QLYS 8-K
Qualys, Inc. (QLYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 7, 2023, Qualys, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 34,013,033 shares of the Company’s common stock, or approximately 92.1% of the shares outstanding and entitled to vote at the Annual Meeting. The voting results for each of the proposals considered at the Annual Meeting are provided below.
Proposal One – Election of Directors
The stockholders elected each of the following nominees as Class II directors to serve on the Company’s board of directors (the “Board”) until the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified.
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Wendy M. Pfeiffer |
24,373,176 | 6,121,294 | 3,518,563 | |||
| John Zangardi |
28,631,995 | 1,862,475 | 3,518,563 |
Following the resignation of General Peter Pace effective as of the Annual Meeting, the Board is comprised of six members who are divided into three classes with overlapping three-year terms. The term of the Company’s Class III directors, William Berutti, Jeffrey P. Hank, and Sumedh S. Thakar, will expire at the Company’s 2024 annual meeting of stockholders. The term of the Company’s Class I director, Kristi M. Rogers, will expire at the Company’s 2025 annual meeting of the stockholders.
Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 33,863,120 | 137,211 | 12,702 | — |
Proposal Three – Advisory Approval of Executive Compensation
The stockholders cast their votes with respect to the advisory vote to approve the compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2023, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 26,735,409 | 3,738,597 | 20,464 | 3,518,563 |
SIGNATURES
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.
| QUALYS, INC. | ||
| By: | /s/ Joo Mi Kim | |
| Joo Mi Kim Chief Financial Officer | ||
Date: June 9, 2023