8-K 1 ospn-20190612x8k.htm 8K_20190528

 

 

 

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 12, 2019


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.)

 

121 West Wacker Drive, Suite 2050

Chicago, Illinois 60601

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 766-4001

N/A

(Former name or former address, 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   

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.   

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Election of Directors

 

On June 12, 2019, the stockholders of the Company, based upon the recommendation of the Company’s Board of Directors, elected two new individuals to serve on the Company’s Board of Directors. In connection with the election, the Board expanded the size of the Board to eight directors. Marc Boroditsky and Marc Zenner (the “New Directors”) joined the Board on June 12, 2019 and participated in the Board’s annual meeting on such date where the Board appointed each of them to serve on the Audit, Compensation, and Corporate Governance and Nominating Committees. Mr. Zenner was also designated as a financial expert on the Audit Committee.

 

There is no agreement or understanding between the New Directors and any other person pursuant to which he was appointed to the Board. Each of the New Directors is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

As non-employee directors, in accordance with the Company’s Director Compensation Policy, the New Directors will each receive a pro rata portion of the $105,000 annual equity retainer, $60,000 annual cash retainer, and annual fees of $4,000, $3,000 and $3,000 for serving as a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, respectively. Such director compensation will be based on six and one-half months out of 12 months of service.

 

Compensatory Arrangements

As described under Item 5.07, at the Annual Meeting of Stockholders of OneSpan Inc. (the “Company”) held on June 12, 2019, the Company’s shareholders approved the OneSpan Inc. 2019 Omnibus Incentive Plan (the “2019 Omnibus Plan”), which the Company’s Board of Directors had adopted, subject to shareholder approval, on February 1, 2019.

 

The 2019 Omnibus Plan permits the Company to grant awards to directors, officers, and other employees of the Company, as well as consultants, independent contractors, and agents in limited circumstances. The 2019 Omnibus Plan permits the issuance of awards in a variety of forms, including (1) nonqualified and incentive stock options for the purchase of Common Stock, (2) stock appreciation rights, (3) deferred stock, (4) other stock-based awards (including restricted stock and performance awards). The Committee may condition the grant or vesting of such awards on the achievement of performance goals or the passage of time. The aggregate number of shares of Common Stock available for issuance under the 2019 Omnibus Plan is 5,000,000.

 

The description of the 2019 Omnibus Plan is contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2019 in connection with the Company’s 2019 Annual Meeting of Shareholders (the “2019 Proxy Statement”), under the caption “Proposal 2 – Approval of the OneSpan Inc. 2019 Omnibus Incentive Plan”. The above description of the 2019 Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2019 Omnibus Plan, which is attached as Attachment A to the 2019 Proxy Statement.

Item 5.07       Submission of Matters to a Vote of Security Holders

On June 12, 2019, the Company held its Annual Meeting of Stockholders. Results of votes with respect to proposals submitted at that meeting are as follows:

1.

To elect eight directors to serve on the Board of Directors until the next annual meeting of shareholders and until his or her successor is duly elected and qualified, or until their resignation or removal. Based on the votes set forth below, the director nominees were duly elected.

2

 

 

 

 

 

 

 

 

 

 

    

Shares Voted
For

    

Shares Voted
Against

    

Abstentions

 

Broker
Non-Votes

John N. Fox, Jr.

 

28,258,560

 

3,680,707

 

12,125

 

2,983,559    

Marc D. Boroditsky

 

31,800,705

 

138,762

 

11,925

 

2,983,559

Michael P. Cullinane

 

26,499,001

 

5,440,466

 

11,925

 

2,983,559

Jean K. Holley

 

24,779,316

 

7,162,299

 

9,777

 

2,983,559

T. Kendall Hunt

 

29,626,159

 

2,315,958

 

9,275

 

2,983,559

Matthew Moog

 

29,249,105

 

2,690,362

 

11,925

 

2,983,559

Scott M. Clements

 

31,634,665

 

304,802

 

11,925

 

2,983,559

Marc Zenner

 

29,709,167

 

141,039

 

2,101,186

 

2,983,559

 

2.

To approve the OneSpan Inc. 2019 Omnibus Incentive Plan. Based on the votes set forth below, the Company’s shareholders voted to approve this proposal.

 

 

 

 

 

 

 

Shares Voted
For

    

Shares Voted
Against

    

Abstentions

    

Broker
Non-Votes

30,496,643

 

1,435,960

 

18,789

 

2,983,559

 

 

3.

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2019. Based on the votes set forth below, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was duly ratified.

 

 

 

 

 

 

 

Shares Voted
For

    

Shares Voted
Against

    

Abstentions

    

Broker
Non-Votes

33,512,815

 

1,136,697

 

285,439

 

--

 

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits.

 

 

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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 14, 2019

OneSpan Inc.

 

 

 

/s/ Mark S. Hoyt

 

Mark S. Hoyt

 

Chief Financial Officer

 

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