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  4. [8-K] QUALYS, INC. Reports Material Event

Strong turnout as Qualys (NASDAQ: QLYS) investors approve equity plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Qualys, Inc. reported the results of its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders approved the amended and restated 2012 Equity Incentive Plan and all other proposals presented.

Holders of 31,972,103 shares, representing approximately 90.60% of shares entitled to vote, were present in person or by proxy. Stockholders elected three Class II directors—Bradford L. Brooks, Wendy M. Pfeiffer, and John A. Zangardi—to serve until the 2029 annual meeting. They also ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and gave advisory approval of executive compensation.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 31,972,103 shares Present in person or by proxy at 2026 annual meeting
Participation rate 90.60% Percentage of shares outstanding and entitled to vote at meeting
Votes for auditor ratification 29,290,278 votes For ratification of Grant Thornton LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 26,459,418 votes Advisory approval of compensation of named executive officers
Equity plan approval votes for 26,727,299 votes Approval of 2012 Equity Incentive Plan, as amended and restated
Director votes for Brooks 28,669,493 votes Votes For Class II director nominee Bradford L. Brooks
Director votes for Pfeiffer 26,419,904 votes Votes For Class II director nominee Wendy M. Pfeiffer
Director votes for Zangardi 27,326,956 votes Votes For Class II director nominee John A. Zangardi
annual meeting of stockholders governance
"On June 10, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”)."
independent registered public accounting firm financial
"The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote to approve the compensation of the Company’s named executive officers governance
"The stockholders cast their votes with respect to the advisory vote to approve the compensation of the Company’s named executive officers"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Equity Incentive Plan, as amended and restated financial
"Approval of Qualys, Inc. 2012 Equity Incentive Plan, as amended and restated"
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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
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 10, 2026
_________________________
QUALYS, INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware001-3566277-0534145
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.001 par value per shareQLYS
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 10, 2026, 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 22, 2026 (the "Proxy Statement"). 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 10, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 31,972,103 shares of the Company’s common stock, or approximately 90.60% 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 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified.

NomineeVotes ForVotes WithheldBroker Non-Votes
Bradford L. Brooks28,669,493237,8233,064,787
Wendy M. Pfeiffer26,419,9042,487,4123,064,787
John A. Zangardi27,326,9561,580,3603,064,787

The Board is comprised of seven members who are divided into three classes with overlapping three-year terms. The term of the Company’s Class III directors, Jeffrey P. Hank, and Sumedh S. Thakar, will expire at the Company’s 2027 annual meeting of stockholders. The term of the Company’s Class I directors, Thomas P. Berquist, and Kristi M. Rogers, will expire at the Company’s 2028 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, 2026.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
29,290,2782,666,20215,623—

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 Proxy Statement, as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
26,459,4182,401,82846,0703,064,787



Proposal Four – Approval of 2012 Equity Incentive Plan, as amended and restated

The stockholders approved the Plan, as amended and restated.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
26,727,2992,143,32236,6953,064,787
Item 9.01           Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
10.1
Qualys, Inc. 2012 Equity Incentive Plan, as amended and restated
104Cover 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.
QUALYS, INC.
By:/s/ JOO MI KIM
Name: Joo Mi Kim
Title: Chief Financial Officer
Date: June 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Qualys (QLYS) stockholders approve at the 2026 annual meeting?

Qualys stockholders approved all proposals presented at the 2026 annual meeting. They elected three Class II directors, ratified Grant Thornton LLP as auditor, gave advisory approval of executive compensation, and approved the amended and restated 2012 Equity Incentive Plan.

How many Qualys (QLYS) shares were represented at the 2026 annual meeting?

A total of 31,972,103 Qualys shares were represented at the meeting. This represented approximately 90.60% of the company’s common stock outstanding and entitled to vote, indicating very high stockholder participation in the 2026 annual meeting.

Were Qualys (QLYS) director nominees elected at the 2026 annual meeting?

Yes, all three Class II director nominees were elected. Bradford L. Brooks, Wendy M. Pfeiffer, and John A. Zangardi each received more votes “For” than “Withheld” and will serve until the 2029 annual meeting or until their successors are elected and qualified.

Did Qualys (QLYS) stockholders approve the 2012 Equity Incentive Plan changes?

Yes, stockholders approved the amended and restated 2012 Equity Incentive Plan. Proposal Four received 26,727,299 votes For, 2,143,322 votes Against, 36,695 Abstentions, and 3,064,787 broker non-votes, authorizing continued use of the equity incentive plan as updated.

Which auditor did Qualys (QLYS) stockholders ratify for fiscal 2026?

Stockholders ratified Grant Thornton LLP as Qualys’ auditor for fiscal 2026. The ratification received 29,290,278 votes For, 2,666,202 votes Against, and 15,623 Abstentions, with no broker non-votes reported for this proposal.

How did Qualys (QLYS) stockholders vote on executive compensation in 2026?

Qualys stockholders approved executive compensation on an advisory basis. The say-on-pay proposal received 26,459,418 votes For, 2,401,828 votes Against, 46,070 Abstentions, and 3,064,787 broker non-votes, indicating broad support for the compensation of named executive officers.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents