OneSpan (NASDAQ: OSPN) investors approve 2M-share plan boost and all 2026 proposals

Rhea-AI Filing Summary

OneSpan Inc. reported results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the Amended and Restated 2019 Omnibus Incentive Plan to increase the shares of common stock available for issuance by 2,000,000 shares.

As of the April 8, 2026 record date, there were 37,071,341 shares of common stock outstanding, and 31,392,771 shares were represented at the meeting. Seven director nominees were elected, named executive officer compensation was approved on an advisory basis, and annual advisory say‑on‑pay frequency was set at every one year.

Stockholders also approved the amendment to the 2019 Omnibus Incentive Plan and ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 2,000,000 shares Shares outstanding: 37,071,341 shares Shares represented at meeting: 31,392,771 shares +3 more

6 metrics

Incentive plan share increase 2,000,000 shares Additional shares available under Amended and Restated 2019 Omnibus Incentive Plan

Shares outstanding 37,071,341 shares Common stock outstanding as of April 8, 2026 record date

Shares represented at meeting 31,392,771 shares Common stock present in person or by proxy at 2026 annual meeting

Say-on-pay votes for 23,806,502 shares Advisory approval of named executive officer compensation

Say-on-pay frequency annual votes 25,004,190 shares Support for holding advisory compensation vote every one year

Auditor ratification votes for 28,353,369 shares Ratification of KPMG LLP as independent registered public accounting firm for 2026

Key Terms

Amended and Restated 2019 Omnibus Incentive Plan, broker non-votes, advisory (non-binding), independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2019 Omnibus Incentive Plan financial

"A copy of the Amended and Restated 2019 Omnibus Incentive Plan, as amended by the Amendment, is filed as Exhibit 10.1"

broker non-votes financial

"Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) financial

"To approve, on an advisory (non-binding) basis, the Company’s named executive officer compensation."

independent registered public accounting firm financial

"To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company o o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/05/2026 - 04:09 PM Accepted by SEC EDGAR 06/05/2026 - 04:08 PM Learn about SEC filing dates

FAQ

What did OneSpan (OSPN) stockholders approve regarding the 2019 Omnibus Incentive Plan?

Stockholders approved an amendment to increase available shares under the 2019 Omnibus Incentive Plan by 2,000,000 shares. This expands the pool of common stock that can be granted for equity-based compensation to eligible participants under the plan.

How many OneSpan (OSPN) shares were outstanding and represented at the 2026 annual meeting?

As of the April 8, 2026 record date, OneSpan had 37,071,341 shares of common stock outstanding. At the 2026 annual meeting, 31,392,771 shares were present in person or by proxy and entitled to vote on the proposals.

Were OneSpan (OSPN) director nominees elected at the 2026 annual meeting?

Yes. All seven director nominees, including Marc Boroditsky, Garry Capers, and others listed, were elected to serve until the 2027 annual meeting or until their successors are duly elected and qualified or earlier departure.

Did OneSpan (OSPN) stockholders approve named executive officer compensation?

Yes. On an advisory, non-binding basis, stockholders approved the company’s named executive officer compensation, with 23,806,502 shares voted for, 2,629,264 against, 134,122 abstentions, and 4,822,883 broker non-votes recorded.

How often will OneSpan (OSPN) hold future say-on-pay advisory votes?

Stockholders voted to hold future advisory votes on named executive officer compensation every one year, with 25,004,190 shares supporting an annual vote, compared with smaller support for two-year and three-year frequencies.

Which auditing firm did OneSpan (OSPN) stockholders ratify for 2026?

Stockholders ratified the appointment of KPMG LLP as OneSpan’s independent registered public accounting firm for 2026, with 28,353,369 shares voted for, 2,940,929 against, and 98,473 abstentions recorded.

false000104477700010447772026-06-052026-06-05

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): June 5, 2026

________________________________________________

OneSpan Inc.

(Exact name of registrant as specified in charter)

________________________________________________

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)

________________________________________________

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 5, 2026, the stockholders of OneSpan Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock available for issuance thereunder by 2,000,000 shares. A copy of the Amended and Restated 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 5, 2026, the Company held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

At the close of business on April 8, 2026, the record date for the determination of stockholders entitled to vote at the 2026 Annual Meeting, there were 37,071,341 shares of Company common stock outstanding. At the 2026 Annual Meeting, 31,392,771 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 2027 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						22,492,552						4,037,762						39,574						4,822,883
Garry Capers						25,481,426						1,008,352						80,100						4,822,883
Sarika Garg						25,904,565						627,654						37,669						4,822,883
Marianne Johnson						20,320,165						6,140,681						109,042						4,822,883
Michael McConnell						21,642,406						4,871,171						56,311						4,822,883
Alfred Nietzel						23,857,669						2,597,667						114,552						4,822,883
Marc Zenner						25,896,329						555,934						117,625						4,822,883

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
23,806,502						2,629,264						134,122						4,822,883

3.To approve, on an advisory basis, the frequency of future advisory votes on our named executive officer compensation. Based on the votes set forth below, the Company’s stockholders voted in favor of holding future advisory votes on our named executive officer compensation every ONE year

Shares Voted For Every ONE Year						Shares Voted For Every TWO Year						Shares Voted For Every THREE Year						Abstentions						Broker Non-Votes
25,004,190						24,674						1,448,481						92,543						4,822,883

4.To approve an amendment of the Company’s 2019 Omnibus Incentive Plan to increase available shares thereunder by 2,000,000 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
22,943,147						3,579,775						46,966						4,822,883

5.To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. 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
28,353,369						2,940,929						98,473						—

ITEM 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit Number			Description
10.1			Amended and Restated 2019 Omnibus Incentive Plan of the Company, as amended
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 05, 2026			OneSpan Inc.
			/s/ Lara Mataac
			Lara Mataac
			General Counsel

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 139.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB