{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-23-021511","form_type":"8-K","ticker":"OSPN","cik":"0001044777","company_name":"OneSpan Inc.","filed_at":"2023-06-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.748966+00:00","generated_at":"2026-06-14T04:40:18.528859+00:00","sec_items":["5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.15,"confidence":"high","headline":"OneSpan holds 2023 annual meeting; all director nominees and proposals pass","bullets":["Eight directors elected to one-year terms; Garry Capers received 23.2M for, 7.4M against (24% withheld).","Advisory vote on executive compensation approved: 28.2M for, 2.4M against, 10k abstain.","Ratification of KPMG as independent auditor for 2023 approved: 33.2M for, 2.5M against."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-23-021511","json":"https://secwatch.observer/filing/0001628280-23-021511.json","markdown":"https://secwatch.observer/filing/0001628280-23-021511.md","text":"https://secwatch.observer/filing/0001628280-23-021511.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1044777/000162828023021511/0001628280-23-021511-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1044777/000162828023021511/ospn-20230608.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T04:40:18.528859+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0ededa80372c4209440d3ed0e1be2eb22bbbb838","claim":"OneSpan Inc. shareholders approved To approve, on an advisory (non-binding) basis, the Company's named executive officer compensation at the 2023-06-08 meeting.","evidence_excerpt":"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 28,226,527 2,392,860 10,126 5,038,744","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1044777/000162828023021511/0001628280-23-021511-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"7a1aa5c9844d26367ab844b660b6fc5336748a34","claim":"OneSpan Inc. shareholders approved To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023 at the 2023-06-08 meeting.","evidence_excerpt":"3. To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023. 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 33,210,123 2,450,862 7,272 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1044777/000162828023021511/0001628280-23-021511-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"aa820d171bfab1a75bb0413d160e469c643fec46","claim":"OneSpan Inc. shareholders approved To elect eight directors to serve on the board of directors of the Company until the 2024 annual meeting of stockholders at the 2023-06-08 meeting.","evidence_excerpt":"1. To elect eight directors to serve on the board of directors of the Company until the 2024 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 eight director nominees was duly elected. Shares Voted For Shares Voted Against Abstentions Broker Non-Votes Marc Boroditsky 30,515,858 109,463 4,192 5,038,744 Garry Capers 23,200,737 7,424,269 4,507 5,038,744 Sarika Garg 29,958,446 666,751 4,316 5,038,744 Marianne Johnson 29,984,705 640,816 3,992 5,038,744 Michael McConnell 28,352,379 2,272,892 4,242 5,038,744 Matthew Moynahan 30,495,950 102,835 30,728 5,038,744 Alfred Nietzel 30,337,598 247,603 4,312 5,038,744 Marc Zenner 30,497,323 127,846 4,344 5,038,744","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1044777/000162828023021511/0001628280-23-021511-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}