ospn-20250606
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 6, 2025
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OneSpan Inc.
(Exact name of registrant as specified in charter)
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| Delaware | 000-24389 | 36-4169320 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
1 Marina Park Drive, Unit 1410
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 766-4001
N/A
(Former name, former address and former fiscal year, if changed since last report)
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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 Shares | OSPN | NASDAQ | ||||||
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 (see General Instruction A.2. below):
| ☐ | 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)) | ||||
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 o
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. o
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As discussed in Item 5.07 below, on June 6, 2025, the stockholders of OneSpan Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2019 Omnibus Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock available for issuance thereunder by 1,500,000 shares. A copy of the 2019 Plan, as amended by the Amendment, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On June 6, 2025, the Company held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”).
At the close of business on April 8, 2025, the record date for the determination of stockholders entitled to vote at the 2025 Annual Meeting, there were 38,230,467 shares of Company common stock outstanding. At the 2025 Annual Meeting, 33,606,060 shares of Company common stock were present in person or by proxy. Set forth below is information regarding the votes cast for each proposal:
1.To elect seven directors to serve on the board of directors of the Company until the 2026 annual meeting of stockholders, until their successors are duly elected and qualified or until their earlier death, resignation or removal. Based on the votes set forth below, each of the seven director nominees was duly elected.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Marc Boroditsky | 27,346,694 | 3,299,473 | 17,994 | 2,941,899 | ||||||||||||||||||||||
| Garry Capers | 27,251,343 | 3,394,816 | 18,002 | 2,941,899 | ||||||||||||||||||||||
| Sarika Garg | 30,532,191 | 115,211 | 16,759 | 2,941,899 | ||||||||||||||||||||||
| Marianne Johnson | 25,762,341 | 4,880,973 | 20,847 | 2,941,899 | ||||||||||||||||||||||
| Michael McConnell | 21,152,863 | 9,493,304 | 17,994 | 2,941,899 | ||||||||||||||||||||||
| Alfred Nietzel | 30,455,655 | 197,901 | 10,605 | 2,941,899 | ||||||||||||||||||||||
| Marc Zenner | 30,509,158 | 137,072 | 17,931 | 2,941,899 | ||||||||||||||||||||||
2.To approve, on an advisory (non-binding) basis, the Company’s named executive officer compensation. Based on the votes set forth below, the Company’s stockholders voted to approve this proposal.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 27,620,052 | 2,968,074 | 76,035 | 2,941,899 | |||||||||||||||||
3.To approve an amendment of the Company’s 2019 Omnibus Incentive Plan to increase available shares thereunder by 1,500,000 shares. Based on the votes set forth below, the Company’s stockholders voted to approve this proposal.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 27,671,531 | 2,979,330 | 13,300 | 2,941,899 | |||||||||||||||||
4.To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025. Based on the votes set forth below, the Company’s stockholders voted to approve this proposal.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 30,173,219 | 3,401,841 | 31,000 | — | |||||||||||||||||
ITEM 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | ||||
SIGNATURE
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.
| Date: June 10, 2025 | OneSpan Inc. | ||||
| /s/ Lara Mataac | |||||
| Lara Mataac | |||||
| General Counsel | |||||