Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2025

VERISIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



000-23593						94-3221585
(Commission File Number)						(IRS Employer Identification No.)



12061 Bluemont Way,
Reston,	Virginia	20190
(Address of principal executive offices)		(Zip Code)

(703) 948-3200

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	VRSN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2025, George E. Kilguss III, Executive Vice President and Chief Financial Officer of VeriSign, Inc. (the “Company”), informed the Company’s Board of Directors (the “Board”) of his intention to retire, effective May 31, 2025.

The Board has appointed John D. Calys, the Company’s Senior Vice President, Global Controller and Chief Accounting Officer, to succeed Mr. Kilguss upon the date of Mr. Kilguss’ retirement. In such roles, Mr. Calys will be the Company’s Principal Financial Officer and Principal Accounting Officer. Mr. Calys, age 65, has served as Senior Vice President, Global Controller and Chief Accounting Officer at Verisign since April 2024. From 2020, Mr. Calys served as its Senior Vice President and Global Controller and as Vice President and Global Controller from 2010 through 2020. He also served as its interim Chief Financial Officer in 2011 and 2012.

There are no arrangements or understandings between Mr. Calys and any other persons, pursuant to which he was appointed as Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Calys and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Calys and the Company have previously entered into the Company’s standard form of indemnity agreement. No decision as to new compensation terms have been made as of the date of this filing.

The Company anticipates Mr. Kilguss will serve as an advisor following his retirement, it is expected that Mr. Kilguss will be compensated for service as an advisor to the Company, but no decision as to such compensation terms have been made as of the date of this filing.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Text of press release of VeriSign, Inc. issued on February 13, 2025.

104						Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VERISIGN, INC.

Date: February 13, 2025

By:

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Executive Vice President, General Counsel and Secretary

Verisign Announces the Retirement of George E. Kilguss III, Executive Vice President and Chief Financial Officer

RESTON, VA - Feb. 13, 2025 - VeriSign, Inc. (NASDAQ: VRSN), a global provider of critical internet infrastructure and domain name registry services, today announced that after 13 years with the Company, George E. Kilguss III, Executive Vice President and Chief Financial Officer, has decided to retire effective May 31, 2025. Mr. Kilguss has served as Chief Financial Officer since 2012. The Company anticipates that Mr. Kilguss will serve as an advisor following his retirement.

The Board expressed its sincere appreciation to Mr. Kilguss for his years of service to the Company and especially for his dedicated and mission-focused leadership. “On behalf of the Board of Directors, I would like to thank George for his mission-focused leadership over his 13 years at Verisign. His financial expertise and discipline have made Verisign a better company and served our shareholders well. And the strong team he has built will serve the Company for many years to come,” said Jim Bidzos, Executive Chairman, President and Chief Executive Officer.

John D. Calys, Verisign’s Senior Vice President, Global Controller and Chief Accounting Officer, has been appointed to succeed Mr. Kilguss as Chief Financial Officer, effective upon Mr. Kilguss’ retirement.

“I am proud to welcome John back to the role of CFO,” said Bidzos, “John has been with Verisign for 14 years and has previously served as interim CFO during that time.”

Mr. Calys’ career spans more than 35 years and he has extensive experience in financial management and business leadership. Mr. Calys joined Verisign in December 2010. During his tenure, he has played key leadership roles, including serving as interim chief financial officer during 2011 and 2012. Mr. Calys has served as Senior Vice President, Global Controller and Chief Accounting Officer at Verisign, Mr. Calys has been responsible for all corporate accounting, financial reporting, tax strategy, enterprise risk management and sourcing and procurement.

“I welcome this opportunity to contribute to the Company as CFO,” said Mr. Calys. “Working side by side with George for 13 years has been a great way of participating in responsible financial management, which I will continue.”

About Verisign

Verisign (NASDAQ: VRSN), a global provider of critical internet infrastructure and domain name registry services, enables internet navigation for many of the world’s most recognized domain names. Verisign helps enable the security, stability, and resiliency of the Domain Name System and the internet by providing root zone maintainer services, operating two of the 13 global internet root servers, and providing registration services and authoritative resolution for the .com and .net top-level domains, which support the majority of global e-commerce. To learn more please visit verisign.com.

Contacts

Investor Relations: David Atchley, datchley@verisign.com, 703-948-3447

Media Relations: David McGuire, davmcguire@verisign.com, 703-948-3800

©2025 VeriSign, Inc. All rights reserved. VERISIGN, the VERISIGN logo, and other trademarks, service marks, and designs are registered or unregistered trademarks of VeriSign, Inc. and its subsidiaries in the United States and in foreign countries. All other trademarks are property of their respective owners.

Document and Entity Information Document	Feb. 13, 2025
Cover [Abstract]
Local Phone Number	948-3200
Document Type	8-K
Entity Registrant Name	VERISIGN INC/CA
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Address, Address Line One	12061 Bluemont Way,
Entity File Number	000-23593
Entity Tax Identification Number	94-3221585
Entity Address, City or Town	Reston,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
Trading Symbol	VRSN
Entity Central Index Key	0001014473
Amendment Flag	false
Security Exchange Name	NASDAQ
Document Period End Date	Feb. 13, 2025
Entity Incorporation, State or Country Code	DE
City Area Code	703