Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2021, OneSpan Inc. (the "Company") filed a Current Report on Form
8-K (the "Original Form 8-K") with the U.S. Securities and Exchange Commission
disclosing the appointment of Steven R. Worth as Interim President and Chief
Executive Officer, effective August 2, 2021. This Amendment No. 1 to the
Original Form 8-K is being filed by the Company to disclose changes to the
compensation of Mr. Worth in connection with this appointment.
In connection with Mr. Worth's appointment as Interim President and Chief
Executive Officer, the Company's Board of Directors (the "Board") approved the
following changes to Mr. Worth's compensation arrangements: (a) during each
month, or portion thereof, of service as Interim President and Chief Executive
Officer, Mr. Worth will receive an additional fee of $20,000 per month (prorated
for partial months of service and retroactive to August 2, 2021); and (b) the
grant of 15,000 performance-based restricted stock units ("PSUs"), which will
cliff vest on December 31, 2021, subject to the achievement of strategic
performance goals relating to product strategy, diagnostic work and cost savings
and Mr. Worth's continued service.
Item 9.01 Financial Statements and Exhibits
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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