OneSpan (OSPN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 5, 2026, to be held virtually; record date is April 8, 2026.

• Key business includes election of seven directors, advisory votes on executive compensation and its frequency, approval of an equity plan amendment, and auditor ratification.

• Company operates in cybersecurity and digital agreements, serving over 60% of the world’s top 100 banks.

• 2025 financials: $243.2M revenue (flat YoY), $72.9M net income, $77.6M adjusted EBITDA, and $31.6M returned to shareholders.

• Recent strategic actions include acquisitions (Nok Nok Labs, Build38), new executive hires, and a $100M credit agreement.

Voting matters and shareholder proposals

• Proposal 1: Elect seven independent directors for one-year terms.

• Proposal 2: Advisory vote on 2025 executive compensation (say-on-pay).

• Proposal 3: Advisory vote on annual frequency for future say-on-pay votes.

• Proposal 4: Approve amendment to 2019 Omnibus Incentive Plan, adding 2,000,000 shares.

• Proposal 5: Ratify KPMG as independent auditor for 2026.

• Board recommends voting “FOR” all proposals and “ONE YEAR” for proposal 3.

Board of directors and corporate governance

• Board consists of seven independent directors with diverse skills in technology, finance, operations, and governance.

• Separate Chair and CEO roles; Chair is independent.

• Committees: Audit, Corporate Governance and Nominating, and Management Development and Compensation, all composed of independent directors.

• Regular board and committee self-evaluations, annual risk reviews, and stock ownership requirements for directors and executives.

• Board diversity emphasized through varied backgrounds and experiences.