 2019 BASE SALARY 2020 BASE SALARY $925,000 $925,000 $565,000 $565,000 RATIONALE FOR ADJUSTMENT $525,000 $450,000 $525,000 $460,000 Mr. Indelicarto received a salary increase to better align with peer group market data. Our 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 2020, the Compensation Committee approved the following VPP bonus targets as a percentage of base salary for our NEOs: NEOS D. James Bidzos(1) Todd B. Strubbe(2) George E. Kilguss, III(1) Thomas C. Indelicarto(1) 2020 BONUS TARGET AS A % OF BASE SALARY 150% 95% 90% 90% (1) VPP bonus target as a percentage of base salary was increased in 2020 to better align with peer group market data. (2) Mr. Strubbe’s VPP bonus target as a percentage of base salary was increased in connection with his promotion to President and Chief Operating Officer on February 11, 2020. 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 that level of funding based on an assessment of individual performance, subject to a maximum of 175% of the executive’s target bonus under the VPP. For 2020, annual incentive bonuses were also subject to the maximum individual bonus payments described below for NEOs under Limitations on Tax Deductibility of Executive Compensation and Annual Incentive Compensation Plan. The Company’s performance goals for the 2020 VPP were approved by the Compensation Committee in December 2019 and were based on two financial measures, weighted equally: (i) revenue and (ii) operating margin. The 2020 VPP required achievement of 98% of the established target for either revenue or operating margin before any funding of the bonus pool based on that metric may occur. The table below illustrates different achievement levels for funding of the 2020 VPP bonus pool (threshold, target and maximum) for each of these financial measures. The table also illustrates actual revenue and operating margin achieved for 2020 and the corresponding funding levels that resulted in a 100% funding for the 2020 VPP bonus pool. 32 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents In order to establish actual award amounts under the VPP, the Compensation Committee also reviewed the CEO’s assessment of individual performance 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 2020 VPP. Executive Compensation NAME D. James Bidzos(1) Todd B. Strubbe(1) George E. Kilguss, III(1) Thomas C. Indelicarto(1) BONUS TARGET AS A % OF BASE SALARY 150% 95% 90% 90% 2020 ACTUAL BONUS PAYMENT FUNDING MULTIPLIER AS A % OF TARGET ACTUAL PAYOUT AS A % OF TARGET ACTUAL PAYOUT AMOUNT ACTUAL PAYOUT AS A % OF BASE SALARY 100% 100% 100% 100% 100% $1,387,500 100% $   536,750 100% $   472,500 100% $   414,000 150% 95% 90% 90% 2020 BASE SALARY $925,000 $565,000 $525,000 $460,000 (1) Messrs. Bidzos, Strubbe, Kilguss and Indelicarto received a bonus payment at the funding multiplier level with no further adjustment. Long-Term Incentive Compensation Equity-based grants are a key element of our total compensation program, and we issue them 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. Individual 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 2020, 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 changes in stockholder value as their value goes up or down with Verisign’s stock price. The performance metrics associated with the 2020 PSUs consist of two measures, each measured over a three-year performance period from January 1, 2020 through December 31, 2022. These measures are: (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 the 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 2020 PSUs at the end of the three-year performance period also provides a strong retention incentive. The Compensation Committee granted equity awards on the basis described above to our NEOs on February 10, 2020 at its regularly scheduled meeting and made an additional grant to Mr. Strubbe on February 11, 2020 in connection with his promotion to President and Chief Operating Officer. Before determining the number of PSUs and RSUs to be granted to each NEO, the Compensation Committee determined the total dollar value of the awards it wished to make to each NEO. The target number of PSUs granted to each of our NEOs was determined by dividing the total dollar value of the award by the closing stock price on the date of grant rounded down to the nearest whole number of shares. The chart below shows the equity awards granted to each NEO in February 2020: NAME D. James Bidzos Todd B. Strubbe(4) George E. Kilguss, III Thomas C. Indelicarto 2020 EQUITY GRANTS TOTAL MARKET VALUE OF EQUITY GRANT(1) GRANT DATE FAIR VALUE PER SHARE TIME-BASED RSUs GRANTED(2) TARGET PSUs GRANTED(3) $7,749,705 $2,999,396 $2,359,635 $1,499,677 $205.83 (5) $205.83 $205.83 15,060 7,290 5,732 3,643 22,591 7,290 5,732 3,643 (1) The total market value of the equity award is the combined value of time-based RSUs and PSUs based on grant date fair value per share. (2) 25% vested on February 15, 2021, and the remainder vests ratably, 6.25% each quarter for three years thereafter. (3) 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, 2020 through December 31, 2022. 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, 2022 from its independent registered public accounting firm. 2021 Proxy Statement 33 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation (4) Mr. Strubbe was awarded an annual equity grant with a total market value of $2,759,769 on February 10, 2020 and also received an equity grant with a total market value of $239,627 on February 11, 2020 in connection with his promotion to President and Chief Operating Officer. Both grants consisted of 50% time-based RSUs and 50% PSUs subject to the same performance criteria noted above. (5) The grant date fair value per share for Mr. Strubbe’s annual equity grant on February 10, 2020 was $205.83. The grant date fair value per share for Mr. Strubbe’s equity grant on February 11, 2020 was $204.46. Vesting of PSUs Granted in 2018 In February 2018, the Compensation Committee granted PSUs with a performance period of January 1, 2018 through December 31, 2020 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 of 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 4.6% to earn awards of 10% of the PSUs granted. In order to receive an award of 100%, attainment of 8.6% CAGR of operating income per share was necessary. Attainment of at least 12.6% CAGR of operating income per share was required to earn awards of 200% of the PSUs granted. In December 2020, the Compensation Committee approved a $6.5 million adjustment to the calculation of CAGR of operating income per share to account for the impact of the sale of the security services contracts in December 2018, which was not contemplated at the time the performance goals for these PSUs were established. In February 2021, the Compensation Committee reviewed the extent of achievement against these performance goals for these PSUs. Based on the adjusted calculation, the CAGR of operating income per share for the performance period was 8.1% (as compared to 7.8% of CAGR of operating income per share if the calculation adjustment had not been made) compared to the target of 8.6%. This resulted in awards of 89% of target (as compared to 82% of target if the calculation adjustment had not been made). The chart below shows the number of PSUs that were earned and vested in February 2021 based on achievement of the performance goals for the performance period. NAME D. James Bidzos Todd B. Strubbe George E. Kilguss, III Thomas C. Indelicarto TOTAL PSUs GRANTED IN 2018 GOAL ACHIEVEMENT ACTUAL PSUs EARNED AND VESTED IN FEBRUARY 2021 37,984 12,480 9,948 6,330 89% 89% 89% 89% 33,805 11,107 8,853 5,633 Other Features of our Executive Compensation Program 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 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. A separate grant committee makes equity awards to non-executives at times other than the annual grant process. 34 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Benefits Executive Compensation 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 in the past 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 considers this type of payment to be appropriate as it encourages Mr. Bidzos to continue to retain and acquire shares in the Company to further align his 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. The Compensation Committee periodically 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 2020. 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, 2020” table elsewhere in this Proxy Statement. Risk Assessment In 2020, we performed a comprehensive assessment of our compensation policies and program design to determine whether risks arising under them would be reasonably 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 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 2020, annual incentive bonuses paid to NEOs remained subject to a maximum bonus amount and a performance goal under the AICP. Under the AICP, for 2020, 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 2020 performance goal under the AICP was the Company’s achievement of operating income in excess of $50 million. For 2020, 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 awards compensation that it determines to be consistent with the goals of our executive compensation program even if any portion of such compensation is not tax deductible. 2021 Proxy Statement 35 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation 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 2020 were Louis A. Simpson, Thomas F. Frist III, Jamie S. Gorelick, and Timothy Tomlinson. All of the members of the Compensation Committee during 2020 were independent directors, and none of the members of the Compensation Committee during 2020 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 2020; 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 2020. 36 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation Tables Summary Compensation Table The following table sets forth certain summary information concerning the compensation of our NEOs for 2020, 2019 and 2018. 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 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 SALARY ($)(1) STOCK AWARDS ($)(2) NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) ALL OTHER COMPENSATION ($)(4) 960,577 7,749,705 925,000 6,999,915 913,461 6,999,855 586,731 2,999,396 562,692 2,759,858 550,000 2,759,828 545,192 2,359,635 521,154 2,299,768 496,154 2,199,900 475,769 1,499,677 450,000 1,399,710 446,154 1,399,816 1,387,500 1,098,438 1,248,750 536,750 483,075 475,200 472,500 405,000 405,000 414,000 360,000 400,000 TOTAL ($) 10,098,502 9,024,073 9,207,786 4,133,347 3,815,845 720 720 45,720 10,470 10,220 9,970 3,794,998 10,470 10,220 3,387,797 3,236,142 9,964 3,111,018 660 648 642 2,390,106 2,210,358 2,246,612 (1) Includes, where applicable, amounts electively contributed by each NEO under our 401(k) Plan. The amounts reported represent base salaries paid to each of the named executive officers for the 2020 fiscal year. Annual base salary for U.S. salaried employees is paid on a bi-weekly schedule over 26 pay periods. Salaries earned in fiscal year 2020 are higher than each executive’s annualized base salary because there were such 27 bi-weekly pay periods in fiscal year 2020 rather than the usual 26. (2) 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 2020 include the following for PSUs: Mr. Bidzos, $4,649,906; Mr. Strubbe, $1,499,698; Mr. Kilguss, $1,179,818; and Mr. Indelicarto, $749,839. Grant date fair value for PSUs granted in 2020, at the maximum achievement level (i.e., 200% payout) would be 159% of the amounts for each executive, calculated using a Monte Carlo simulation model. (3) Amounts shown are for non-equity incentive plan compensation earned during the year indicated but paid in the following year. (4) Amounts in “All Other Compensation” for 2020 include, where applicable, matching contributions made by the Company to the VeriSign, Inc. 401(k) Plan, wellness incentive payment, life insurance payments, and accidental death and dismemberment insurance payments. 2021 Proxy Statement 37 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation Tables Grants of Plan-Based Awards in 2020 The following table shows all plan-based awards granted to our NEOs for 2020 under annual and long-term plans. GRANTS OF PLAN-BASED AWARDS IN 2020 ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS THRESHOLD ($) 346,875 TARGET ($) 1,387,500 MAXIMUM ($) 4,162,500 THRESHOLD (#)(2) TARGET (#)(2) MAXIMUM (#)(2) ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) NAMED EXECUTIVE OFFICER D. James Bidzos GRANT DATE N/A 2/10/2020 2/10/2020 Todd B. Strubbe N/A 134,188 536,750 1,610,250 2/10/2020 2/10/2020 2/11/2020 2/11/2020 George E. Kilguss, III N/A 118,125 472,500 1,417,500 2/10/2020 2/10/2020 Thomas C. Indelicarto N/A 103,500 414,000 1,242,000 2/10/2020 2/10/2020 2,259 22,591 45,182 4,649,906 15,060 3,099,800 670 6,704 13,408 1,379,884 59 586 1,172 6,704 1,379,884 119,814 119,814 586 573 5,732 11,464 1,179,818 364 3,643 7,286 5,732 1,179,818 3,643 749,839 749,839 (1) Each of our NEOs received an annual cash bonus under the VPP and AICP as described in “Compensation Discussion and Analysis” elsewhere in this Proxy Statement. (2) Each of our NEOs was awarded PSUs on February 10, 2020, to be earned based on Company performance and subject to a relative TSR achievement threshold in 2022 and determination to be made after the end of 2022. Mr. Strubbe also received PSUs, which are subject to the same performance criteria noted above, on February 11, 2020 in connection with his promotion to President and Chief Operating Officer. (3) The RSU awards vested 25% of the total award on February 15, 2021 and the remainder vests 6.25% of the total award each quarter thereafter, until fully vested. 38 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Outstanding Equity Awards at 2020 Year-End The following table shows all outstanding equity awards held by our NEOs at the end of 2020 granted under the 2006 Plan. Executive Compensation Tables OUTSTANDING EQUITY AWARDS AT 2020 YEAR-END NAMED EXECUTIVE OFFICER D. James Bidzos Todd B. Strubbe George E. Kilguss, III Thomas C. Indelicarto NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) 2,116 7,911 MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) 457,902 1,711,940 9,234 1,998,238 15,060 3,258,984 1,043 3,900 225,705 843,960 4,550 984,620 6,704 1,450,746 586 126,810 793 3,106 171,605 672,138 3,791 820,372 5,732 1,240,405 529 1,975 114,476 427,390 2,306 499,018 3,643 788,345 STOCK AWARDS 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) 33,805(3) 7,315,402 24,629(4) 5,329,716 22,591(5) 4,888,692 11,107(3) 2,403,555 8,092(4) 6,704(5) 586(5) 8,853(3) 6,743(4) 5,732(5) 5,633(3) 4,104(4) 3,643(5) 1,751,109 1,450,746 126,810 1,915,789 1,459,185 1,240,405 1,218,981 888,106 788,345 GRANT DATE 02/14/2017 02/13/2018 02/13/2018 02/11/2019 02/11/2019 02/10/2020 02/10/2020 02/14/2017 02/13/2018 02/13/2018 02/11/2019 02/11/2019 02/10/2020 02/10/2020 02/11/2020 02/11/2020 02/14/2017 02/13/2018 02/13/2018 02/11/2019 02/11/2019 02/10/2020 02/10/2020 02/14/2017 02/13/2018 02/13/2018 02/11/2019 02/11/2019 02/10/2020 02/10/2020 (1) The RSU awards vest 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. (2) The market value is calculated by multiplying the number of shares by the closing price of our common stock on December 31, 2020, which was $216.40 per share. (3) The Compensation Committee granted PSUs on February 14, 2018, to be earned based on Company performance in 2018, 2019 and 2020. The number of shares shown reflects actual performance achievement of 89% of target. These PSUs vested on the date the Company received an unqualified signed opinion on the Company’s financial statements from its independent registered public accounting firm on February 19, 2021. 2021 Proxy Statement 39 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation Tables (4) The Compensation Committee granted PSUs on February 13, 2019, to be earned based on Company performance in 2019, 2020 and 2021 as determined after the end of 2021. The number of shares shown reflects achievement of the target performance level based on Company performance and relative TSR of Verisign stock compared to the TSR of the S&P 500 for 2019 and 2020. (5) The Compensation Committee granted PSUs on February 10, 2020 and February 11, 2020, to be earned based on Company performance in 2020, 2021 and 2022 as determined after the end of 2022. The number of shares shown reflects achievement of the target performance level based on Company performance and relative TSR of Verisign stock compared to the TSR of the S&P 500 for 2020. Stock Vested in 2020 The following table shows all stock awards vested and the value realized upon vesting by our NEOs during 2020. No stock options were exercised by any of our NEOs during 2020. STOCK VESTED IN 2020 NAME D. James Bidzos Todd B. Strubbe George E. Kilguss, III Thomas C. Indelicarto STOCK AWARDS NUMBER OF SHARES ACQUIRED ON VESTING (#) 148,555 33,256 37,582 28,781 VALUE REALIZED ON VESTING ($)(1) 31,105,933 6,956,278 7,865,662 6,024,944 (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 is employed at will and therefore can be terminated at any time. 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. 40 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Under the CIC Agreements, “change in control” means: Executive Compensation Tables (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 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 50% the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (c) a change in the composition of the Board occurring within a 24-month period, as a result of which fewer than a majority of the directors are incumbent directors; (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; (c) an executive’s willful misconduct or gross negligence resulting in material harm to the Company; or (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 10% of base salary applicable to all senior executives of the Company; (c) a reduction in the executive’s bonus opportunity of 5% or more from the executive’s bonus 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; 2021 Proxy Statement 41 VERISIGN PROXY STATEMENT2021Table of Contents Executive Compensation Tables • 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; • 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 12 months following termination. The following table shows the equity awards that would have vested for our NEOs as of December 31, 2020, as well as the additional cash compensation payable to our NEOs, if any, under the change in control and termination scenarios described above if a change in control had occurred on such date. The value of the accelerated equity is based on the closing price of our common stock on December 31, 2020, which was $216.40 per share. TERMINATION AND CHANGE IN CONTROL BENEFIT ESTIMATES AS OF DECEMBER 31, 2020 NAMED EXECUTIVE OFFICER D. James Bidzos Todd B. Strubbe George E. Kilguss, III Thomas C. Indelicarto VALUE OF CASH AND CONTINUED HEALTH BENEFITS ($)(1) VALUE OF ACCELERATED STOCK AWARDS ($) CHANGE IN CONTROL PLUS QUALIFYING TERMINATION DEATH, DISABILITY OR CHANGE IN CONTROL PLUS QUALIFYING TERMINATION(2)(3) 5,715,562 1,607,105 1,435,417 1,259,857 25,865,210 9,661,178 7,756,858 4,875,492 (1) 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. (2) 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. (3) 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, 2020. 42 VeriSign, Inc. VERISIGN PROXY STATEMENT2021 Table of Contents Equity Compensation Plan Information Executive Compensation Tables 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, 2020. EQUITY COMPENSATION PLAN INFORMATION (A) (B) (C) PLAN CATEGORY Equity compensation plans approved by stockholders(2) Equity compensation plans not approved by stockholders Total 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 660,117 — 660,117 $0.00 $ — $0.00 NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) 10,803,324(3) — 10,803,324 (1) Only includes shares subject to RSUs and the target number of shares subject to PSUs outstanding as of December 31, 2020 that were granted 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 3,059,089 shares as of December 31, 2020. There are no outstanding options or warrants. (2) Includes the 2006 Plan and the 2007 Purchase Plan. (3) Consists of shares available for future issuance under the 2006 Plan and the 2007 Purchase Plan. As of December 31, 2020, an aggregate of 7,744,235 shares and 3,059,089 shares of common stock were available for issuance under the 2006 Plan and the 2007 Purchase Plan, respectively, including 51,355 shares purchased under the 2007 Purchase Plan in January 2021. 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. 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 2020, the annual total compensation of the median employee was $194,590, and the annual total compensation of our CEO, as reported in the Summary Compensation Table in “Executive Compensation” elsewhere in this Proxy Statement, was $10,098,502. Based on this information for 2020, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 52:1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable rules of the Securities and Exchange Commission (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 2020 median employee was determined based on the total 2020 target direct compensation for all our employees (other than our CEO), who were employed as of December 31, 2020, consistent with the approach taken in the 2019 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, 2020, target annual bonus for the 2020 performance year, and the grant date value of annual equity grants in 2020. 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, 2020. Once we identified our 2020 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 2020 total compensation amount for our median employee was then compared to the 2020 total compensation of our CEO as reported in the Summary Compensation Table to determine the pay ratio. 2021 Proxy Statement 43 VERISIGN PROXY STATEMENT2021 Table of Contents 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 2020. 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 In connection with the Board’s establishment of the Cybersecurity Committee in February 2020, the Compensation Committee considered recommendations made by FW Cook, its independent compensation consultant, and determined that it was in the best interests of our Company and our stockholders to provide an annual cash retainer fee of $10,000 to each non-employee Cybersecurity Committee member and an additional annual cash retainer fee of $10,000 to the Cybersecurity Committee Chairperson. On July 20, 2020, the Compensation Committee met to review our overall non-employee director compensation program. As part of this review, the Compensation Committee received a report of competitive market data and compensation practices prepared by FW Cook for the same peer group it used to benchmark executive compensation. For information about the peer group, see “Executive Compensation—Compensation Discussion and Analysis” elsewhere in this Proxy Statement. 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 2020 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 fee for each non-employee Cybersecurity Committee member from $10,000 to $20,000 and (ii) continue to make an annual equity award grant to each director of $250,000 (made solely in the form of 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 “Stock Ownership Information—Stock Ownership Policies.” Non-employee directors received annual cash retainer fees for 2020 as follows (except that for the period from July 20, 2020 through December 31, 2020, each non-employee Cybersecurity Committee member earned a pro rata amount of his annual cash retainer fee at the rate of $20,000 per year): ANNUAL CASH RETAINER Non-Employee Director ADDITIONAL CASH RETAINERS Non-Executive Chairman of the Board(1) Lead Independent Director Safety and Security Council Liaison ADDITIONAL CASH RETAINERS FOR COMMITTEE SERVICE Audit Compensation Corporate Governance and Nominating Cybersecurity $40,000 $100,000 $25,000 $25,000 MEMBER $25,000 $20,000 $10,000 $10,000(3) CHAIRPERSON $15,000 $10,000 $10,000 $10,000(2) (1) The position of “Non-Executive Chairman of the Board” was not held during 2020, and as such no annual retainer fees were paid during this period. (2) Upon the Board’s establishment of the Cybersecurity Committee on February 11, 2020, the additional annual cash retainer fee for the Cybersecurity Committee Chairperson was set at $10,000. (3) Upon the Board’s establishment of the Cybersecurity Committee on February 11, 2020, the additional annual cash retainer fee for each non- employee Cybersecurity Committee member was set at $10,000. This additional annual cash retainer fee was increased to $20,000 on July 20, 2020. 