Independent
Tenure on this board
5.2 yrs
7 nominees · 5 ballot items.
Election of seven directors; advisory approval of named executive officer compensation; advisory vote on frequency of future say-on-pay votes (one year); approve amendment to increase shares under 2019 Omnibus Incentive Plan by 2,000,000; ratify appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Elect seven directors named in the proxy statement to serve until the 2027 annual meeting.
Non-binding advisory approval of the named executive officer compensation as disclosed in the proxy statement for 2025.
Non-binding advisory vote on whether future advisory votes on named executive officer compensation should occur every one, two, or three years; Board recommends ONE YEAR.
Approve amendment to Amended and Restated 2019 Omnibus Incentive Plan to increase available shares by 2,000,000.
Proposal 4 asks shareholders to approve a 2,000,000-share increase to the authorized pool under OneSpan’s 2019 Omnibus Incentive Plan. Management argues the increase is necessary to maintain competitive equity grant capacity given recent hires and acquisitions (Nok Nok Labs and Build38) and that lower stock prices have increased share burn. The amendment does not change plan governance terms or add an evergreen feature; it preserves anti-dilution adjustments, a minimum one-year vesting, no repricing without shareholder approval, limits on non-employee director awards, and committee administration by independent directors. Management shows overhang and burn rate metrics and asserts the requested increase would represent roughly 5.4% of outstanding shares as of April 8, 2026 and expects grants to last 1–3 years; they caution that failure to approve may require higher cash compensation or impair hiring/retention. The Board recommends FOR, noting the amendment’s features intended to protect shareholders (no repricing, no automatic vesting on change in control, no evergreen, limited liberal recycling). The Committee reviewed peer burn-rate benchmarks and concluded the increase is judicious and consistent with governance best practices. Vote FOR is recommended to preserve equity-based pay competitiveness and alignment with stockholder interests.
Ratify appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026 (advisory, non-binding).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.60% | 2,077,662 | $22M |
| 2 | Legal General Group Plc | 5.31% | 1,967,954 | $21M |
| 3 | Neuberger Berman Group LLC | 4.40% | 1,629,976 | $17M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 1,606,479 | $17M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.75% | 1,389,720 | $15M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.70% | 1,371,050 | $14M |
| 7 | STATE STREET CORP | 3.58% | 1,328,604 | $14M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.42% | 1,268,242 | $13M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.72% | 1,009,376 | $11M |
| 10 | BlackRock, Inc. | 2.70% | 1,001,864 | $11M |
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