VERISIGN INC | Separate Chair & CEO at Verisign, Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
VRSN
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. An independent Board Chairman could also help Verisign (VRSN) deal with future headwinds like those that emerged in 2025: Warren Buffett's Berkshire Hathaway, previously VRSN?s largest shareholder, sold nearly one-third of its stake in VRSN for $1.23 billion in July 2025, causing VRSN shares to fall more than 7% in early trading following the news. In addition to Berkshire Hathaway, other institutional investors, such as Amundi and the California Public Employees Retirement System, significantly decreased their positions in VRSN stock throughout the year. Operating expenses increased in Q3 2025, driven by higher legal costs and incentive pay. Analysts noted that expense growth has been outpacing revenue growth, leading to contracting operating margins. The net profit margin decreased to 49% in 2025, down from 55% the previous year. At least one analyst initiated a "sell" rating on VRSN, arguing that VRSN?s premium valuation is unjustified given limited growth drivers and industry dynamics. Other firms issued "hold" or "neutral" ratings, contributing to a general "Hold" consensus rating among analysts. VRSN continues to face criticism regarding its government-sanctioned monopoly over the .com domain registry, with advocacy groups like the American Economic Liberties Project urging the NTIA and the Department of Justice to intervene and break up its power. VRSN insider selling has been noted as a potential concern, raising questions about VRSN management confidence. The growth of the domain base in the Asia Pacific region, including China, was not as strong in the second half of 2025 as it was in the first half of the year.

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