44 VeriSign, Inc. VERISIGN PROXY STATEMENT2021  Table of Contents 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 $600,000, with an exception to allow for up to two times such limit for grants made in the first year of service or first year designated as chairman or lead independent director. Compensation of Directors Non-Employee Director Compensation Table for 2020 The following table sets forth a summary of compensation information for our non-employee directors for 2020. DIRECTOR COMPENSATION FOR 2020 NON-EMPLOYEE DIRECTOR NAME Yehuda Ari Buchalter Kathleen A. Cote Thomas F. Frist III Jamie S. Gorelick Roger H. Moore Louis A. Simpson Timothy Tomlinson FEES EARNED OR PAID IN CASH ($)(1) STOCK AWARDS ($)(2) 63,330 85,000 70,000 70,000 122,204 105,000 123,330 249,815 249,815 249,815 249,815 249,815 249,815 249,815 TOTAL ($) 313,145 334,815 319,815 319,815 372,019 354,815 373,145 (1) Amounts shown represent cash retainer fees earned by each director. (2) 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 2020. The grant date fair value of each award granted to each non- employee director on July 20, 2020 was $249,815 (consisting of 1,203 RSUs valued at $207.66 per share, which was the closing price per share on the grant date). No director held any outstanding awards as of December 31, 2020. 2021 Proxy Statement 45 VERISIGN PROXY STATEMENT2021Table of Contents Proposal 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, 2021, 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. FOR The Board recommends a vote FOR this proposal. 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, 2020 and December 31, 2019, 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 Total Fees 2020 FEES 2019 FEES $1,665,095 $1,630,734 – – 13,966 23,894 – – $1,679,061 $1,654,628 (1) Audit fees consist of fees for the integrated audit of the annual financial statements included in our Annual Reports on Form 10-K, the review of the interim financial statements included in our Quarterly Reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or engagements for those years. (2) Tax fees consist principally of technical tax advice. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Pursuant to 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. 46 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm 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 Mr. Tomlinson (Chairperson), Ms. Cote, and Mr. Moore. The Audit Committee met five times during 2020. 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 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 accounting and financial reporting processes. 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 control over financial reporting, (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 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 Head 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 2020, 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 control over financial reporting, 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 Head of Internal Audit to discuss various legal, accounting, auditing and internal control over financial reporting 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, 2020 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, 2020, for filing with the SEC. This report is submitted by the Audit Committee Timothy Tomlinson (Chairperson) Kathleen A. Cote Roger H. Moore 2021 Proxy Statement 47 VERISIGN PROXY STATEMENT2021Table of Contents Proposal 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 50 shares of our common stock since September 1, 2019. 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: Proponent’s Statement Proposal 4 – Shareholder Right to Act by Written Consent Shareholders request that our board of directors take such steps as may be necessary to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent. This proposal topic won 95%-support at Dover Corporation and 88%-support at AT&T. The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019 after 45%-support for a written consent shareholder proposal. This is close to the 43% VeriSign shareholder vote in 2020. And this BK action was a year before the pandemic put an end to in-person shareholder meetings – perhaps forever. An end to in-person shareholder meetings makes a right to act by written consent more valuable. It currently takes 30% of the shares, that normally vote at our annual meeting, to call for a special shareholder meeting. And any shares not held for an unbroken full year are 100% disqualified in calling for a special meeting. Hence the shareholders who own the required 30% of our stock could determine that they own 51% of our stock when their short-term shares are included. A 51% stock ownership requirement to call a special shareholder meeting is indeed a high percentage. A shareholder right to act by written consent still affords VeriSign management strong protection for a management holdout mentality during the current rapid changing business environment. Any action taken by written consent would still need 60% supermajority approval from the shares that normally cast ballots at the VRSN annual meeting to equal the required majority vote from all VRSN shares outstanding. With the avalanche of bare bones online shareholder meetings in 2020 shareholder engagement and management transparency have taken a big hit. Shareholders are so restricted in online meetings that management will never want to return to the more transparent in-person shareholder meeting format. Shareholders are restricted in making their views known at online shareholder meetings because all constructive questions and comments can be screened out by management. For instance the Goodyear shareholder meeting was spoiled by a trigger- happy management mute button for shareholders. And AT&T would not even allow shareholders to speak. The sole content of an online special shareholder meeting can be a few stilted formalities and the announcement of the vote with an almost total absence of communication, outreach or engagement with shareholders. Now more than ever shareholders need to have the option to take action outside of a shareholder meeting and send a wake-up call to management, if need be, since tightly controlled online shareholder meetings are the Death Valley of shareholder engagement and management transparency. Please vote yes: Shareholder Right to Act by Written Consent – Proposal 4 48 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Proposal 4—Stockholder Proposal to Permit Stockholder Action by Written Consent Company Statement and Recommendation The Board recommends a vote “AGAINST” this proposal: The Board is committed to sound corporate governance policies and practices that promote the long-term interests of all Company stockholders. Following last year’s stockholder vote on a nearly identical proposal from the same proponent and in light of stockholder views, the Board took action to further enhance our stockholders’ ability to call special meetings of stockholders by lowering the special meeting threshold to 10%—matching the lowest threshold in place at S&P 500 companies. After carefully reviewing this proposal and in light of our existing policies and practices, 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 Stockholders At a Meeting Where All Stockholders Can Participate. 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 not require communication to all stockholders and may deny stockholders the ability to participate in major decisions affecting our Company and our 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 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 our 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 69% of the 471 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 As Few As 10% of Our Shares Have the Ability to Call a Special Meeting of Stockholders Outside of the Annual Meeting Cycle. In February 2021, in response to feedback from stockholders, the Board proactively lowered our special meeting threshold from 25% to 10%. Now, one or more stockholders owning as few as 10% of our outstanding common stock may call a special meeting of stockholders. A special meeting permits stockholders, the Board, and Company management to vote on matters in between annual meetings. Unlike action by written consent, a special meeting of stockholders allows all stockholders to participate collectively in a single meeting. The ability for stockholders owning 10% of our outstanding shares to call a special meeting represents a significant right–and one that is significantly more stockholder-friendly than the right at most other S&P 500 companies. Our 10% special meeting threshold is more favorable to stockholders than the special meeting rights at approximately 89.4% of the 471 S&P 500 companies surveyed by FactSet, and only one of our peers provides its stockholders with a comparable special meeting right. Stockholders Owning 3% of Our Shares Already Have the Ability to Nominate Director Candidates for Election to the Board Through the Company’s 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. The Company’s Other Governance Policies Further 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 and that encourage effective, independent Board oversight of our 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. 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, Corporate Governance and Nominating Committee, and Compensation Committee are independent directors. This entrusts oversight of critical matters to independent directors, such as the integrity of the Company’s financial statements, the evaluation of the Board and its committees, and the compensation of executive officers. AGAINST The Board recommends a vote AGAINST this stockholder proposal. 2021 Proxy Statement 49 VERISIGN PROXY STATEMENT2021Table of Contents Stock Ownership Information 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 April 1, 2021, 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. Shares of common stock that are issuable upon vesting of RSUs within 60 days of April 1, 2021 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. 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 Directors and Named Executive Officers D. James Bidzos(6) 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) All current directors and executive officers as a group (11 persons)(12) * Less than 1% of Verisign’s outstanding common stock. 50 VeriSign, Inc. SHARES BENEFICIALLY OWNED NUMBER(1) PERCENT(1) 12,815,613 11.37 % 10,661,073 9.46 % 9,160,998 8.12 % 5,721,534 5.07 % 816,151 2,379 32,454 11,161 16,258 39,731 217,157 15,100 102,759 131,956 50,149 * * * * * * * * * * * 1,435,255 1.27 % VERISIGN PROXY STATEMENT2021 Table of Contents Stock Ownership Information (1) The percentages are calculated using 112,751,950 outstanding shares of common stock on April 1, 2021 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 any shares of common stock that are issuable to such person upon vesting of RSUs within 60 days of April 1, 2021. (2) Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by Warren E. Buffett, Berkshire Hathaway, Inc. and other reporting persons with respect to the beneficial ownership of 12,815,613 shares, as of December 31, 2020. 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 12,815,613 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. (3) Based on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group with respect to the beneficial ownership of 10,661,073 shares, as of December 31, 2020. The Vanguard Group has shared voting power over 181,445 of these shares, sole dispositive power over 10,204,432 of these shares and shared dispositive power over 456,641 of these shares. (4) Based on a Schedule 13G/A filed with the SEC on February 1, 2021 by BlackRock, Inc. with respect to the beneficial ownership of 9,160,998 shares, as of December 31, 2020. BlackRock, Inc. has sole voting power over 8,070,122 of these shares and sole dispositive power over all 9,160,998 of these shares. (5) Based on a Schedule 13G/A filed with the SEC on February 11, 2021 by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation with respect to the beneficial ownership of 5,721,534, as of December 31, 2020. Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation have sole voting power over 5,697,370 of these shares and sole dispositive power over 5,721,534 of these shares. (6) (7) (8) (9) (10) (11) (12) Includes 3,550 RSUs vesting within 60 days of April 1, 2021 held directly by Mr. Bidzos. Includes 217,157 shares held by the Louis A. Simpson Living Trust, under which Mr. Simpson is the trustee. Includes 15,100 shares held by the Tomlinson Family Trust, under which Mr. Tomlinson and his spouse are co-trustees. Includes 1,742 RSUs vesting within 60 days of April 1, 2021 held directly by Mr. Strubbe. Includes 1,402 RSUs vesting within 60 days of April 1, 2021 held directly by Mr. Kilguss. Includes 880 RSUs vesting within 60 days of April 1, 2021 held directly by Mr. Indelicarto. Includes the shares described in footnotes (6)-(11). Stock Ownership Policies 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 our directors and employees (including our executives) from (i) trading in our securities, including derivative securities, while aware of material non-public information or (ii) disclosing material non-public information to unauthorized persons outside of the Company. In addition, under our Insider Trading Policy, our directors and executives may only trade in our securities during approved trading windows after our Compliance Officer has pre-approved the trade. No Shorting, Hedging or Pledging Allowed Our Insider Trading Policy also prohibits our directors and employees (including our executives) 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. 2021 Proxy Statement 51 VERISIGN PROXY STATEMENT2021Table of Contents Information About the Meeting The Annual Meeting will be held on Thursday, May 27, 2021 at 10:00 a.m., Eastern Time. In light of continuing concerns related to COVID-19, we have made the decision to again conduct the Annual Meeting exclusively by remote communication via live webcast (i.e., a virtual-only meeting). No physical Annual Meeting will be held this year. A virtual Annual Meeting provides access for all stockholders while safeguarding the health and safety of our stockholders, directors, officers, employees, and other stakeholders. If you hold your shares as of the record date as a stockholder of record, you or your proxyholder may participate, vote, submit questions during the meeting, and examine, during the meeting, a list of the stockholders of record entitled to vote at the Annual Meeting by accessing www.meetingcenter.io/266478282 and entering the 15-digit control number on your Proxy Card or Notice Regarding the Availability of Proxy Materials and entering VRSN2021 as the meeting password. If you hold your shares as of the record date through an intermediary, such as a bank or broker, you may access the virtual-only Annual Meeting through one of the following options: • Registration in Advance of the Annual Meeting: To register in advance, you must obtain 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 24, 2021. You will then receive a confirmation of your registration, with a control number, by email from Computershare. If you have already voted your shares and then request a legal proxy, your original vote will be invalidated and you will be required to vote your shares again. • Access on the Day of the Annual Meeting Without Prior Registration: Please visit www.meetingcenter.io/266478282 for information on how to access the virtual-only Annual Meeting on May 27, 2021 without prior registration. This option is provided as a convenience to stockholders who hold their shares through an intermediary, but there is no guarantee that it will be available at the time of the Annual Meeting. The inability to provide this option shall in no way impact the validity of the Annual Meeting. To ensure you are able to access the Annual Meeting, we recommend that you register in advance as set forth in the option above. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access www.meetingcenter.io/266478282 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 April 1, 2021, 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 April 13, 2021. Our 2020 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2020, is enclosed with this Proxy Statement for stockholders receiving a paper copy of proxy materials. This Proxy Statement, together with our 2020 Annual Report, can 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 1); (2) FOR the non-binding, advisory resolution to approve Verisign’s executive compensation (Proposal 2); (3) FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal 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 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 112,751,950 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. 52 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Information About the Meeting 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 1), the non-binding, advisory vote to approve executive compensation (Proposal 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 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, 2021 (Proposal 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. 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 reelected 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 2); • the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (Proposal 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 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 of the meeting 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. 2021 Proxy Statement 53 VERISIGN PROXY STATEMENT2021Table of Contents Information About the Meeting Expenses of Soliciting Proxies Verisign will bear 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. 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 SEC. Under this procedure, the firm delivers only one copy of the Notice Regarding the Availability of Proxy Materials or one copy of this Proxy Statement, together with our 2020 Annual Report, 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 an individual copy of this Proxy Statement, together with our 2020 Annual Report, 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. 54 VeriSign, Inc. VERISIGN PROXY STATEMENT2021Table of Contents Other Information Stockholder Proposals and Nominations for the 2022 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—Board Structure and Operations” 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 2022 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 14, 2021. Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement for our 2022 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 2022 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 14, 2021 and no later than 6:00 p.m. Eastern Time on December 14, 2021. 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 2022 Annual Meeting of Stockholders is held more than 30 days before or after the anniversary of our 2021 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 2022 Annual Meeting of Stockholders and no later than 6:00 p.m. Eastern Time on the later of the 120th day prior to our 2022 Annual Meeting of Stockholders or the 10th day following the day on which the date of our 2022 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 27, 2022 and no later than 6:00 p.m. Eastern Time on February 26, 2022. The notice must include the information required by these advance notice provisions. If our 2022 Annual Meeting of Stockholders is held more than 30 days before or more than 60 days after the anniversary of our 2021 Annual Meeting of Stockholders, a stockholder seeking to nominate a candidate for election to the Board or propose any business at our 2022 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 2022 Annual Meeting of Stockholders and no later than 6:00 p.m. Eastern Time on the later of the 90th day prior to our 2022 Annual Meeting of Stockholders or the 10th day following the day on which the date of our 2022 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. 2021 Proxy Statement 55 VERISIGN PROXY STATEMENT2021Table of Contents Other 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 “Information About the Meeting—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 card or voting instruction form 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 Visit our main website at https://www.verisign.com for additional information regarding our products and services, capabilities, technologies, and customer support. Our Investor Relations website at https://investor.verisign.com contains key corporate governance documents, financial information, links to our SEC filings, and a copy of this Proxy Statement, together with our 2020 Annual Report. The contents of our websites are not incorporated by reference into this Proxy Statement. A copy of this Proxy Statement, together with our 2020 Annual Report, will be sent without charge to any stockholder who requests it. Please direct your requests to Verisign Investor Relations at ir@verisign.com (and specify your mailing address). If you have any questions concerning the Annual Meeting or the proposals to be voted on at the Annual Meeting, you may submit your questions to the following address: VeriSign, Inc. Attention: Investor Relations 12061 Bluemont Way Reston, Virginia 20190 or via email at ir@verisign.com Phone: +1 800 922 4917 Int’l: -1 703 948 3447 If you have any questions concerning accounts of stockholders of record, including address changes, name changes, inquiries as to requirements to transfer shares and similar issues, please contact our transfer agent Computershare by calling (877) 255-1918 (U.S.) or +1 (201) 680-6578 (outside the U.S.) or by accessing their website at https://www.computershare.com/us. If you have any questions concerning accounts of stockholders who hold their shares through an intermediary, such as a bank or broker, please contact the intermediary. 56 VeriSign, Inc. VERISIGN PROXY STATEMENT2021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, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ 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 ☐ No ☒ 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 ☒ No ☐ 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 ☒ No ☐ 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. ☐ ☐ ☐ Accelerated filer Smaller reporting company Emerging growth company Large accelerated filer Non-accelerated filer ☒ ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant as of June 30, 2020, was $15.1 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 12, 2021: 113,094,561 shares. Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. DOCUMENTS INCORPORATED BY REFERENCE 2020VERISIGN FORM 10-K TABLE OF CONTENTS Page Item 1. PART I Business ............................................................................................................................................................... Item 1A. Risk Factors ......................................................................................................................................................... Item 1B. Unresolved Staff Comments ................................................................................................................................ Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. 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............................................................................................................... Item 15. Exhibits, Financial Statement Schedules ............................................................................................................. Item 16. 10-K Summary ..................................................................................................................................................... Signatures .................................................................................................................................................................................. PART IV 3 10 19 19 19 19 20 22 23 31 32 57 57 57 58 58 58 58 58 59 62 63 2 2020VERISIGN FORM 10-K For purposes of this Annual Report on Form 10-K (this “Form 10-K”), 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 Reports 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 files containing all active domain names registered in the .com and .net registries. Further, we also 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 zone counts and information on how to obtain access to the zone files can be found at https://www.Verisign.com/zone. 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 and websites 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 Form 10-K or in any other report or document we file. 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. 3 2020VERISIGN FORM 10-K 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., example.com and example.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 registries 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 domain names in characters representing their local language. Our gTLDs and ccTLDs can support standards-compliant domain name 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 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. Government. 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 secure data centers in Dulles, Virginia; Ashburn, Virginia; New Castle, Delaware; and Fribourg, Switzerland as well as more than 100 other sites around the world. Our domain name servers refer requestors to the associated authoritative name servers for second level domains under our TLDs, thus enabling DNS resolution for every .com and .net domain name on the internet and for domain names under a large number of other TLDs. Our servers process more than 215 billion queries daily. Our operations infrastructure operates 24 hours a day, supporting our services. The performance and availability of our infrastructure are critical for our business. Key features of our operations infrastructure include: • Distributed Servers: We operate a large number of high-speed servers globally to support localized capacity and performance demands. In conjunction with our proprietary software, processes and procedures, this global constellation of servers 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. 4 2020VERISIGN FORM 10-K • 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 over the phone, by email and through web-based self-help systems. Our support teams are staffed with trained technical customer support agents. Support is available for customers 24 hours a day, every day of the year. Throughout the COVID-19 pandemic, our support teams have continued servicing our customers while working remotely. 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 monitors our systems 24 hours a day, every day of the year and has continued to be staffed by employees working remotely during the COVID-19 pandemic. 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 data centers with mirrored services that allow failover with no data loss and no loss of function or capacity, as well as a tertiary facility in Switzerland. 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. We periodically operate services at an alternate data center during maintenance windows to ensure the availability of our data centers for disaster recovery. 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 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 ongoing technological developments, shifting channel dynamics, frequent new product introductions, and evolving industry standards. The constantly changing nature of these markets and the continued evolution of security threats will require us to continually improve the performance, features, and reliability of our services, and to introduce both new and enhanced products and services. 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. 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 ASCII 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, 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. Among our competitors operating gTLD and ccTLD registries are China Internet Network Information Center (CNNIC), DENIC, Nominet, Public Interest Registry (PIR), Donuts, GoDaddy, and Radix.  To the extent end-users navigate using search engines or social media, as opposed to direct navigation via domain names, or transact on e-commerce platforms, we face competition from search engines such as Google, Bing, Yahoo!, and Baidu, social media networks such 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 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 5 2020VERISIGN FORM 10-K extent end-users increase the use of 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 industry is characterized by collaborative relationships involving, and consolidation of, our competitors. Our ability to participate and benefit from such collaborative arrangements or consolidations may be limited and such collaborative arrangements and consolidations could harm our competitive position and adversely impact our business. 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 Donuts, CentralNic Ltd., and GoDaddy. 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 this bottom-up 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. ICANN’s multi-stakeholder policy development processes have created and will continue to create policies, programs, and standards that directly or indirectly impact our business. Certain policies can be adopted as Consensus or Temporary Policies, which we are obligated to follow under our agreements with ICANN. For example, in response to the General Data Protection Regulation, ICANN issued a Temporary Policy modifying public access to information from the Whois services delivered by registrars and registries. We are also subject to country-level laws and regulations in the United States and in foreign countries. In China, we are required to maintain licenses for .com and .net TLDs under regulations issued by the Ministry of Industry and Information Technology. The licenses for the .com and .net TLDs must be renewed in 2022. Additionally, in many jurisdictions in which we operate, including California, the European Union, the United Kingdom, China and elsewhere, strict new data security and data privacy regulations have been or are being adopted. Because we do not possess extensive personal information, we have not yet experienced significant impacts from these regulations. However, compliance costs and other business impacts could become significant as regulatory enforcement increases, as courts interpret these regulations, and as new laws and regulations continue to be adopted. Other regulations, or changes to regulations, may also impact our business operations including changes to the Digital Services Act or Network and Information Security Directive, in the European Union, or the Communications Decency Act, in the United States. .com Top-Level Domain Our operation of the .com TLD is subject to the terms of a registry agreement with ICANN (as amended, the “.com Registry Agreement”). The current term of the .com Registry Agreement is six years and must be renewed or extended by November 30, 2024. The .com Registry Agreement contains a “presumptive” right of renewal; although, ICANN could terminate or refuse to renew. See “Risk Factors - Any loss or modification of our right to operate the .com and .net gTLDs could have a material adverse impact on our business and result in loss of revenues.” in Part I, Item 1A of this Form 10-K for further information. Other significant terms within the .com Registry Agreement include performance specifications and service level agreements for the availability of our DNS resolution services, our shared registration system, and our Whois services. The .com Registry Agreement contains marketing limitations, including limitations on our ability to bundle products and the manner in which we provide marketing support to ICANN-accredited registrars. We are also required under the .com Registry Agreement to provide ICANN-accredited registrars with access to our systems to register or take other actions related to domain names. In order to introduce new Registry Services or make material changes to existing Registry Services, we must follow prescribed procedures which permit ICANN to review and approve such services. The .com Registry Agreement requires that on a quarterly basis we pay $0.25 to ICANN for each annual term of a domain name registered or renewed during such quarter. Amendment 3 to the .com Registry Agreement permits an increase to the Maximum Price (as defined in the .com Registry Agreement) 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. The first such six-year period began on October 26, 2018. Amendment 3 also clarified that the restrictions in the .com Registry Agreement relating to vertical integration apply solely to the .com TLD and also clarified that our ability to increase prices by 7% over the previous year due to new ICANN Consensus Policies or documented extraordinary expense may occur only in years where we do not otherwise take the price increases described above. Our operation of the .com TLD is also subject to the terms of a Cooperative Agreement with the DOC. The Cooperative Agreement has undergone various amendments with the most recent, Amendment 35, on October 26, 2018. Amendment 35 extended the term of the Cooperative Agreement until November 30, 2024, which will automatically renew on the same terms 6 2020VERISIGN FORM 10-K 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. Amendment 35 includes the DOC’s consent to the modification of the pricing terms in the .com Registry Agreement (as described above). 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, 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. DOC approval of changes to or the renewal of the .com Registry Agreement was limited by Amendment 35 to only the following circumstances: (1) changes to the pricing provisions (other than as approved in Amendment 35), (2) changes to the vertical integration provisions (other than the clarification approved in Amendment 35), (3) changes to the security, stability and resiliency posture as reflected in the functional or performance specifications (including the service level agreements), (4) changes to the conditions for renewal or termination of the .com Registry Agreement, or (5) changes to the Whois service (except as mandated by ICANN through Temporary or Consensus Policies). As was the case with prior amendments, Amendment 35 is not intended to confer federal antitrust immunity on the Company with respect to the .com Registry Agreement. Finally, Amendment 35 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. .net Top-Level Domain Our operation of the .net TLD is subject to the terms of a registry agreement with ICANN (as amended, the “.net Registry Agreement”). The current term of this agreement is six years and must be renewed or extended by July 1, 2023. The terms of the .net Registry Agreement are substantially similar to the terms of the .com Registry Agreement, except that we are entitled to raise the annual price for new and renewal .net domain name registrations by 10% each year. Root Operations We operate two of the world’s thirteen root servers. Along with the ICANN community, we are involved in discussions to establish criteria for operations of the root server system including the root servers that we operate. We also publish the root zone file, as the Root Zone Maintainer, under the Root Zone Maintainer Service Agreement (“RZMA”) with 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 reference to the text of the complete agreements that are incorporated by reference as exhibits in this Form 10-K. Human Capital Management We recognize the importance of talent and culture in driving an environment that fosters high performance. Our employee value proposition and collaborative working environment allows us to attract a strong talent base to meet the current and future demands of our business. We are committed to attracting, developing, and retaining the best talent, and we routinely monitor and present our progress in these areas to executive management and the Compensation Committee of our Board of Directors through a variety of workforce metrics (e.g. workforce demographics, hiring, turnover, and promotion rates, including diversity characteristics for each of these metrics). As of December 31, 2020, we had 909 employees, of which 907 were full-time. 839 employees (representing approximately 92% of our total workforce) were based in the U.S., and 70 employees (representing approximately 8% of our total workforce) were based outside the U.S. As of December 31, 2020, approximately 29% of our global workforce was female, and approximately 43% of our U.S. employees were ethnically and racially diverse. No U.S.-based employees are represented under collective bargaining agreements. Based on periodic monitoring, we believe that our employee turnover rate is low compared to competitive benchmarks and historical trends. We attribute our strong retention rates to our passion and focus on the Company’s mission, values, continual development of talent, and provision of competitive and equitable reward programs. We regularly review our workforce policies, procedures, and training programs, as well as our overall workforce demographics, in an effort to create a work environment that is diverse, equitable, inclusive, and free from discrimination. 7 2020VERISIGN FORM 10-K Key human capital areas that we focus on in managing our business include Employee Engagement and Retention, Compensation and Employee Benefits, Talent Development, and Talent Acquisition. • Employee Engagement and Retention: We use employee feedback to monitor morale and engagement. During 2020, we conducted two surveys to better understand our employees’ well-being during the COVID-19 pandemic and to more effectively guide our response. Over 86% of the employee population participated in these surveys. The results indicated high satisfaction rates with our response to the pandemic, as well as our communications during the pandemic. In addition, the survey results indicated that our employees remain highly engaged. In a separate Ethics and Compliance survey, which 90% of our employees completed, the results indicated that our employees believe we live our values and have a culture that is inclusive and ethical. We are a diverse organization, and we believe that drives stronger performance, better decision making, and a culture where differences are valued. We continue to focus on the hiring, retention, and advancement of women and underrepresented populations. Moreover, when we hire talent, they tend to stay. The average tenure of our employees is approximately 8 years and we maintain comparatively low employee turnover rates. • Compensation and Employee Benefits: To align with our philosophy of providing compelling total rewards, we have practices in place to deliver fair and equitable compensation for employees based on their contribution and performance. We benchmark for market practices and regularly review our compensation and benefits against the market to confirm they remain competitive. We also offer a comprehensive set of benefits. • Talent Development: We are committed to the continued development of our people. Strategic talent reviews and succession planning occur on a regular basis. Our management training is designed to increase capability in the areas of communication, engagement, coaching, conflict management and business skills, and to foster an ethical, supportive work environment free from bias and harassment. We sponsor continuous skill development for all employees through our online learning and development platform. In addition, we host a series of in-person and on-demand learning sessions designed to build our team’s skills and knowledge required for the future. • Talent Acquisition: We are focused on the increasingly competitive labor market, and we are working diligently to attract the best talent from a diverse range of sources. Over the last several years we have refreshed our employment branding and developed targeted recruitment strategies for specialized skill sets. In 2020, we hired 111 new employees. During the COVID-19 pandemic, the safety and well-being of our employees has remained a key focus. Beginning in March 2020, we transitioned approximately 95% of our employees to a work-from-home status. To protect the health of our employees who work on site, we have implemented rigorous cleaning and safety protocols for our facilities. We adjusted employee leave and other policies with the intention of ensuring that our workforce had the flexibility it needed to manage personal challenges arising from the pandemic. We enhanced mental health resources available to our employees, and unique individual requirements are supported to the greatest degree possible. In addition, we have taken steps to ensure that our employees have the equipment and resources that they require to work remotely. Finally, to reinforce our connection with our employees, we have significantly increased leadership updates and management outreach. The health and well-being of our workforce remain a priority. The following table shows a comparison of our consolidated employee headcount, by function: As of December 31, 2020 2019 2018 Employee headcount by function: Cost of revenues ............................................................................................................................ Sales and marketing ....................................................................................................................... Research and development ............................................................................................................ General and administrative ............................................................................................................ Total ........................................................................................................................................ 235 68 260 346 909 259 71 214 328 872 281 84 219 316 900 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 patent applications with respect to certain of our technologies in the U.S. Patent and Trademark Office and 8 2020VERISIGN FORM 10-K 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 consider opportunities for strategic growth and use of our patent portfolio. 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 hundreds of 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. Information About Our Executive Officers The following table sets forth information regarding our executive officers as of February 19, 2021: Name D. James Bidzos ........................................................ Todd B. Strubbe ........................................................ George E. Kilguss, III ............................................... Thomas C. Indelicarto ............................................... Age Position 65 Executive Chairman and Chief Executive Officer 57 President and Chief Operating Officer 60 Executive Vice President, Chief Financial Officer 57 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. From 1997 to 2000, he served as the Chief Financial Officer of Stratos Global Corporation, a mobile satellite services company. 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. 9 2020VERISIGN FORM 10-K 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. Additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of the risks discussed below. Cybersecurity and Technology Risk Factors Attempted security breaches, including from the exploitation of vulnerabilities, cyber-attacks and Distributed Denial of Service (“DDoS”) attacks against our systems and services increase our costs, expose us to potentially material liability, and could materially harm our business and reputation. As an operator of critical internet infrastructure, we experience a high rate of cyber-attacks and attempted security breaches targeting our systems and services, including the most sophisticated forms of attacks, such as advanced persistent threat attacks and zero-hour threats. The forms of these attacks are constantly evolving and may involve methods, tools and strategies that have not been previously identified or observed until the moment of launch, or until sometime after, making these attacks virtually impossible to anticipate and difficult to defend against. In addition to external threats, our systems and services are subject to insider threat risks, including physical or electronic break-ins, sabotage, and from suppliers, such as consultants and advisors, SaaS providers, hardware, software, and network systems manufacturers, regional internet registries, and other vendors, or from current or former contractors or employees. These threats and any resulting security breach can arise from intentional or unintentional actions. Our continued exposure to these threats and the potential that they could lead to material liability claims against us requires us to expend significant financial and other resources. Our failure to identify, remediate and mitigate security threats, including insider threats, could result in material harm to our business, including loss of or delay in revenues, failure to meet contracted service-level obligations, material liability claims, failure to maintain market acceptance, injury to our reputation, and increased costs, and could call into question our ability to preserve the security and stability of the internet. Security vulnerabilities in our systems and our vendors’ systems, including vulnerabilities in third party software and hardware, pose a material risk to our operations. We use externally-developed technology, systems and services, including both hardware and software, for a variety of purposes, including compute, storage, encryption and authentication, back-office support, and other functions. We have developed policies and procedures to reduce the impact of security vulnerabilities in system components, as well as at any vendors where our data is stored or processed. However, 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. Our failure to identify, remediate and mitigate security vulnerabilities, including any potential failure to timely replace and upgrade network equipment, servers, or other technology assets, could result in material harm to our business, including loss of or delay in revenues, failure to meet contracted service-level obligations, material liability claims, failure to maintain market acceptance, injury to our reputation, increased costs, and call into question our ability to preserve the security and stability of the internet. In addition, our networks have been, and likely will continue to be, subject to DDoS attacks. Recent industry experience has demonstrated that DDoS attacks continue to grow in size and sophistication and have the ability to widely disrupt internet services. In recent years, the size of DDoS attacks has grown rapidly. 