DEF: OneSpan Inc. Announces Details for 2025 Annual Stockholders Meeting, Including Director Elections and Incentive Plan Amendment

OneSpan Inc. has set the date for its 2025 annual stockholders meeting on June 6, 2025, featuring proposals for director elections, executive compensation, and an amendment to the 2019 Omnibus Incentive Plan.

Summary

• OneSpan Inc. will hold its annual stockholders meeting virtually on June 6, 2025.
• Stockholders will vote on the election of seven directors, executive compensation, an amendment to the 2019 Omnibus Incentive Plan to increase available shares by 1,500,000, and the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2025.
• The board recommends voting for all proposals.
• The record date for determining stockholders eligible to vote is April 8, 2025.
• The meeting will be held virtually at www.virtualshareholdermeeting.com/OSPN2025.
• Garry Capers will assume the role of Chair of the Board effective June 7, 2025, replacing Alfred Nietzel, who will remain a director.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with improved financial performance and strategic initiatives. The focus on corporate governance and ethical standards further contributes to a favorable sentiment.

Positives

• The board is committed to effective corporate governance and high ethical standards.
• All seven directors are independent.
• The company has a separate Chair and CEO.
• The company has a declassified board.
• The company discloses a board skills matrix.
• The company has a majority vote standard for uncontested director elections.
• The company holds regular executive sessions of the independent directors.
• All standing board committees consist solely of independent directors.
• The company has an active stockholder outreach program.
• The company conducts regular board self-evaluations and assessments of board composition.
• Specific key risk management functions are designated to board committees.
• The board regularly reviews the overall risk management program.
• Executive officers and directors are prohibited from hedging and pledging OneSpan securities.
• The company has stock ownership requirements for directors, CEO and CFO.
• The company has a Code of Conduct and Ethics administered by management under the supervision of the board.

Future Outlook

The company seeks to drive profitable, efficient growth in both operating segments, with a particular emphasis on subscription revenue growth.

Industry Context

OneSpan operates in the global technology industry, focusing on advanced secure authentication and digital agreements, competing for executive talent in a highly competitive market.

Comparison to Industry Standards

• The company benchmarks executive compensation against a peer group of 20 companies in similar industries, including A10 Networks, Agilysys, and SecureWorks.
• The peer group was revised in March 2024 to better reflect the company's 2023 results and market capitalization.
• Based on 2023 revenue, OneSpan's revenue was at the 54th percentile of the peer companies.
• Based on the closing stock price as of March 1, 2024, OneSpan's market capitalization was at the 59th percentile of the peer companies.

Management Changes

Corporate Governance

Stakeholder Impact

• Approval of the stock plan amendment is vital to the company's ability to attract, retain and engage employees through equity incentives.
• The inability to offer employees competitive equity incentive awards could have a material adverse impact on the business.
• If the stock plan amendment is not approved, the company may need to increase the cash compensation offered to non-employee directors, officers and employees, which would reduce the cash resources allocated to meeting business needs and achieving strategic objectives.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will report preliminary results on a Form 8-K within four business days after the annual meeting.
• The company will report final results as certified by the independent inspector of elections as soon as practicable on a Form 8-K.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, stock plan, KPMG, corporate governance, OneSpan