Delaware | 000-24389 | 36-4169320 | ||||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $0.001 per share | OSPN | Nasdaq Capital Market |
☐ | 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)) |
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 |
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 |
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 | — |
Number |
Description | ||||
104.1 |
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
Date: June 8, 2023 |
ONESPAN INC. |
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By: |
/s/ Lara Mataac |
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Name: |
Lara Mataac |
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Title: |
General Counsel |