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 DDoS 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 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. We are employing new technologies and new and different services and capabilities to help mitigate DDoS attacks. If these new technologies, services and capabilities are not effective, our networks could be disrupted, our response times could increase, our ability to meet our contracted service level obligations could be negatively impacted, and our ability to provide reliable service to our customers and the broader internet community could be impeded.  10 2020VERISIGN FORM 10-K We may introduce undetected or unknown defects into our systems or services, which could materially harm our business and harm our vendors or our customers. Despite testing, services as complex as those we offer or develop could contain undetected defects or errors, 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. Performance of our services, whether or not defective, could have unforeseen or unknown adverse effects on the networks over which they are delivered, on internet users and consumers, and on third-party applications and services that use our services, any of which could result in legal claims against us. While we strive to prevent, detect and remediate defects or errors, they can and do occur and they could result in our inability to meet customer expectations in a timely manner, failure to meet our contracted service level obligations, injury to our reputation, and increased costs. Our infrastructure and services are subject to vulnerabilities in the global routing system for the internet, as well as risks arising from internet services providers’ increasing adoption of the Resource Public Key Infrastructure system. Routing on the internet depends on the Border Gateway Protocol (“BGP”), which is a protocol that relies on networks within the internet infrastructure acting in a trustworthy manner when sharing information about destinations for connectivity and the routing of internet traffic. As a trust-based protocol, BGP has a number of vulnerabilities that may lead to outages or disrupt our services, including as a result of “route hijacks” that involve accidental or malicious rerouting of internet traffic, or “route leaks” that involve the malicious or unintentional propagation of routing information beyond the intended scope of the originator, receiver, and/or one of the networks along the route’s path. Both route hijacks and route leaks can result in partial or full rerouting of internet traffic for the impacted destinations. These events, which are beyond our control, could enable an array of attack conditions or service disruptions, and could result in adverse publicity and adversely affect the public’s perception of the security of e-commerce and communications over the internet, as well as of the security or reliability of our services.  To address internet routing system vulnerabilities, many internet service providers are beginning to adopt and apply internet reachability policies based on a system known as the Resource Public Key Infrastructure (“RPKI”) operated by the regional internet registries (“RIRs”). The RIRs allocate internet number resources, such as internet protocol addresses, to enterprises and network operators. We have limited visibility into the maturity of and investment in the RIRs’ operational and security controls, which are outside of our control. When the availability, integrity, or confidentiality of any of the information in the RPKI system, or systems used to maintain and administer RPKI data and systems, are impacted or otherwise compromised in any of the RIRs, or any network operator that is a relying party of the RPKI system, or the operations or ingestion of data from the RPKI system are otherwise impacted by a known or unknown vulnerability, our services may be negatively impacted. Such impacts may include degraded or full loss of reachability of service addresses in the global internet routing system, resulting in degradation or complete loss of availability of our services. A compromise of the RPKI system and related services, or unintentional or unauthorized manipulation of data therein, may also result in other denial of service attack conditions for our infrastructure and services. The systemic dependencies introduced by RPKI and relying parties of the RPKI system, including network service providers, are outside of our control and are only as secure as the weakest elements of the RPKI system. We may contract with one or more RIRs to employ RPKI, which carries material operational risks, as described above, as well as material contractual risks, which may expose us to service disruptions and material liability.  We could encounter system interruptions or systems failures resulting from activities beyond our direct control that could materially harm our business. 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, intentional acts of vandalism, terrorist attacks, unintentional mistakes or errors. Our systems and operations also face risks inherent in, or arising from, the terms and conditions of our agreements with service providers to operate our networks and data centers. We are also subject to state suppression of internet operations. Any of these problems or outages could create potential liability and exposure, including from a failure to meet our contracted service level obligations, and could decrease customer satisfaction, harming our business, or resulting in adverse publicity and damage to our reputation or call into question our ability to preserve the security and stability of the internet. Our data centers, including the Shared Registration Systems located at our data centers, and our resolution systems are vulnerable to damage or interruption, which could impede our ability to provide our services, expose us to liability, and harm our reputation. 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 expanding some of our data center services to a leased data center facility. These data centers are vulnerable to damage or interruption, including from fires, earthquakes, hurricanes, floods, power loss, hardware or system failures, physical or electronic break-ins, human error or interference. We are also updating our network architecture in several of our new and existing data centers. If our data center facilities or the updated 11 2020VERISIGN FORM 10-K network architecture do not operate as expected, including the ability to quickly switch over between sites, we could experience service interruptions or outages. A failure in the operation of our Shared Registration System could result in the inability of one or more registrars to register or manage domain names for a period of time. If such a registrar has not implemented robust services in a manner that preserves transactions until processed by the registry, then the failure in the operation of our Shared Registration System could result in permanent loss of transactions at the registrar during that period. A failure in the operation of our Shared Registration System could also impact our ability to provide up-to-date information in our resolution systems, which could result in breaches of our service level obligations pertaining to our resolution services as well as impacting the resolution of domain names on the internet. Although we carry insurance, we do not carry insurance or designated 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 or may choose to discontinue their service. 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, the .gov registry, or other network functions, could result in (1) a DNS resolution or other service outage or degradation, (2) the deletion of one or more TLDs from the internet for a period of time, (3) the deletion of one or more second-level domain names from the internet for a period of time, or (4) 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. Any of these problems or outages could create potential material liability and exposure from litigation and investigations, could result in a failure to meet our service level agreements, and could decrease customer satisfaction, harming our business. These problems could also result in adverse publicity, decrease the public’s trust in the security of e-commerce, or call into question our ability to preserve the security and stability of the internet. We retain certain customer and employee information in our data centers and various domain name registration systems. 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 jeopardize the security of information we retain or that is retained in the computer systems and networks of our customers. In such an event, we could face material liability and exposure from litigation and investigations, fail to meet contracted service level obligations, or be at risk for loss of various security and standards-based compliance certifications needed for operation of our businesses, and customers could be reluctant to use our services, any of which could also 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. We face risks from the operation of the root server system and our performance of the Root Zone Maintainer functions under the RZMA. Although the overall root server system is redundant and dispersed, a failure or interruption in the operation of the root server system could impact the effectiveness of our .com and .net authoritative servers and therefore negatively impact directory services necessary for the operation of the internet. We also have an important operational role in support of a key Internet Assigned Numbers Authority (“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 the RZMA with ICANN. If we make errors in the publication of the root zone, we may be subject to material claims challenging the RZMA or our performance under it, including tort claims, and we may not have immunity from, or sufficient indemnification or insurance for, such claims. Contractual, Regulatory, Legal and Compliance Risk Factors Any loss or modification of our right to operate the .com and .net gTLDs could have a material adverse impact on our business and result in loss of revenues. Substantially all of our revenues are derived from our operation of the .com gTLD under our Cooperative Agreement with the DOC and our .com Registry Agreement as well as our operation of the .net gTLD under our .net Registry Agreement. Any loss or modification of our right to operate the .com and .net gTLDs could materially and adversely impact our ability to conduct our business and result in loss of revenues. Our .com and .net Registry Agreements contain “presumptive” rights of renewal upon the expiration of their current terms on November 30, 2024 and June 30, 2023, respectively. ICANN could refuse to renew upon expiration or terminate our .com Registry Agreement or our .net Registry Agreement if, upon proper notice, (1) we fail to cure a fundamental and material breach of certain specified obligations, and (2) we fail to timely comply with a final decision of an arbitrator or court. Additionally, each of the .com and .net Registry Agreements provide that if certain terms of these agreements are not similar to such terms generally in effect in the registry agreements of the five largest gTLDs, then a 12 2020VERISIGN FORM 10-K renewal of these agreements would be upon terms reasonably necessary to render such terms to be similar to the registry agreements for those other gTLDs. Any such terms, if they apply, could be unfavorable to us and have a material adverse impact on our business. Standard renewals of the .com Registry Agreement do not require further DOC approval, although the prior written approval of the DOC is required for the removal of, or any changes to the pricing section (other than as approved in Amendment 35 to the Cooperative Agreement) and for changes to certain other specified terms whether such removal or changes is made at a renewal or otherwise. We can provide no assurances that DOC approval would be provided upon our request for any of these changes. In addition, under Amendment 35 to the Cooperative Agreement, we have agreed to continue to operate the .com gTLD 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 our binding letter of intent with ICANN, 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. Changes or challenges to the pricing provisions in the .com Registry Agreement could have a material adverse impact on our business. Under the terms of the .com Registry Agreement, we may increase the annual fee of each .com domain name registration or renewal by up to 7% over the previous year in each of the final four years of each six-year period. We can provide no assurance that we will exercise such right to increase the annual fee. In addition to this contractual right, we are entitled to increase the annual fee of each .com domain name registration or renewal by up to 7% due to the imposition of any new specifications or policies adopted by ICANN pursuant to the procedures set forth in its bylaws and due process (“Consensus Policies”) or documented extraordinary expense resulting from an attack or threat of attack on the security and stability of the DNS (an “Extraordinary Expense”). In addition, our ability to increase the price for .com domain name registrations and renewals due to a Consensus Policy or Extraordinary Expense may occur only in years in which we do not increase the price for .com domain name registrations and renewals as described above. It is uncertain whether circumstances would arise that would permit us to take 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. A failure to seek and obtain a price increase due to a Consensus Policy or Extraordinary Expense, when available, could negatively affect our operating results. We also have the right under the Cooperative Agreement to seek the removal of these pricing restrictions on the .com TLD if we demonstrate to the DOC that market conditions no longer warrant these restrictions. However, it is uncertain whether we will seek the removal of these restrictions, or whether the DOC would approve the removal of these restrictions. Our .com Registry Agreement, including its pricing provisions, has faced, and could face in the future, challenges, including possible legal challenges, or challenges under ICANN’s accountability mechanisms, from ICANN, registrars, registrants, and others, and any adverse outcome from these 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 internationally 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 internationally to the internet or the domain name industry have imposed and may in the future impose new costs and new restrictions on our business. Laws and regulations, including those designed to restrict who can register and who can distribute domain names or require registrants to provide additional documentation to register domain names, have, and may in the future, impose significant additional costs on our business and subject us to additional liabilities or could prevent us from operating in certain jurisdictions. For example, the government of China has indicated that it will issue, and has issued, 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. Registries, including us, and China-based registrars are also required by some of these regulations to obtain a government-issued license for each TLD operating in China. Any failure to obtain the required licenses, or to comply with any license requirements or any updates thereto, by us or our China-based registrars could impact our current and future business in China. In addition, laws have been, and may be in the future, adopted that are designed to restrict counterfeit goods or intellectual property violations such as cybersquatting or that restrict the transfer of data. The costs of complying or failing to comply with these laws and regulations could limit our ability to operate in our current locations, expose us to compliance costs and substantial liability, and result in costly and time-consuming litigation. Similarly, the European Union’s General Data Protection Regulation, which greatly increases the jurisdictional reach of European Union law and adds broad new 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, such as California with 13 2020VERISIGN FORM 10-K the California Consumer Privacy Act, have enacted or are enacting data protection laws regulating or limiting the collection, storage, and processing of personal data as well as granting new rights to data subjects. To conduct our operations, we regularly move data across national borders and receive data originating from different jurisdictions, and consequently we are subject to these continuously evolving and developing laws and regulations both in the United States and internationally regarding privacy, data protection and data security. The scope of the laws and regulations that are applicable to us is often uncertain and may be conflicting, particularly with respect to international laws and regulations. These evolving legal, regulatory and compliance frameworks could impose significant costs for us that are likely to increase over time. In addition, as we market our TLDs in international locations, we are likely to raise our profile in certain foreign countries thereby increasing the regulatory and other scrutiny of our operations. Any negative developments arising from such increased scrutiny could diminish demand for our domain names, increase our costs of regulatory compliance, affect our reputation, expose us to liability, penalties or fines, force us to change our business practices or otherwise materially harm our business. Our international operations expose us and 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 locations have required, and will continue to require, significant management attention and resources. We may also need to tailor some of our services for a particular location 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 locations or expand our presence in existing locations. 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: • • • • • • • competition with companies in international locations or other domestic companies entering international locations in which we operate, as well as local governments actively promoting ccTLDs that we do not operate; political and 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 international operations; currency exchange rate fluctuations; potential problems associated with adapting our services to technical conditions existing in different countries; difficulties in 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 international jurisdictions; • • • • additional vulnerability from terrorist groups targeting U.S. interests abroad; potentially conflicting or adverse tax consequences; reliance on third parties in international locations in which we only recently started doing business; and potential concerns of international governments or customers and prospects regarding doing business with U.S. technology companies due to alleged U.S. government data collection policies. Escalating political tensions between the United States and China in particular may pose additional risks to our business in China. Since 2018, the United States and China have imposed tariffs on certain of each other’s exports. In 2019 and 2020, the U.S. government announced restrictions on trading with certain Chinese companies. The Chinese government subsequently announced actions that, if implemented, could impose additional restrictions on the Chinese operations of non-Chinese companies. These and future government actions impacting our ability to operate in China may cause our management’s attention to be diverted, our reputation to be damaged, or our business in China to be adversely affected. 14 2020VERISIGN FORM 10-K 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 international 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. 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”) plans to issue a final report 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 OECD’s member states, there could be significant modifications in the way multinational corporations are taxed. In addition, some international tax jurisdictions, independent of the OECD, have enacted or may 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 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 business faces risks arising from ICANN’s consensus and temporary policies, technical standards and other processes. Our Registry Agreements with ICANN require us to implement Consensus Policies and changes mandated by ICANN through temporary specifications or policies (“Temporary Policies”). ICANN could adopt Consensus Policies or Temporary Policies that (1) are unfavorable to us as the registry operator of .com, .net and other gTLDs that we operate, (2) are inconsistent with our current or future plans, (3) impose substantial costs on our business, (4) subject the Company to additional legal risks, or (5) affect our competitive position. These Consensus Policies or Temporary Policies could have a material adverse effect on our business. For example, ICANN has adopted a Consensus Policy that would require us to receive and display registrants’ personal and contact information and designated administrative and technical contact information (“Thick Whois data”) for .com and .net, although that Policy is undergoing modification by a new Consensus Policy that may make such transfer of Thick Whois data optional. We can provide no assurances that such a modification will occur or that we would not choose to receive and display Thick Whois data for our .com and .net registries under it. The costs of complying or failing to comply with Consensus and Temporary Policies could expose us to compliance costs and substantial liability and exposure, and result in costly and time-consuming investigations or litigation.  Our Registry Agreements with ICANN require us 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, or new 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, or new standards, could have a material adverse effect on our business. 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. If ICANN fails to uphold or significantly redefines the multi-stakeholder model, it could harm our business. 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 its accountability through an 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, 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. 15 2020VERISIGN FORM 10-K Claims, lawsuits, audits or investigations in which we are or could become involved may result in adverse outcomes to our business. We are, and may in the future become, involved in claims, lawsuits, audits and investigations, including intellectual property litigation and infringement claims. Litigation is inherently unpredictable, and unexpected judgments or excessive verdicts do occur. In addition, proceedings that we initially view as immaterial 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, and may have a material adverse effect on our financial condition, results of operations and cash flows. For example, the current arbitration proceeding against ICANN challenging the validity of ICANN’s award of the .web gTLD to us could adversely affect our ability to operate the .web gTLD. 