OneSpan Inc.

8-K · ospn-20260605.htm iXBRL

0001044777 2026-06-05 2026-06-05

 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