Onespan Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors named in the proxy statement to serve until the 2027 annual meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory approval of the named executive officer compensation as disclosed in the proxy statement for 2025.

3. 3

   Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (Say-on-Pay Frequency

   ManagementBoard: FOR

   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.

4. 4

   Approval of Stock Plan Amendment

   ManagementBoard: FOR

   Approve amendment to Amended and Restated 2019 Omnibus Incentive Plan to increase available shares by 2,000,000.

   More detail

   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.

5. 5

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026 (advisory, non-binding).

Upcoming shareholder meetings at Onespan Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Onespan Inc 2026 annual meeting?

Onespan Inc (OSPN) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Onespan Inc 2026 meeting?

The record date for the Onespan Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Onespan Inc's 2026 meeting?

The board is presenting 7 director nominees at the Onespan Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Onespan Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Onespan Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.