---
schema_version: "secwatch.filing_event.v1"
accession: "0001044777-26-000034"
form_type: "8-K"
ticker: "OSPN"
cik: "0001044777"
company_name: "OneSpan Inc."
filed_at: "2026-06-05T20:08:42+00:00"
generated_at: "2026-06-05T20:18:35.828315+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve 2M share increase to 2019 Omnibus Incentive Plan

## Summary
- Plan amendment approved with 22.94M for (84.8%) and 3.58M against; shares available increase by 2M.
- All seven director nominees elected; Marc Boroditsky received 22.49M for, 4.04M against.
- Say-on-pay approved 23.81M for vs 2.63M against; advisory frequency set to every 1 year.
- Ratification of KPMG as auditor for 2026 passed with 28.35M for, 2.94M against.
- Annual meeting had 31.39M of 37.07M outstanding shares present (84.7% quorum).

## SEC filing metadata
- accession: 0001044777-26-000034
- form_type: 8-K
- ticker: OSPN
- cik: 0001044777
- company_name: OneSpan Inc.
- filed_at: 2026-06-05T20:08:42+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/0001044777-26-000034-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/ospn-20260605.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001044777-26-000034
- JSON: https://secwatch.observer/filing/0001044777-26-000034.json
- Plain text: https://secwatch.observer/filing/0001044777-26-000034.txt

## Key facts
- Shareholder Votes
  OneSpan Inc. shareholders approved Advisory vote on frequency of future advisory votes on executive compensation. at the 2026-06-05 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/0001044777-26-000034-index.htm
- Shareholder Votes
  OneSpan Inc. shareholders approved Advisory vote to approve named executive officer compensation. at the 2026-06-05 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/0001044777-26-000034-index.htm
- Shareholder Votes
  OneSpan Inc. shareholders approved Amendment to 2019 Omnibus Incentive Plan to increase available shares by 2,000,000 shares. at the 2026-06-05 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/0001044777-26-000034-index.htm
- Shareholder Votes
  OneSpan Inc. shareholders approved Ratification of appointment of KPMG LLP as independent auditor for 2026. at the 2026-06-05 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/0001044777-26-000034-index.htm
- Shareholder Votes
  OneSpan Inc. shareholders approved Election of seven directors to serve until the 2027 annual meeting. at the 2026-06-05 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1044777/000104477726000034/0001044777-26-000034-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.