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. Strategic, Business and Operating Risk Factors The effects of the COVID-19 pandemic have impacted how we operate our business, and the extent to which the effects of the pandemic will impact our business, operations, financial condition and results of operations remains uncertain. The United States and the global community we serve are facing unprecedented challenges posed by the COVID-19 pandemic. The pandemic, and the preventative measures taken in response to the pandemic (including “shelter-in-place” or “stay-at-home” and similar orders issued by international, federal, state or local authorities and the subsequent relaxation and re-imposition of such orders), have resulted in, and are expected to continue to result in, significant volatility, business and economic disruptions and uncertainty. In response to the pandemic, we have taken steps to protect our employees, including arranging for most of our employees to work remotely, while we continue to operate all of our services, including our registry services for .com and .net and our root operations. However, the extent to which the effects of the pandemic will continue to impact our business, operations, financial condition and results of operations remains uncertain and depends on numerous evolving factors that we may not be able to control or predict, including: • • • • • • the duration and scope of the pandemic; the extent and effectiveness of responsive actions, including the relaxation and re-imposition of orders by authorities and the delivery and administration of vaccines, and the impact of these and other factors on our employees, customers and vendors; the impact of the pandemic on our key personnel and other employees (including the impact of work-from-home arrangements on employee productivity and morale); the extent to which we are able to maintain and replace critical internet infrastructure components when necessary; our continued ability to execute on business continuity plans for the maintenance of our critical internet infrastructure while most of our employees continue to work remotely; and any negative impact on the demand for new and renewal domain name registrations resulting from the economic disruption caused by the pandemic and responses thereto. Further, the impact of COVID-19 and the volatile regional and global economic conditions stemming from the pandemic may also precipitate or exacerbate other risks discussed in these Risk Factors, any of which could have a material effect on us. As of the date of this Form 10-K, our financial condition and results of operations have not been adversely impacted by the COVID- 19 pandemic. Regardless, this situation is uncertain and additional effects may arise that we are not presently aware of or that we currently do not consider present material risks to our operations. If we are unable to successfully respond to and manage the impact of the pandemic, and the resulting responses to it, our business, operations, financial condition and results of operations could be adversely impacted, and the impact could be material. 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. We face competition from services that provide an online identity or presence, including other gTLD and ccTLD registries. In order to remain competitive and retain our market position, we must continually demonstrate the safety, security, and resiliency of our services and must adopt and support new technologies to adapt our services to changing technologies, market conditions, and our customers’ and internet users’ preferences and practices. If we do not successfully evolve and demonstrate the value of our services, we may not be able to compete effectively with current or future competitors, and such competitive pressures could materially harm our business. In addition, competing technologies developed by others or the emergence of new industry standards may adversely affect our competitive position or render our services or technologies 16 2020VERISIGN FORM 10-K noncompetitive or obsolete. Finally, consolidation within our industry has occurred and is likely to continue to occur. Our ability to participate and benefit from such consolidations may be limited and consolidation within our industry amongst our competitors could harm our competitive position and adversely impact our business. We have been designated as the registry operator for certain new gTLDs, including certain IDN gTLDs. Our new gTLDs may not be as or more successful than the new gTLDs obtained by our competitors. In addition, our new gTLDs may face additional universal acceptance and usability challenges and 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. See the “Competition” section in Part I, Item 1 of this Form 10-K for further information. The evolution of technologies or internet practices and behaviors, the adoption of substitute technologies, or wholesale price increases of our domain names may negatively impact the demand for the domain names for which we are the registry operator. The growth of technologies, including social media, mobile devices, apps and the dominance of search engines, has evolved and continues to evolve, changing the internet practices and behaviors of consumers and businesses. These ongoing changes can negatively impact the demand for our domain names. In addition, registrants purchase domain names for a variety of reasons, including personal, commercial, and investment reasons. Changes in the motivation of domain name registrants can negatively impact our business. Technology changes to web browser or internet search technologies could reduce demand for domain names. Similarly, if internet users’ preferences or practices shift away from recognizing and relying on web addresses or if internet users were to significantly decrease the use of web browsers in favor of applications to locate and access content demand for our domain names could be negatively impacted. Demand for our domain names could be negatively impacted by new technologies that significantly decrease the use of domain names to develop and protect an online identity. New technologies that encourage internet users to expand the use of third-level domains or alternate identifiers, such as identifiers from social networking, e- commerce platforms and microblogging sites, could also negatively impact the demand for our domain names. In addition, demand for domain names in our TLDs could be impacted by alternative TLDs that are operated outside the single authoritative root zone have been and continue to be proposed, for example, as part of certain blockchain namespace systems. To the extent that web browsers, applications, registrars and DNS resolvers recognize and support such TLDs, and that internet users are able to perform online operations with such TLDs, demand for domain names in TLDs in the single authoritative root zone, including our TLDs, could be negatively impacted. Some 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. Some registrars and registrants seek to generate revenues by registering domain names specifically for website advertising. 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 domain names used for this purpose, which has resulted in, and may continue to result in, a decrease in demand and/or the renewal rate for such domain names. In addition, if spending on online advertising and marketing is reduced, this may result in a further decline in the demand for domain names used for this purpose. Under the terms of the .com Registry Agreement, as amended, we may increase the annual fee of each .com domain name registration or renewal by up to 7% over the previous year in each of the final four years of each six-year period. To the extent we increase wholesale prices, there could be a decrease in the demand and/or renewal rates for .com domain names. If we fail to expand our services into developing and emerging economies in foreign locations, our business may not grow. We seek to serve many new, developing and emerging economies in foreign locations to grow our business. These economies are rapidly evolving and may not grow or even if they do grow, our services may not be widely used or accepted there. Accordingly, the demand for our services in these locations is uncertain. Factors that may affect acceptance or adoption of our services in these locations include: • regional internet infrastructure development, expansion, penetration and adoption, and the development, maturity and depth of our sales channels; 17 2020VERISIGN FORM 10-K • • • • • acceptance and adoption of substitute products and services that enable online presence without a domain name, including social media, e-commerce platforms, website builders and mobile applications; increased acceptance and adoption of other substitute products and services, including ccTLDs or other gTLDs; 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; and government regulations affecting the internet, internet access and availability, domain name registrations or the provision of registry services, data security or data localization, e-commerce or telecommunications. If our services are not widely accepted or adopted in these locations, our business may not grow. Our business depends on registrars and their resellers maintaining their focus on marketing our products and services. All of the domain name registrations and renewals for the registries we operate occur through registrars. Registrars and their resellers engage in 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, including vertical integration by registrar or reseller industry participants, could result in significant changes to their businesses, operating models, and cost structures. These changes could include reduced marketing efforts or other operational changes that could adversely impact the demand and/or the renewal rates for the domain names for which we are the registry operator. With the introduction of new gTLDs, many of our registrars and resellers 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 new gTLDs, and some also sell and support their own services for websites such as email, website hosting, and other services. 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 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. We depend on highly skilled employees to maintain and provide innovative solutions for our business, and our business could be harmed if we are not able to attract and retain such qualified talent. Our business is highly technical and requires individuals skilled and knowledgeable in unique technologies, configurations, operating systems, and software development tools. We depend on the knowledge, experience, and performance of our highly skilled employees and leaders to effectively manage and provide innovative solutions for our business. For example, we require employees with expertise in DNS operations and with certain cybersecurity specialties. Because such employees are in high demand by our competitors and other companies, we must be able to attract, integrate, retain and motivate such highly skilled employees and leaders, and we must implement succession plans for these employees, or our business could be harmed. Intellectual Property Risk Factors 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 other countries may not protect our proprietary rights in those countries to the same 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 18 2020VERISIGN FORM 10-K 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 services, 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. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES As of December 31, 2020, 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 previously disclosed, a subsidiary of Afilias plc (“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 the .web gTLD to Afilias. Afilias also claims that ICANN would violate its bylaws pertaining to competition by awarding the .web gTLD to Verisign. Afilias amended its IRP request 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. In early August 2020, the IRP panel held a hearing on Afilias’ claims. We expect the IRP panel to issue its decision in the first quarter of 2021. We believe that Afilias’ claims regarding Verisign’s and NDC’s conduct are without merit, and we intend to vigorously oppose Afilias’ claims 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. 19 2020VERISIGN FORM 10-K 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 12, 2021, there were 353 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, 2020: October 1 – 31, 2020 ..................................................... November 1 – 30, 2020 ................................................. December 1 – 31, 2020 .................................................. Total Number of Shares Purchased Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (Shares in thousands) Average Price Paid per Share Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)(2) 271 282 279 832 $205.95 $197.67 $209.14 271 $ 282 $ 279 $ 832 449.8 million 394.1 million 335.6 million (1) Effective February 6, 2020, our Board of Directors 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. (2) Effective February 11, 2021, our Board of Directors authorized the repurchase of our common stock in the amount of $747.0 million, in addition to the $253.0 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. 20 2020VERISIGN FORM 10-K Performance Graph Performance Graph The information contained in the Performance Graph shall not be deemed to be “soliciting material” or “filed” with the 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 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. 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 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 (“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 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, 2015, and calculates the return annually through December 31, 2020. The stock price performance on Index on December 31, 2015, and calculates the return annually through December 31, 2020. The stock price performance on the following graph is not necessarily indicative of future stock price performance. the following graph is not necessarily indicative of future stock price performance. 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/15 12/31/19 12/31/20 12/31/18 87 $ 131 $ 170 $ 221 $ 248 VeriSign, Inc. ...................................................................................... $ 100 $ 87 $ 131 $ 170 $ 221 $ 248 VeriSign, Inc. ........................................................................................ $ 100 $ S&P 500 Index ..................................................................................... $ 100 $ 112 $ 136 $ 130 $ 171 $ 203 S&P 500 Index ................................................................................... $ 100 $ 112 $ 136 $ 130 $ 171 $ 203 S&P 500 Information Technology Index ............................................ $ 100 $ 114 $ 158 $ 158 $ 237 $ 341 S&P 500 Information Technology Index .............................................. $ 100 $ 114 $ 158 $ 158 $ 237 $ 341 12/31/17 12/31/16 21 21 2020VERISIGN FORM 10-K ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial data for, and as of the end of, each of 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) 2020 Year Ended December 31, 2018 2019 2017 2016 Revenues ........................................................................................... $ 1,265 $ 1,232 $ 1,215 $ 1,165 $ 1,142 Operating income .............................................................................. $ 687 Net income (1) .................................................................................. $ 441 Earnings per share: ............................................................................ 824 $ 815 $ 767 $ 582 $ 708 $ 457 $ 806 $ 612 $ Basic ............................................................................................... $ Diluted ............................................................................................ $ ——————— 7.08 $ 7.07 $ 5.17 $ 5.15 $ 5.13 $ 4.75 $ 4.56 $ 3.68 $ 4.12 3.42 (1) Net income for 2020 includes the recognition of $204.2 million of previously unrecognized income tax benefits. Net income for 2018 includes a $52.0 million after-tax gain related to our divested security services business. Consolidated Balance Sheet Data: (in millions) 2020 2019 As of December 31, 2018 2017 2016 Cash, cash equivalents and marketable securities (1) (2) .................. $ 1,167 $ 1,218 $ 1,270 $ 2,415 $ 1,798 Total assets (1) (2) ............................................................................. $ 1,767 $ 1,854 $ 1,915 $ 2,941 $ 2,335 Deferred revenues ............................................................................. $ 1,063 $ 1,034 $ 1,018 $ 976 Subordinated convertible debentures, including contingent interest derivative (2) ..................................................................................... $ — $ — $ — $ 630 Long-term debt (1) ............................................................................ $ 1,790 $ 1,788 $ 1,785 $ 1,783 $ 1,237 628 $ 999 $ —————— (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. 22 2020VERISIGN FORM 10-K ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This 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 are based on current expectations and assumptions and involve risks and uncertainties, including, among other things, statements regarding our expectations about (i) the impact from the effects of the COVID-19 pandemic, (ii) revenue growth in 2021, (iii) continued growth in registrations in the domain name base in 2021, (iv) cost of revenues, sales and marketing expenses, research and development expenses, general and administrative expenses, interest expense, and non-operating income, net, in 2021, (v) our effective tax rate for 2021, (vi) the sufficiency of our existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our ability to arrange for additional financing, (vii) cash paid for income taxes in 2021, and (viii) our planned property and equipment expenditures for 2021. 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 should also carefully review the risks described in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file in 2021. 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 update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law. This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 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, 2020, we had approximately 165.2 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, other gTLDs, services that offer alternatives for an online presence, such as social media, 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. 2020 Business Highlights and Trends • We recorded revenues of $1,265.1 million in 2020, which represents an increase of 3% compared to 2019. • We recorded operating income of $824.2 million during 2020, which represents an increase of 2% as compared to 2019. • We finished 2020 with 165.2 million .com and .net registrations in the domain name base, which represents a 4% increase from December 31, 2019. • • During 2020, we processed 42.4 million new domain name registrations for .com and .net compared to 40.3 million in 2019. The final .com and .net renewal rate was 73.7% for the third quarter of 2020 and 2019. Renewal rates are not fully measurable until 45 days after the end of the quarter. • We repurchased 3.7 million shares of our common stock for an aggregate cost of $734.9 million in 2020. As of December 31, 2020, there was $335.6 million remaining for future share repurchases under the share repurchase program. 23 2020VERISIGN FORM 10-K • Effective February 11, 2021, our Board of Directors authorized the repurchase of our common stock in the amount of $747.0 million, in addition to the $253.0 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 $730.2 million in 2020, which represents a decrease of 3% as compared to 2019. • • • During 2020, we recognized an income tax benefit of $204.2 million as a result of the remeasurement of certain previously unrecognized income tax benefits and the lapse of statutes of limitations related to other unrecognized income tax benefits. During 2020, we announced a freeze on the registry prices for all of our TLDs, including .com and .net, through March 31, 2021. Additionally, we announced a waiver of the wholesale restore fee for expired domain names through the end of 2020. On February 11, 2021, we announced that we will increase the annual registry-level wholesale fee for each new and renewal .com domain name registration from $7.85 to $8.39, effective September 1, 2021. COVID-19 Update The United States and the global community we serve are facing unprecedented challenges posed by the COVID-19 pandemic. In response to the pandemic, we have established a task force to monitor the pandemic and have taken a number of actions to protect our employees, including restricting travel, modifying our sick leave policy to encourage quarantine and isolation when warranted, and directing most of our employees to work from home. We have implemented our readiness plans, which include the ability to maintain critical internet infrastructure with most employees working remotely. We believe that the effects of the pandemic to date have led to a modest increase in the demand for domain names, particularly as businesses and entrepreneurs have been seeking to establish or expand their presence online in response to the pandemic. Our revenues increased during 2020 primarily driven by an increase in the domain name base for the .com TLD; however, the situation remains uncertain and hard to predict. The broader implications of the pandemic on our business and operations and our financial results, including the extent to which the effects of the pandemic will impact future growth in the domain name base, remain uncertain. The duration and severity of the economic disruptions from the pandemic may ultimately result in negative impacts on our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources. Because fees for domain name registrations and renewals are generally due at the time of registration or renewal and revenues from such registrations and renewals are recognized ratably over their terms, the effects of the pandemic may not be fully reflected in our results of operations until future periods. For further discussion, see “Risk Factors – The effects of the COVID-19 pandemic have impacted how we operate our business, and the extent to which the effects of the pandemic will impact our business, operations, financial condition and results of operations remains uncertain” in Part I, Item 1A of this Form 10-K. 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 We operate in multiple tax jurisdictions in the United States and internationally. Tax laws and regulations in these jurisdictions are complex, interrelated, and periodically changing. Significant judgment or interpretation of these laws and regulations is often required in determining our worldwide provision for income taxes, including, for example, the calculations of taxable income in each jurisdiction, deferred taxes, and the availability and amount of deductions and tax credits.   The final taxes payable are also dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from various tax examinations. We only recognize or continue to recognize tax positions and tax benefit amounts that are more likely than not to be sustained upon examination. We adjust these amounts in light 24 2020VERISIGN FORM 10-K of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in an outcome that is materially different from our current estimate of unrecognized tax benefits. See Note 10, “Income Taxes” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of significant changes in unrecognized tax benefits during 2020. Results of Operations The following table presents information regarding our results of operations as a percentage of revenues: Revenues ................................................................................................................... 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 benefit (expense) .................................................................................... Net income ................................................................................................................ Revenues Year Ended December 31, 2019 100.0 % 2020 100.0 % 2018 100.0 % 14.2 2.9 5.9 11.8 34.8 65.2 (7.1) 1.2 59.3 5.1 64.4 % 14.6 3.8 4.9 11.2 34.5 65.5 (7.4) 3.5 61.6 (11.9) 49.7 % 15.8 5.3 4.8 10.9 36.8 63.2 (9.5) 6.3 60.0 (12.1) 47.9 % 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 in the .com and .net registries we receive a fee from registrars per annual registration that is determined 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 $7.85 since 2012. On October 26, 2018, Verisign and the DOC amended the Cooperative Agreement. The amendment, among other items, extends the term of the Cooperative Agreement until November 30, 2024 and permits the price of a .com domain name to be increased, subject to appropriate changes to the .com Registry Agreement, 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. On March 27, 2020, Verisign and ICANN amended the .com Registry Agreement (“Third .com Amendment”) that, among other items, incorporates these changes agreed to with the DOC to the pricing terms. 