UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 12, 2024
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QUALYS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-35662 | 77-0534145 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
919 E. Hillsdale Boulevard, 4th Floor
Foster City, California 94404
(Address of principal executive offices, including zip code)
(650) 801-6100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.001 par value per share | | QLYS | | The NASDAQ Stock Market LLC |
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 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Qualys, Inc. 2012 Equity Incentive Plan, as amended and restated
On June 12, 2024, the stockholders of Qualys, Inc. (the “Company”) approved the Company’s 2012 Equity Incentive Plan, as amended and restated (the “Plan”). A description of the material terms of the Plan is incorporated herein by reference to “Proposal No. 4—Approval of the Qualys, Inc. 2012 Equity Incentive Plan, as Amended and Restated” contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024. A copy of the Plan is filed as Exhibit 10.1 hereto and incorporated by reference herein. Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 34,103,351 shares of the Company’s common stock, or approximately 92.29% 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 III directors to serve on the Company’s board of directors (the “Board”) until the Company’s 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified.
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| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Jeffrey P. Hank | | 29,645,653 | | 1,329,838 | | 3,127,860 |
| Sumedh S. Thakar | | 30,671,727 | | 303,764 | | 3,127,860 |
Following the resignation of William S. Berutti 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 I directors, Thomas P. Berquist, and Kristi M. Rogers, will expire at the Company’s 2025 annual meeting of the stockholders. The term of the Company’s Class II directors, Wendy M. Pfeiffer, and John A. Zangardi, will expire at the Company’s 2026 annual meeting of 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, 2024.
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 33,632,212 | | 457,134 | | 14,005 | | - |
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 24, 2024, as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 28,767,863 | | 2,186,760 | | 20,868 | | 3,127,860 |
Proposal Four –Approval of 2012 Equity Incentive Plan, as amended and restated
The stockholders approved the Plan, as amended and restated.
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 29,556,818 | | 1,398,067 | | 20,606 | | 3,127,860 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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| Exhibit No. | Description |
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| 10.1 | |
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| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
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| QUALYS, INC. | |
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| By: | /s/ Joo Mi Kim | |
| Joo Mi Kim
Chief Financial Officer | |
Date: June 13, 2024
