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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 7, 2024
________________________________________________
OneSpan Inc.
(Exact name of registrant as specified in charter)
________________________________________________
Delaware000-2438936-4169320
(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 classTrading Symbol(s)Name of each exchange on which registered
Common SharesOSPNNASDAQ
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 5.07 Submission of Matters to a Vote of Security Holders
On June 7, 2024, OneSpan Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”).
At the close of business on April 9, 2024, the record date for the determination of stockholders entitled to vote at the 2024 Annual Meeting, there were 37,845,159 shares of Company common stock outstanding. At the 2024 Annual Meeting, 32,582,283 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 2025 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
27,364,753
357,952
11,163
4,848,415
Garry Capers
22,925,015
4,792,892
15,961
4,848,415
Sarika Garg
27,053,545
675,680
4,643
4,848,415
Marianne Johnson
25,902,492
1,820,467
10,909
4,848,415
Michael McConnell

25,255,879

2,466,731
11,258

4,848,415
Alfred Nietzel
27,400,189
328,841
4,838
4,848,415
Marc Zenner
27,453,844
275,189
4,835
4,848,415
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
20,200,0237,321,769212,0764,848,415

3.
To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024. 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
30,157,7022,409,87314,708—

ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Number
Description
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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2024OneSpan Inc.
/s/ Lara Mataac
Lara Mataac
General Counsel

v3.24.1.1.u2
Cover
Jun. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 07, 2024
Entity Registrant Name OneSpan Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-24389
Entity Tax Identification Number 36-4169320
Entity Address, Address Line One 1 Marina Park Drive
Entity Address, Address Line Two Unit 1410
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02210
City Area Code 312
Local Phone Number 766-4001
Title of 12(b) Security Common Shares
Trading Symbol OSPN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001044777
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