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. As part of our response to the COVID-19 crisis, we announced on March 25, 2020 that we would freeze registry prices for domain name registrations and renewals for all of our TLDs, including .com and .net, through the end of 2020. On July 23, 2020, we announced that we would extend the freeze on registry prices for all of our TLDs, including .com and .net, through March 31, 2021. On February 11, 2021, we announced that we will increase the annual registry-level wholesale fee for each new and renewal .com domain name registration from $7.85 to $8.39, effective September 1, 2021. We offer promotional incentive-based discount programs to 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. 25 2020VERISIGN FORM 10-K A comparison of revenues is presented below: Year Ended December 31, 2020 % Change 2019 (Dollars in thousands) % Change 2018 Revenues ................................................................................... $ 1,265,052 3 % $ 1,231,661 1 % $ 1,214,969 The following table compares the .com and .net domain name registrations in the domain name base: As of December 31, 2020 % Change 2019 % Change 2018 .com and .net domain name registrations in the domain name base .................................................................................................. 165.2 million 4 % 158.8 million 4 % 153.0 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, other gTLDs, services that offer alternatives for an online presence, such as social media, 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 2021 and beyond. Revenues increased by $33.4 million in 2020 compared to 2019, primarily due to an increase in revenues from the operation of the registry for the .com TLD, partially offset by the elimination of revenues from our sale of our security services customer contracts. The increase in revenues from the .com TLD was driven by a 4% increase in the domain name base for .com. 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, 2020 % Change 2019 (Dollars in thousands) % Change 2018 U.S ........................................................................................ $ 804,647 214,204 EMEA ................................................................................... 113,048 China ..................................................................................... 133,153 Other ...................................................................................... Total revenues ..................................................................... $ 1,265,052 4 % $ 772,586 3 % 206,975 (5)% 119,291 — % 132,809 3 % $ 1,231,661 2 % $ 756,907 (3)% 212,699 12 % 106,841 (4)% 138,522 1 % $ 1,214,969 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 2020 has come from increased sales to registrars based in the U.S. and EMEA. Revenues from registrars based in China declined during 2020 as a result of lower new registrations and renewal rates in the country. We expect revenues to continue to grow in 2021, as a result of the increased volume of domain registrations in 2020, and continued growth in registrations in the domain name base in 2021. 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, costs of facilities and computer equipment used in these activities, telecommunications expense and allocations of indirect costs such as corporate overhead. 26 2020VERISIGN FORM 10-K A comparison of cost of revenues is presented below: Year Ended December 31, 2020 % Change 2019 (Dollars in thousands) % Change 2018 Cost of revenues ................................................................. $ 180,177 — % $ 180,467 (6)% $ 192,134 Cost of revenues remained consistent in 2020 compared to 2019, as a decrease in salary and employee benefits expenses was offset by an increase in direct cost of revenues. Salary and employee benefits expenses decreased by $2.3 million due to a functional realignment of some headcount to research and development, partially offset by headcount increases throughout the year and an increase in expenses for other employee benefits including expanded paid time off benefits provided to employees in response to the COVID-19 pandemic. Direct cost of revenues increased by $1.8 million as a result of an increase in registry fees primarily related to the .com TLD. We expect cost of revenues as a percentage of revenues to increase slightly in 2021 as compared to 2020. Sales and marketing Sales and marketing expenses consist primarily of salaries and other personnel-related expenses, travel and related expenses, trade shows, 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, 2020 % Change 2019 (Dollars in thousands) % Change 2018 Sales and marketing ........................................................... $ 36,790 (21)% $ 46,637 (28)% $ 64,891 Sales and marketing expenses decreased by $9.8 million in 2020 compared to 2019 primarily due to a $6.9 million decrease in advertising and marketing expenses and a combination of other individually insignificant factors. Advertising and marketing expenses declined as a result of decreases in marketing programs in various regions. We expect sales and marketing expenses as a percentage of revenues to remain consistent in 2021 as compared to 2020. 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. A comparison of research and development expenses is presented below: Year Ended December 31, 2020 % Change 2019 (Dollars in thousands) % Change 2018 Research and development ................................................. $ 74,671 23 % $ 60,805 5 % $ 57,884 Research and development expenses increased by $13.9 million in 2020 compared to 2019 primarily due to increases in salary and employee benefits expenses and allocated overhead expenses. Salary and employee benefits expenses increased by $10.2 million as a result of several factors, including a functional realignment of some headcount from cost of revenues, additional headcount increases throughout the year, and an increase in expenses for other employee benefits including expanded paid time off benefits provided to employees in response to the COVID-19 pandemic. Allocated overhead expenses increased by $4.0 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 2021 as compared to 2020. 27 2020VERISIGN FORM 10-K 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, 2020 % Change 2019 (Dollars in thousands) % Change 2018 General and administrative ................................................. $ 149,213 8 % $ 137,625 4 % $ 132,668 General and administrative expenses increased by $11.6 million in 2020 compared to 2019 primarily due to increases in salary and employee benefits expenses, software license expenses, charitable contributions, and contract and professional services expenses, partially offset by a decrease in stock-based compensation expenses and an increase in overhead expenses allocated to other cost types. Salary and employee benefits expenses increased by $8.1 million as a result of an increase in average headcount as well as an increase in expenses for other employee benefits including expanded paid time off benefits provided to employees in response to the COVID-19 pandemic. Software license expenses increased by $3.3 million due to expenses related to network security and other software services. Charitable contributions increased by $3.6 million to support the response to the COVID-19 pandemic and to promote equal justice. Contract and professional services expenses increased by $2.0 million due to increases in expenses for network security and other corporate support services. Stock-based compensation expense decreased by $2.4 million as a result of a decrease in the projected achievement levels on certain performance-based RSU grants. Overhead costs allocated to other cost types increased by $3.0 million due to an increase in total allocable expenses. We expect general and administrative expenses as a percentage of revenues to remain consistent in 2021 as compared to 2020. 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 2021 as compared to 2020. 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 2021 as compared to 2020 due to the transition services income and gain recognized in 2020 in connection with the sale of our security services customer contracts which will not recur in 2021, and lower interest income in 2021 as a result of lower interest rates. Income tax (benefit) expense Income tax (benefit) expense ...................................................................................... Effective tax rate ......................................................................................................... Year Ended December 31, 2019 (Dollars in thousands) $ 146,477 2020 (64,644) 2018 $ 147,027 (9)% 19 % 20 % The effective tax rate for each of the periods in the table above differed from the statutory federal rate of 21% due to a lower foreign effective tax rate and excess tax benefits related to stock-based compensation, offset by state income taxes and U.S. taxes on foreign earnings, net of foreign tax credits. Additionally, during 2020, we recognized an income tax benefit of $204.2 million as a result of the remeasurement of certain previously unrecognized income tax benefits. The majority of this tax benefit related to the worthless stock deduction taken in 2013. These remeasurements were based on written confirmations from Internal Revenue Service (“IRS”), received in 2020, indicating no examination adjustments would be proposed related to the worthless stock deduction or certain other matters reviewed as part of the audit of our federal income tax returns for 2010 through 2014, and the lapse of statutes of limitations related to other unrecognized income tax benefits. Notwithstanding these written confirmations, our U.S. federal income tax returns for 2010 through 2014 remain under examination by the IRS. 28 2020VERISIGN FORM 10-K As of December 31, 2020, we had deferred tax assets arising from deductible temporary differences, tax losses, and tax credits of $74.4 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 net operating loss 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) in 2019. 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 2021 to be between 20% and 23%. Liquidity and Capital Resources As of December 31, 2020 2019 (In thousands) Cash and cash equivalents ........................................................................................................... $ Marketable securities ................................................................................................................... 508,196 709,863 Total ..................................................................................................................................... $ 1,166,907 $ 1,218,059 401,194 $ 765,713 As of December 31, 2020, our principal source of liquidity was $401.2 million of cash and cash equivalents and $765.7 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 three months or less. As of December 31, 2020, all of our debt securities have contractual maturities of less than one year. Our cash and cash equivalents are readily accessible. 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 2020, we repurchased 3.7 million shares of our common stock at an average stock price of $200.06 for an aggregate cost of $734.9 million under our share repurchase program. 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. Effective February 11, 2021, our Board of Directors authorized the repurchase of our common stock in the amount of $747.0 million, in addition to the $253.0 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, 2020, 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. As of December 31, 2020, there were no borrowings outstanding under the $200.0 million unsecured revolving credit facility that will expire in 2024. 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. 29 2020VERISIGN FORM 10-K In summary, our cash flows for 2020, 2019, and 2018 were as follows: 2020 Year Ended December 31, 2019 (In thousands) 2018 Net cash provided by operating activities ........................................................................ $ 730,183 $ 753,892 $ 697,767 Net cash (used in) provided by investing activities .......................................................... 167,195 1,070,130 Net cash used in financing activities ................................................................................ (770,303) (1,875,325) Effect of exchange rate changes on cash, cash equivalents and restricted cash ............... (958) Net (decrease) increase in cash, cash equivalents and restricted cash ....................... $ (107,000) $ 150,848 $ (108,386) (72,258) (764,877) (48) 64 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 decreased in 2020 compared to 2019 primarily due to an increase in cash paid for income taxes and decreases in cash received from interest on investments and from transition services, partially offset by an increase in cash received from customers. Cash paid for income taxes increased as we used the majority of our net operating loss carryforwards and tax credit carryforwards by the end of 2019. Cash received from interest on investments decreased due to a decline in interest rates. Cash received from transition services decreased due to the expiration of the transition services agreement related to our sale of our security services customer contracts in February 2020. Cash received from customers increased primarily due to higher domain name registrations and renewals. 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. We had net cash outflows from investing activities in 2020, compared to net cash inflows during 2019, primarily due to an increase in purchases of marketable securities and investments, net of proceeds from maturities and sales of marketable securities and investments, and an increase in purchases of property and equipment, partially offset by contingent consideration received related to our sale of security services customer contracts. Cash flows from financing activities The changes in cash flows from financing activities primarily relate to share repurchases, repayment of borrowings, and our employee stock purchase plan. Net cash used in financing activities decreased in 2020 compared to 2019 primarily due to a decrease 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 as a percentage of pre-tax income to be between 20% and 23% in 2021. Property and Equipment Expenditures Our planned property and equipment expenditures for 2021 are anticipated to be between $55.0 million and $65.0 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. 30 2020VERISIGN FORM 10-K  Off-Balance Sheet Arrangements It is not our business practice to enter into off-balance sheet arrangements. As of December 31, 2020, 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 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, 2020, there are a total of 0.7 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 and foreign exchange rates. 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, 2020, we had $1.01 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, 2020, we held foreign currency forward contracts in notional amounts totaling $27.5 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, 2020, the fair values of the senior notes issued in 2013, 2015 and 2017 were $758.8 million, $569.1 million, and $589.9 million, respectively, based on available market information from public data sources. 31 2020VERISIGN FORM 10-K 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 33 36 37 38 39 40 32 2020VERISIGN FORM 10-K 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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, 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, 2020, 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 19, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. 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 judgments. 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 accounting for income taxes As discussed in Notes 1 and 10 to the consolidated financial statements, the Company recognized $67.8 million of deferred tax assets, net as of December 31, 2020. The Company’s income tax benefit was $64.6 million for the year ended December 31, 2020. The Company conducts business globally and consequently is subject to U.S. federal, state, as well as foreign income taxes in the jurisdictions it operates. The Company exercises judgment in the application of complex tax regulations in multiple jurisdictions. We identified the evaluation of the accounting for income taxes as a critical audit matter. Evaluating the Company’s application of complex tax regulations in the domestic and foreign jurisdictions it operates and the impact of those regulations on U.S. federal, state, and foreign income tax provisions required complex auditor judgment, and the use of tax professionals with specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including 33 2020VERISIGN FORM 10-K controls related to the application of complex tax regulations in the Company’s various tax jurisdictions and the impact on the Company’s U.S. federal, state, and foreign income tax provision. We involved domestic and international tax professionals with specialized skills and knowledge in various tax jurisdictions who assisted in evaluating the Company’s analyses over the application of complex tax regulations in those jurisdictions. /s/ KPMG LLP We have served as the Company’s auditor since 1995. McLean, Virginia February 19, 2021 34 2020VERISIGN FORM 10-K 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, 2020, 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, 2020, 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, 2020 and 2019, 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, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2021 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 19, 2021 35 2020VERISIGN FORM 10-K VERISIGN, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, 2020 December 31, 2019 Current assets: ASSETS Cash and cash equivalents .................................................................................................... $ 508,196 Marketable securities ............................................................................................................ 709,863 Other current assets .............................................................................................................. 60,530 Total current assets ........................................................................................................ 1,278,589 Property and equipment, net ........................................................................................................ 250,283 Goodwill ...................................................................................................................................... 52,527 Deferred tax assets ....................................................................................................................... 87,798 Deposits to acquire intangible assets ........................................................................................... 145,000 Other long-term assets ................................................................................................................. 39,812 Total long-term assets .................................................................................................... 575,420 Total assets .................................................................................................................... $ 1,766,910 $ 1,854,009 401,194 $ 765,713 51,033 1,217,940 245,571 52,527 67,914 145,000 37,958 548,970 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 ............................................................................................................... 208,642 $ 780,051 988,693 282,838 1,790,083 95,494 2,168,415 3,157,108 209,988 755,178 965,166 278,702 1,787,565 312,676 2,378,943 3,344,109 Commitments and contingencies Stockholders’ deficit: Preferred stock—par value $0.001 per share; Authorized shares: 5,000; Issued and outstanding shares: none ...................................................................................................... Common stock and additional paid-in capital—par value $0.001 per share; Authorized shares: 1,000,000; Issued shares: 353,789 at December 31, 2020 and 353,157 at December 31, 2019; Outstanding shares: 113,470 at December 31, 2020 and 116,715 at 14,990,011 December 31, 2019............................................................................................................... Accumulated deficit ............................................................................................................. (16,477,490) Accumulated other comprehensive loss ............................................................................... (2,621) Total stockholders’ deficit ............................................................................................. (1,490,100) Total liabilities and stockholders’ deficit ....................................................................... $ 1,766,910 $ 1,854,009 14,275,160 (15,662,602) (2,756) (1,390,198) — — See accompanying Notes to Consolidated Financial Statements. 36 2020VERISIGN FORM 10-K VERISIGN, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, except per share data) Revenues ........................................................................................................................... $ 1,265,052 $ 1,231,661 $ 1,214,969 Costs and expenses: Year Ended December 31, 2019 2020 2018 Cost of revenues ......................................................................................................... Sales and marketing ................................................................................................... Research and development ......................................................................................... General and administrative ......................................................................................... Total costs and expenses ..................................................................................... Operating income .............................................................................................................. Interest expense ................................................................................................................. Non-operating income, net ................................................................................................ 192,134 64,891 57,884 132,668 447,577 767,392 (114,845) 76,969 729,516 (147,027) 582,489 Net income ........................................................................................................................ Other comprehensive (loss) income .................................................................................. 130 Comprehensive income .................................................................................................... $ 814,753 $ 612,489 $ 582,619 Income before income taxes .............................................................................................. Income tax benefit (expense) ............................................................................................. 180,467 46,637 60,805 137,625 425,534 806,127 (90,611) 43,260 758,776 (146,477) 612,299 190 180,177 36,790 74,671 149,213 440,851 824,201 (90,144) 16,187 750,244 64,644 814,888 (135) Earnings per share: Basic ........................................................................................................................... $ Diluted ........................................................................................................................ $ 7.08 $ 7.07 $ 5.17 $ 5.15 $ 5.13 4.75 Shares used to compute earnings per share Basic ........................................................................................................................... Diluted ........................................................................................................................ 