UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 2020 (
(Exact name of registrant as specified in charter)
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
T. Kendall Hunt, the founder of OneSpan Inc. (the “Company”) and the Company’s former Chief Executive Officer and former Executive Chairman, retired from the Company’s board of directors (the “Board”), tendering his resignation effective as of September 12, 2020.
Item 7.01. | Regulation FD Disclosure. |
Supplement to Corporate Compliance Stock Trading Policy
On August 19, 2020, the Board adopted a Supplement to the Company’s Corporate Compliance Stock Trading Policy (the “Supplement”). The Supplement prohibits each member of the Board (each, a “Director”) as well as each Director’s Immediate Family Members and Affiliates (as each is defined in the Supplement) from selling, transferring or otherwise disposing of any securities issued by or related to the Company while such Director is serving on the Board or within 10 days after such Director ceases to serve on the Board (other than due to such Director’s death or disability or such Director’s failure to be elected by the stockholders of the Company after being nominated for re-election by the Board). The Supplement became effective as of August 19, 2020 and will terminate on August 19, 2022.
The above description of the Supplement is qualified by reference to the full text of the Supplement, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Press Release
On September 14, 2020, the Company issued a press release regarding Mr. Hunt’s retirement and certain steps taken to refresh the board of directors in the last two years. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits:
Exhibit No. |
| Description |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
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: September 14, 2020 | By: | /s/ Scott Clements |
Scott Clements | ||
Chief Executive Officer | ||