SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 9, 2021, OneSpan Inc. (the “Company”) held its annual meeting of stockholders (the “2021 Annual Meeting”).
At the close of business on April 19, 2021, the record date for the determination of stockholders entitled to vote at the 2021 Annual Meeting, there were 40,232,701 shares of Company common stock outstanding. At the 2021 Annual Meeting, 35,147,787 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 eight directors to serve on the Board of Directors until the 2022 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.|
Marc D. Boroditsky
Garry L. Capers
Scott M. Clements
John N. Fox, Jr.
Jean K. Holley
|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.|
|3.||To ratify, on an advisory (non-binding) basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021. 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, 2021 was duly ratified.|
As previously disclosed, on May 28, 2021, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) by and among the Company, on the one hand, and Legion Partners Asset Management, LLC, a Delaware limited liability company, Legion Partners, L.P. I, a Delaware limited partnership, Legion Partners, L.P. II, a Delaware limited partnership, Legion Partners Offshore I SP I, a Delaware segregated portfolio company of Legion Partners Offshore Opportunities SPC I, a company organized under the laws of the Cayman Islands, Legion Partners, LLC, a Delaware limited liability company, Legion Partners Holdings, LLC, a Delaware limited liability company, Christopher S. Kiper, an individual, and Raymond T. White, an individual (the foregoing, collectively with each of their respective Affiliates (as defined in the Cooperation Agreement), the “Investor Group”), on the other hand. Information regarding the Cooperation Agreement was included in Items 1.01 and 5.02 of the Company’s Current Report on Form 8-K filed on May 28, 2021 and is incorporated herein by reference. Pursuant to the Cooperation Agreement, the Company is obligated to reimburse the Investor Group for its
reasonable, documented out-of-pocket fees and expenses incurred in connection with the 2021 Annual Meeting and the negotiation of the Cooperation Agreement up to an amount of $750,000 in the aggregate. Accordingly, the Company does not anticipate that it will be obligated to reimburse more than $750,000 of the Investor Group’s fees and expenses. Furthermore, in accordance with the terms of the Cooperation Agreement, the Board of Directors appointed Sarika Garg and Michael J. McConnell to the Board on June 9, 2021 bringing the current total number of directors to ten.
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 10, 2021
/s/ Steven R. Worth
Steven R. Worth
Interim Chief Financial Officer, General Counsel, Chief Compliance Officer, Treasurer and Secretary