115,058 115,298 118,513 118,968 113,452 122,661 See accompanying Notes to Consolidated Financial Statements. 37 2020VERISIGN FORM 10-K VERISIGN, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands) Year Ended December 31, 2019 2020 2018 Total stockholders’ deficit, beginning of period ................................................ $ (1,490,100) $ (1,385,474) $ (1,260,271) Common stock and additional paid-in capital Beginning balance .......................................................................................... 14,990,011 Repurchase of common stock ........................................................................ (777,454) Stock-based compensation expense ............................................................... 50,026 Issuance of common stock under stock plans ................................................ 12,577 Conversion of subordinated convertible debentures ...................................... — Balance, end of period ............................................................................... 14,275,160 15,707,126 (782,583) 52,316 13,152 — 14,990,011 16,437,460 (638,152) 54,574 12,836 (159,592) 15,707,126 Accumulated deficit Beginning balance .......................................................................................... (16,477,490) Net income ..................................................................................................... 814,888 Cumulative effects of changes in accounting principles ................................ — Balance, end of period ............................................................................... (15,662,602) (17,089,789) 612,299 — (16,477,490) (17,694,790) 582,489 22,512 (17,089,789) Accumulated other comprehensive loss Beginning balance .......................................................................................... Other comprehensive (loss) income ............................................................... Balance, end of period ............................................................................... (2,621) (135) (2,756) (2,811) 190 (2,621) (2,941) 130 (2,811) Total stockholders’ deficit, end of period .......................................................... $ (1,390,198) $ (1,490,100) $ (1,385,474) See accompanying Notes to Consolidated Financial Statements 38 2020VERISIGN FORM 10-K VERISIGN, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2019 2020 2018 814,888 $ 612,299 $ 582,489 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: 46,352 48,243 (6,131) (6,402) 3,425 (9,214) 2,227 29,009 (192,214) 730,183 46,330 50,626 (14,777) (817) 3,668 (3,279) (24) 16,191 43,675 753,892 Proceeds from maturities and sales of marketable securities ........................ Purchases of marketable securities ............................................................... Purchases of property and equipment ........................................................... Proceeds (payments) from sale of business .................................................. Other investing activities .............................................................................. Net cash (used in) provided by investing activities ........................ 2,305,732 (2,355,405) (43,395) 20,810 — (72,258) 2,247,904 (2,030,521) (40,316) (9,872) — 167,195 Cash flows from financing activities: Repurchases of common stock ..................................................................... Proceeds from employee stock purchase plan .............................................. Repayment of principal on subordinated convertible debentures ................. Other financing activities .............................................................................. Net cash used in financing activities .............................................. Effect of exchange rate changes on cash, cash equivalents and restricted cash Net (decrease) increase 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: Cash paid for interest .................................................................................... $ Cash paid for income taxes, net of refunds received .................................... $ (777,454) 12,577 — — (764,877) (782,583) 13,152 — (872) (770,303) (48) (107,000) 517,601 410,601 $ 64 150,848 366,753 517,601 $ (958) (108,386) 475,139 366,753 87,354 $ 132,683 $ 87,683 $ 89,974 $ 117,956 84,906 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) See accompanying Notes to Consolidated Financial Statements. 39 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020, 2019 AND 2018 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. 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. 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 $12.8 million and $11.9 million of costs related to internally developed software during 2020 and 2019, respectively. 40 2020VERISIGN FORM 10-KVERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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, 2020, 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, 2020, Verisign held foreign currency forward contracts in notional amounts totaling $27.5 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. Verisign also offers promotional incentive-based discount programs to its registrars based upon market conditions and the business environment in which the registrars operate. Amounts payable for these programs are 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, which allow users to find information about registered domain names) 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 41 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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 $7.5 million, $12.8 million, and $15.2 million in 2020, 2019, and 2018, 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 operates in multiple tax jurisdictions in the United States and internationally. Tax laws and regulations in these jurisdictions are complex, interrelated, and periodically changing. Significant judgment or interpretation of these laws and regulations is often required in determining the Company’s worldwide provision for income taxes, including, for example, the calculations of taxable income in each jurisdiction, deferred taxes, and the availability and amount of deductions and tax credits. The final taxes payable are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from various tax examinations. 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 unrecognized 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 an outcome that is materially different from the estimate. See Note 10, “Income Taxes,” for a discussion of significant changes in unrecognized tax benefits during 2020. 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. 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 42 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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. 43 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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: As of December 31, 2020 2019 (In thousands) Cash ............................................................................................................................................ $ Time deposits ............................................................................................................................... Money market funds (Level 1) .................................................................................................... Debt securities issued by the U.S. Treasury (Level 1) ................................................................. 33,238 3,924 149,624 1,040,678 Total ...................................................................................................................................... $ 1,176,314 $ 1,227,464 28,832 $ 4,176 129,627 1,013,679 Cash and cash equivalents .......................................................................................................... $ Restricted cash (included in Other long-term assets) .................................................................. Total Cash, cash equivalents, and restricted cash ................................................................. Marketable securities .................................................................................................................. 508,196 9,405 517,601 709,863 Total ...................................................................................................................................... $ 1,176,314 $ 1,227,464 401,194 $ 9,407 410,601 765,713 The fair value of the debt securities held as of December 31, 2020 was $1.01 billion, including less than $0.1 million of gross and net unrealized gains. All of the debt securities held as of December 31, 2020 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, 2020, 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 $758.8 million, $569.1 million, and $589.9 million, respectively, as of December 31, 2020. The fair values of these debt instruments are based on available market information from public data sources and are classified as Level 2. 44 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 Note 3. Selected Balance Sheet Items Other Current Assets Other current assets consist of the following: Prepaid registry fees .................................................................................................................... $ Prepaid expenses ......................................................................................................................... Accounts receivable, net .............................................................................................................. Taxes receivable .......................................................................................................................... Contingent consideration 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 ............................................................................................................................................. Office equipment and furniture ................................................................................................... Capital work in progress .............................................................................................................. Leasehold improvements ............................................................................................................. Total cost ................................................................................................................................. Less: accumulated depreciation ................................................................................................... Total property and equipment, net .......................................................................................... $ As of December 31, 2020 2019 (In thousands) 22,654 $ 17,920 4,642 3,572 — 2,245 51,033 $ 21,717 19,818 1,524 1,111 14,721 1,639 60,530 As of December 31, 2020 2019 (In thousands) 415,086 $ 250,431 31,141 9,179 4,330 1,458 711,625 (466,054) 245,571 $ 470,237 248,885 31,141 8,437 6,779 1,458 766,937 (516,654) 250,283 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: As of December 31, 2020 2019 (In thousands) Goodwill, gross ........................................................................................................................... $ 1,537,843 $ 1,537,843 Accumulated goodwill impairment ............................................................................................. (1,485,316) 52,527 Total goodwill ......................................................................................................................... $ (1,485,316) 52,527 $ There was no impairment of goodwill or other long-lived assets recognized in any of the periods presented. 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. 45 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 Other Long-Term Assets Other long-term assets consist of the following: Operating lease right-of-use asset ............................................................................................... $ Restricted cash ............................................................................................................................. Long-term prepaid registry fees .................................................................................................. Other tax receivable ..................................................................................................................... Long-term prepaid expenses and other assets ............................................................................. Total other long-term assets .................................................................................................... $ As of December 31, 2020 2019 (In thousands) 11,277 $ 9,407 7,997 969 8,308 37,958 $ 9,133 9,405 7,753 6,927 6,594 39,812 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, 2020 reflects amortization of $36.2 million during 2020 which was recorded in Cost of Revenues. Other tax receivables as of December 31, 2019 included indirect benefits related to the previously unrecognized tax benefits that were remeasured during 2020, as discussed in Note 10. “Income Taxes.” Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Accounts payable and accrued expenses ...................................................................................... $ Accrued employee compensation ................................................................................................. Customer deposits ........................................................................................................................ Taxes payable and other tax liabilities .......................................................................................... Interest Payable ............................................................................................................................ Accrued registry fees .................................................................................................................... Customer incentives payable ........................................................................................................ Other accrued liabilities ................................................................................................................ Total accounts payable and accrued liabilities ......................................................................... $ Long-term Tax and Other Liabilities Long-term tax and other liabilities consist of the following: As of December 31, 2020 2019 (In thousands) 12,340 $ 54,596 53,631 27,194 24,408 13,090 12,556 10,827 208,642 $ 15,907 49,869 52,804 30,308 24,318 11,529 13,547 11,706 209,988 As of December 31, 2020 2019 (In thousands) Long-term tax liabilities ............................................................................................................... $ Long-term operating lease liabilities ............................................................................................ Long-term tax and other liabilities ........................................................................................ $ 90,335 $ 5,159 95,494 $ 308,112 4,564 312,676 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.” During 2020, the Company recognized an income tax benefit of $204.2 million, primarily as a result of the remeasurement of certain previously unrecognized income tax benefits as discussed in Note 10. “Income Taxes.” 46 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 Note 4. Debt and Interest Expense Senior Notes As of December 31, 2020, 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, 2020 2019 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 (12,435) $ 1,790,083 $ 1,787,565 750,000 $ 500,000 550,000 (9,917) 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”). 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, 2020, 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. 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 ................................................................................ $ 47 2020 Year Ended December 31, 2019 (In thousands) 2018 87,063 $ — — 3,081 90,144 $ 87,063 $ — — 3,548 90,611 $ 87,063 20,015 4,236 3,531 114,845 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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 the tax withholding due upon vesting of RSUs. Effective on February 6, 2020, the Company’s Board of Directors (“Board”) authorized the repurchase of its common stock in the amount of approximately $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 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, 2020 there was approximately $335.6 million remaining available for repurchases under the program. Effective February 11, 2021, the Company’s Board authorized the repurchase of its common stock in the amount of $747.0 million, in addition to the $253.0 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 2020, 2019 and 2018 are as follows: 2020 2019 2018 Shares Average Price (In thousands, except average price amounts) Average Price Shares Shares Average Price Total repurchases under the repurchase plans ............... Total repurchases for tax withholdings ......................... Total repurchases ........................................................... Total costs ..................................................................... $ 777,454 3,674 $ 200.06 204 $ 208.92 3,878 $ 200.48 3,911 $ 188.84 243 $ 181.07 4,154 $ 188.39 4,352 $ 137.86 309 $ 123.62 4,661 $ 136.91 $ 782,583 $ 638,152 Since inception, the Company has repurchased 240.3 million shares of its common stock for an aggregate cost of $10.98 billion, which is recorded as a reduction of Additional paid-in capital. Accumulated Other Comprehensive Loss The following table summarizes the changes in the components of Accumulated other comprehensive loss for 2020 and 2019: Foreign Currency Translation Adjustments Loss Unrealized Gain (Loss) On Investments (In thousands) Total Accumulated Other Comprehensive Loss Balance, December 31, 2018 ......................................... $ Changes ......................................................................... Balance, December 31, 2019 ......................................... Changes ......................................................................... Balance, December 31, 2020 ......................................... $ (2,836) $ — (2,836) — (2,836) $ 25 $ 190 215 (135) 80 $ (2,811) 190 (2,621) (135) (2,756) 48 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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 ..................................... 2020 Year Ended December 31, 2019 (In thousands) 2018 115,058 118,513 113,452 — 240 115,298 — 455 118,968 8,589 620 122,661 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: 2020 Year Ended December 31, 2019 (In thousands) 2018 U.S .................................................................................................................. $ EMEA ............................................................................................................. China ............................................................................................................... Other ................................................................................................................ 756,907 212,699 106,841 138,522 Total revenues ............................................................................................... $ 1,265,052 $ 1,231,661 $ 1,214,969 804,647 $ 214,204 113,048 133,153 772,586 $ 206,975 119,291 132,809 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. Major Customers Our largest customer accounted for approximately 34%, 33%, and 32% of revenues in 2020, 2019, and 2018, respectively. Another customer accounted for 10% of revenues during 2018. The Company does not believe that the loss 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 2020 is primarily driven by amounts billed in 2020 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 $729.0 million of revenues recognized that were included in the deferred revenues balance at December 31, 2019. The balance of deferred revenues as of December 31, 2020 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 49 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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 $5.0 million in 2020, $4.7 million in 2019, and $4.3 million in 2018 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, 2020, a total of 8.4 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. 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, 2020, 3.1 million shares of the Company’s common stock remain reserved for future issuance under this plan. 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: Cost of revenues ........................................................................................... $ Sales and marketing ...................................................................................... Research and development ........................................................................... General and administrative ........................................................................... Total stock-based compensation ............................................................ $ 2020 Year Ended December 31, 2019 (In thousands) 2018 6,321 $ 3,453 7,137 31,332 48,243 $ 6,739 $ 3,755 6,370 33,762 50,626 $ 6,835 4,972 6,728 33,969 52,504 50 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 The following table presents the nature of the Company’s total stock-based compensation: RSUs ............................................................................................................. $ PSUs ............................................................................................................. ESPP ............................................................................................................. Capitalization (Included in Property and equipment, net) ............................ Total stock-based compensation expenses ............................................. $ 2020 Year Ended December 31, 2019 (In thousands) 2018 38,217 $ 7,380 4,429 (1,783) 48,243 $ 36,930 $ 10,522 4,864 (1,690) 50,626 $ 38,005 12,403 4,166 (2,070) 52,504 The income tax benefit that was included within Income tax expense related to these stock-based compensation expenses for 2020, 2019, and 2018 was $11.0 million, $11.7 million, and $12.3 million, respectively. RSUs Information The following table summarizes unvested RSUs activity for the year ended December 31, 2020: Unvested at beginning of period ............................................................................................ Granted .................................................................................................................................. PSU achievement adjustment ................................................................................................. Vested and settled ................................................................................................................... Forfeited ................................................................................................................................. Shares Weighted-Average Grant-Date Fair Value (Shares in thousands) 876 $ 279 $ 79 $ (551) $ (22) $ 661 $ 121.21 205.61 20.41 95.70 155.98 164.83 The RSUs in the table above include PSUs. The unvested RSUs as of December 31, 2020 include approximately 0.2 million PSUs. The number of shares received upon vesting of these PSUs may range from zero to 0.4 million depending on the level of performance achieved and whether any market conditions are satisfied. The closing price of Verisign’s stock was $216.40 on December 31, 2020. As of December 31, 2020, the aggregate market value of unvested RSUs was $143.1 million. The fair values of RSUs that vested during 2020, 2019, and 2018 were $115.0 million, $124.1 million, and $107.2 million, respectively. