VERISIGN INC/CA
Shareholder Proposals
Item 5
Adopt an enduring policy requiring the Board Chair role to be held by an independent (non-executive) director separate from the CEO.
Request that the Company adopt a permanent policy—amending governing documents and Corporate Governance Guidelines as needed—so that the roles of Board Chair and CEO are held by two different people, and that the Chair be an independent director. The proposal specifies that a Lead Independent Director is not an adequate substitute and allows the Board to appoint a temporary non-independent chair only while an independent chair is sought. Proponents argue the change would improve impartial oversight, mitigate conflicts of interest, increase transparency and shareholder confidence, and help address strategic and governance-related challenges noted in 2025. The submission cites recent investor selling, margin pressures, analyst concerns, and public criticism of the company’s market position as contextual rationale for the requested policy change.