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2019 and 2018, was $172.87 and $112.74, respectively. As of December 31, 2020, total unrecognized compensation cost related to unvested RSUs was $75.7 million which is expected to be recognized over a weighted-average period of 2.5 years. Note 9. Non-operating Income, Net The following table presents the components of Non-operating income, net: Interest income ............................................................................................. $ Gain on sale of business ............................................................................... Transition services income ........................................................................... Loss on extinguishment of subordinated convertible debentures ................. Other, net ...................................................................................................... Total non-operating income, net ................................................................... $ 2020 Year Ended December 31, 2019 (In thousands) 2018 7,815 $ 6,402 2,100 — (130) 16,187 $ 26,596 $ 817 15,600 — 247 43,260 $ 26,490 54,840 1,132 (6,554) 1,061 76,969 Interest income is earned principally from the Company’s surplus cash balances and marketable securities. The lower interest income in 2020 reflects a decline in interest rates on our investments in debt securities. Transition services income and 51 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 gain on sale of business relate to the sale of our security services customer contracts. The transition services agreement ended in February 2020. The gain on sale of business in 2020 primarily represents the excess of the contingent consideration received related to the sale of our security services customer contracts compared to the estimated receivable. Note 10. Income Taxes Income before income taxes is categorized geographically as follows: United States ................................................................................................ $ Foreign ......................................................................................................... Total income before income taxes ............................................................. $ 457,830 $ 292,414 750,244 $ 452,793 $ 305,983 758,776 $ 420,597 308,919 729,516 The provision for income taxes consisted of the following: 2020 Year Ended December 31, 2019 (In thousands) 2018 Current (benefit) expense: Federal ................................................................................................... $ State ...................................................................................................... Foreign, including withholding tax ....................................................... Deferred expense (benefit): Federal .................................................................................................. State ....................................................................................................... Foreign .................................................................................................. Total income tax (benefit) expense .......................................................... $ 2020 Year Ended December 31, 2019 (In thousands) 2018 (123,933) $ 10,522 29,152 (84,259) 4,348 17,388 (2,121) 19,615 (64,644) $ 74,283 $ 2,069 31,385 107,737 30,462 22,899 (14,621) 38,740 146,477 $ 99,127 1,088 76,199 176,414 (16,448) 42,624 (55,563) (29,387) 147,027 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 being paid in installments over an eight-year period which began in 2018, as allowed by the Tax Act. 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. 52 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 The difference between income tax (benefit) expense and the amount resulting from applying the federal statutory rate of 21% to Income before income taxes is attributable to the following: 2020 Year Ended December 31, 2019 (In thousands) 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 ............................................................... Other ............................................................................................................. Total income tax (benefit) expense ............................................................... $ 157,551 $ 23,167 (27,691) (8,643) — (987) (204,673) (3,368) (64,644) $ 159,343 $ 20,573 (25,178) (9,204) — (3,555) 7,365 (2,867) 146,477 $ 2018 153,199 35,852 (26,271) (7,032) 769,706 (773,737) 2,637 (7,327) 147,027 During 2020, the Company recognized an income tax benefit as a result of the remeasurement of certain previously unrecognized income tax benefits. The majority of these income tax benefits, related to the worthless stock deduction taken in 2013. These remeasurements were based on written confirmations from IRS, indicating no examination adjustments would be proposed related to the worthless stock deduction or certain other matters reviewed as part of the audit of the Company’s federal income tax returns for 2010 through 2014, and the lapse of statutes of limitations related to other unrecognized income tax benefits. Notwithstanding these written confirmations, the Company’s U.S. federal income tax returns for those years remain under examination by the IRS. Tax years 2015 and 2016 are closed to IRS audit as the statutes of limitations have lapsed. 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), and $16.9 million ($0.14) 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. 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: Deferred revenues, accruals and reserves .............................................................................. $ Net operating loss carryforwards ............................................................................................ Tax credit carryforwards ........................................................................................................ 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, 2020 2019 (In thousands) 66,926 $ 5,623 5,078 2,379 80,006 (5,613) 74,393 (4,167) (2,394) (6,561) 67,832 $ 70,539 17,897 5,516 7,401 101,353 (6,598) 94,755 (3,466) (3,608) (7,074) 87,681 53 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 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, 2020, the Company’s Other long-term tax liabilities include the $66.1 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, 2020, the Company’s deferred tax assets included $86.8 million of state net operating loss carryforwards, before applying tax rates for the respective jurisdictions. The tax credit carryforwards as of December 31, 2020 consisted primarily of foreign tax credit carryforwards. The state net operating loss carryforwards expire in various years from 2021 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, 2020 2019 (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 .......................................................................................................................... $ 231,339 $ 7,138 (199,107) 1,613 (17,255) 23,728 $ 223,455 4,467 (328) 3,745 — 231,339 As of December 31, 2020, approximately $23.1 million of unrecognized tax benefits, including penalties and interest, could affect the Company’s tax provision and effective tax rate. The Company does not expect the balance of unrecognized tax benefits to change materially during the next twelve months. 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 Commonwealth 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 U.S. federal statutes of limitations are closed for the 2015 and 2016 tax years. 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 of limitations closes on the year in which such attributes were utilized. The open years for examination in Switzerland are the 2012 tax year and forward. 54 2020VERISIGN FORM 10-K VERISIGN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) DECEMBER 31, 2020, 2019 AND 2018 Note 11. Commitments and Contingencies Purchase Obligations and Contractual Agreements The following table represents the minimum payments required by Verisign under certain purchase obligations, certain U.S. income tax obligations, leases, and the interest payments and principal on the Senior Notes: Purchase Obligations Transition Tax Operating Leases (In thousands) Senior Notes Total 87,063 $ 149,743 2021 .................................................................................. $ 48,691 $ 2022 .................................................................................. 108,698 87,063 2023 .................................................................................. 840,932 819,719 2024 .................................................................................. 76,253 52,375 2025 .................................................................................. 567,693 539,250 Thereafter ......................................................................... 602,250 602,250 Total .................................................................................. $ 72,737 $ 73,835 $ 11,277 $ 2,187,720 $ 2,345,569 7,772 $ 7,772 14,573 19,430 24,288 — 6,217 $ 3,401 1,190 353 116 — 10,462 5,450 4,095 4,039 — The amounts in the table above exclude $23.1 million of unrecognized tax benefits, 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, other service providers and the fixed portion of registry fees related to the operation of certain top-level domains. Registry fees for top-level domains that we operate where the amounts are variable or passed-through to registrars have been excluded from the table above. The Company does not have any significant purchase obligations beyond 2025. 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. The Company incurred registry fees for the .com registry of $36.3 million in 2020, $34.7 million in 2019, and $33.0 million in 2018. In connection with the .com Registry Agreement with ICANN, the Company is required to make annual payments of $4.0 million to ICANN from 2021 through 2025 to support efforts to maintain the security and stability of the DNS. These payments are included in Purchase obligations in the table above. 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 by the Tax Act, the Company will continue to pay the Transition Tax in installments as shown in the table above. 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 2025. Rental expenses under operating leases were not material in any period presented. Off-Balance Sheet Arrangements As of December 31, 2020 and 2019, 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. 55 2020VERISIGN FORM 10-K Supplementary Data (Unaudited) The following tables set forth unaudited supplementary quarterly financial data for the two-year period ended December 31, 2020. 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. 2020 March 31 (1) June 30 Quarter Ended Year Ended September 30 (2) December 31 (3) December 31, (In thousands, except per share data) Revenues .................................................. $ Gross Profit .............................................. $ Operating Income ..................................... $ Net income .............................................. $ Earnings per share: ................................... Basic (4) .............................................. $ Diluted (4) ........................................... $ 312,524 $ 266,951 $ 206,264 $ 334,116 $ 314,365 $ 270,757 $ 206,780 $ 152,479 $ 317,879 $ 272,855 $ 206,649 $ 170,979 $ 320,284 $ 1,265,052 274,312 $ 1,084,875 204,508 $ 824,201 157,314 $ 814,888 2.87 $ 2.86 $ 1.32 $ 1.32 $ 1.49 $ 1.49 $ 1.38 $ 1.38 $ 7.08 7.07 2019 Quarter Ended March 31 June 30 September 30 (In thousands, except per share data) December 31 Year Ended December 31, 306,289 $ 262,223 $ 201,693 $ 147,534 $ 306,408 $ 260,904 $ 200,252 $ 162,527 $ Revenues ................................................. $ Gross Profit ............................................. $ Operating Income .................................... $ Net income ............................................. $ Earnings per share: .................................. Basic ................................................... $ Diluted ................................................ $ —————— (1) Results for the quarter ended March 31, 2020 include the recognition of $167.8 million of previously unrecognized income tax benefits. (2) Results for the quarter ended September 30, 2020 include the recognition of $24.0 million of previously unrecognized income tax benefits. (3) Results for the quarter ended December 31, 2020 include the recognition of $12.4 million of previously unrecognized income tax benefits. (4) Earnings per share for the year is computed independently and may not equal the sum of the quarterly earnings per share. 308,421 $ 263,978 $ 205,616 $ 153,913 $ 1.30 $ 1.30 $ 1.36 $ 1.35 $ 1.24 $ 1.24 $ 1.27 $ 1.26 $ 310,543 $ 1,231,661 264,089 $ 1,051,194 198,566 $ 806,127 148,325 $ 612,299 5.17 5.15 We believe that period-to-period comparisons of our operating results are not necessarily 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. 56 2020VERISIGN FORM 10-K 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, 2020, 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 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, 2020 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, 2020. 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, 2020 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 16, 2021, our Board of Directors amended our Bylaws to decrease the aggregate ownership percentage of stockholders needed to call a special meeting from 25% to 10% as described in Article I, Section 2 of the Bylaws. The amended Bylaws, which were effective upon approval by our Board of Directors, contain certain notice and other requirements relevant to the ability of our stockholders to call a special meeting. This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.02 to this Form 10-K. 57 2020VERISIGN FORM 10-K  PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item regarding our directors and nominees, 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 2021 Annual Meeting of Stockholders and is incorporated herein by reference (our “2021 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 Form 10-K. 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 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 our company and our stockholders. 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. ITEM 11. EXECUTIVE COMPENSATION Information required by this item is incorporated herein by reference to our 2021 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 2020,” 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 2021 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this item is incorporated herein by reference to our 2021 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 2021 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.” 58 2020VERISIGN FORM 10-K 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. 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 33 36 37 38 39 40 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 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. 59 2020VERISIGN FORM 10-K Number Filed Herewith 2.1 3.01 4.1 4.1 4.1 X X Exhibit Number 2.01 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. Form 8-K Date 3/8/00 Incorporated by Reference 3.01 3.02 4.01 4.02 4.03 4.04 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 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. Indenture dated as of March 27, 2015 between VeriSign, Inc. and U.S. Bank National Association, as trustee. Indenture, dated as of July 5, 2017, between VeriSign, Inc. and U.S. Bank National Association, as trustee. 8-K 4/17/13 8-K 8-K 3/30/15 7/5/17 Description of Securities of the Registrant 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. VeriSign, Inc. Annual Incentive Compensation Plan. + Form of Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement]. + Amended and Restated Change-in-Control and Retention Agreement. + 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. VeriSign, Inc. 2006 Equity Incentive Plan Form of Non- Employee Director Restricted Stock Unit Agreement. + 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. VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement + 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. 10-K 7/12/07 10.27 4/8/15 Appendix A DEF 14A 10-Q 7/27/17 10-Q 7/27/17 8-K 9/7/11 10-Q 7/27/12 8-K 11/30/12 10.01 10.02 10.01 10.03 10.1 8-K 11/30/12 10.2 10-Q 4/28/16 8-K 12/13/19 10.01 10.1 10.12 VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement + 10-K 2/19/16 10.70 60 2020VERISIGN FORM 10-K 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 21.01 23.01 24.01 31.01 31.02 32.01 32.02 Exhibit Number 10.13 Exhibit Description Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on October 20, 2016 Form 8-K Date 10/20/16 Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016 8-K 10/20/16 Incorporated by Reference Number Filed Herewith 10.1 10.2 10.3 Amendment Number Thirty-Four (34) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016 Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan, as amended and restated + .Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on June 28, 2017. Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc. and the U.S. Department of Commerce, entered into on October 26, 2018 Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, 2018 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† Third Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2020. First Amendment to the .net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on April 27, 2020. 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). * 61 8-K 10/20/16 4/29/16 Appendix A DEF 14A 8-K 6/28/17 10.1 10.1 8-K 11/1/18 10-K 2/15/19 10.20 10-K 2/14/20 10.21 10-K 2/14/20 10.22 8-K 03/27/20 10.1 10-Q 10-K 10/22/20 2/14/20 10.01 21.01 X X X X X X 2020VERISIGN FORM 10-K Exhibit Number 101 104 Exhibit Description Incorporated by Reference Form Date Number 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). Filed Herewith X X * + † As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this 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. 62 2020VERISIGN FORM 10-K 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 19th day of February 2021. 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 19th day of February 2021. 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 Director Director Director Director Director Director 63 2020VERISIGN FORM 10-K (This page intentionally left blank) 2020VERISIGN FORM 10-K 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 2020 was a year that brought unexpected and serious challenges to businesses worldwide. In a year during which online connection became critical, Verisign’s continued focus on our mission – enabling the world to connect online with reliability and confidence, anytime, anywhere – allowed us to continue to provide businesses and individuals with the transparent and reliable navigation services they depend on. For a better understanding of how Verisign provides its services, please visit www.verisign.com. Verisign has maintained 100 percent operational accuracy and stability of the .com and .net domain name system for more than 23 years. This unparalleled achievement is due not only to the unwavering dedication of our team but, in 2020, also to our companywide commitments to mission and to employee safety first. As you know, operating at this level of performance, as required by our contractual commitments, gives us the opportunity to service the demand for .com and .net registrations. And as businesses turned to quality top level domains to broaden their online reach, new registrations increased. Our financial highlights for 2020 include: • Revenues totaled $1.27 billion for 2020, marking 10 straight years of revenue and operating income expansion since divesting non-core assets. • The domain name base for .com and .net names ended 2020 with 165 million names, up by 6.3 million net new names. This represents a 4.0 percent increase over the base at the end of the prior year. • We repurchased 3.7 million shares, returning $735 million to our stockholders. Since the company’s inception we have returned $11.0 billion to stockholders through share repurchases and $1.0 billion in special dividends. • Our balance sheet remained strong with year-end cash, cash equivalents and marketable securities at $1.17 billion. A major milestone for the Company in 2020 was the Third Amendment to the .com Registry Agreement. Together with its accompanying Letter of Intent this Amendment contains a number of changes and undertakings, including formalizing ongoing work to combat DNS abuse in its various forms. The Amendment also included a provision for flexibility in wholesale pricing. In response to the immediate uncertainty of the early weeks of COVID, we had frozen registry prices for all our top-level domains, including .com and .net, and waived wholesale registry restore fees. In February 2021 Verisign announced a registry price increase of $0.54 for .com domain names, effective September 1, 2021. Verisign is committed to responsible corporate citizenship. This commitment is reflected in our adoption of Diversity, Equity and Inclusion and Environmental, Social and Governance objectives, and the work of Verisign Cares, our philanthropic and charitable program, which saw a significant expansion in 2020. Having provided considerable immediate support to community organizations, first responders and small businesses at the onset of the pandemic, we then began exploring opportunities to help those whose jobs were displaced by, or perhaps lost to, COVID-19’s economic impact. In December Verisign Cares entered into its first partnership under this new initiative, with Virginia Ready, a newly established nonprofit organization in our home state of Virginia which helps motivated Virginians to reskill for in-demand jobs in high-growth sectors such as our own. Verisign Cares also made significant contributions to the Equal Justice Initiative during the summer’s eruption of social unrest, and to food banks in regions where we have business operations to help with immediate COVID-related hardship. Our direct charitable contributions in 2020 totaled $3.5 million. In a year of uncertainty, Verisign worked diligently throughout 2020 to reinforce the dependability of our operations. We will continue to maintain, invest in and evolve our infrastructure in 2021, and to work hard to deliver for our customers, communities, employees and stockholders. As always, thank you for your continued support. Jim Bidzos Executive Chairman and Chief Executive Officer April 2021 BOARD OF DIRECTORS D. James Bidzos Chairman of the Board of Directors, Executive Chairman, and Chief Executive Officer VeriSign, Inc. Ari Buchalter Chief Executive Officer Intersection Holdings, LLC Thomas F. Frist III Principal Frist Capital, LLC Louis A. Simpson Chairman Gulf Shore Private Capital, 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, Inc. 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 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, 2020, 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 George E. Kilguss, III Executive Vice President, Chief Financial Officer Thomas C. Indelicarto Executive Vice President, General Counsel, and Secretary 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 ecommerce. To learn more about what it means to be Powered by Verisign, please visit Verisign.com. WORLDWIDE UNITED STATES: ASIA: 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 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 I I V E R S G N 2 0 2 1 P R O X Y S T A T E M E N T | 2 0 2 0 A N N U A L R E P O R T 2021 PROXY STATEMENT 2020 ANNUAL REPORT i V e r i s g n c o m . 

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