Q2 Holdings (QTWO) 2026 annual meeting: directors, auditor and pay approved

Rhea-AI Filing Summary

Q2 Holdings, Inc. reported the results of its 2026 annual stockholder meeting held on June 10, 2026. A total of 57,909,889 shares, or 92.5% of the 62,600,423 shares entitled to vote as of April 15, 2026, were represented in person or by proxy.

Stockholders elected seven directors to one-year terms. Support for each nominee ranged from 52,869,978 to 53,823,194 votes cast "for," with broker non-votes of 3,970,325 on each nominee.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 57,526,616 votes for, 354,049 against, and 29,224 abstentions. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 52,396,434 votes for, 1,518,928 against, 24,202 abstentions, and 3,970,325 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares entitled to vote: 62,600,423 shares Shares represented: 57,909,889 shares Highest director support: 53,823,194 votes +5 more

8 metrics

Shares entitled to vote 62,600,423 shares Common stock entitled to vote as of April 15, 2026

Shares represented 57,909,889 shares Shares present or by proxy at 2026 annual meeting (92.5%)

Highest director support 53,823,194 votes Votes for director nominee Andre L. Mintz

Lowest director support 52,869,978 votes Votes for director nominee James R. Offerdahl

Auditor ratification for 57,526,616 votes For Ernst & Young LLP as 2026 independent auditor

Auditor ratification against 354,049 votes Against Ernst & Young LLP as 2026 independent auditor

Say-on-pay support 52,396,434 votes For advisory approval of named executive officer compensation

Say-on-pay against 1,518,928 votes Against advisory approval of named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, named executive officers

4 terms

broker non-votes financial

"For | Against | Abstaining | Broker Non-votes 52,396,434 | 1,518,928 | 24,202 | 3,970,325"

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.

independent registered public accounting firm financial

"Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026"

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 financial

"Advisory vote to approve the compensation of the Company's named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"Advisory vote to approve the compensation of the Company's named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

0001410384false00014103842026-06-102026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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

Q2 HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter) 

Delaware

001-36350

20-2706637

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10355 Pecan Park Boulevard

Austin, Texas 78729

(Address of Principal Executive Offices, and Zip Code)

(833) 444-3469

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

Securities registered pursuant to Section 12(b) of the Act:

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 (see General Instruction A.2. below): 

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

QTWO

New York Stock Exchange

Common Stock, $0.0001 par value

QTWO

NYSE Texas

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).

Emerging growth company ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2026 annual meeting of stockholders on June 10, 2026. Holders of an aggregate of 62,600,423 shares of the Company's common stock at the close of business on April 15, 2026 were entitled to vote at the meeting, of which 57,909,889 or 92.5%, of the eligible shares were represented in person or by proxy. The matters voted upon at the meeting and the results of those votes are as follows:

Proposal 1: Election of Directors to hold office for one-year terms or until their respective successors are elected and qualified, or their earlier death, resignation or removal.

						For						Withheld						Broker Non-votes
R. Lynn Atchison						53,797,230						142,334						3,970,325
Matthew P. Flake						53,218,242						721,322						3,970,325
Stephen C. Hooley						52,994,546						945,018						3,970,325
Andre L. Mintz						53,823,194						116,370						3,970,325
James R. Offerdahl						52,869,978						1,069,586						3,970,325
Margaret L. Taylor						53,053,545						886,019						3,970,325
Lynn Antipas Tyson						53,363,575						575,989						3,970,325

Based on the votes set forth above, all of the director nominees were duly elected.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

For						Against						Abstaining
57,526,616						354,049						29,224

Based on the votes set forth above, the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers.

For						Against						Abstaining						Broker Non-votes
52,396,434						1,518,928						24,202						3,970,325

Based on the votes set forth above, the stockholders approved on an advisory basis the compensation of the Company's named executive officers.

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.

			Q2 HOLDINGS, INC.
June 12, 2026			/s/ Jonathan A. Price Jonathan A. Price Chief Financial Officer

FAQ

What did QTWO stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, auditor ratification, and executive pay. They elected seven directors, ratified Ernst & Young LLP as auditor for 2026, and approved named executive officer compensation on an advisory basis.

How many QTWO shares were represented at the 2026 annual meeting?

57,909,889 shares were represented, out of 62,600,423 entitled to vote. This represents 92.5% participation, showing a high level of stockholder engagement in the company’s governance matters at the meeting.

Were all Q2 Holdings director nominees elected in 2026?

Yes, all seven director nominees were elected. Each received over 52.8 million votes in favor, with relatively small withhold votes and 3,970,325 broker non-votes recorded for each nominee on the director election proposal.

Did QTWO stockholders approve Ernst & Young as 2026 auditor?

Yes, stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026. The vote was 57,526,616 for, 354,049 against, and 29,224 abstentions, indicating strong support for the auditor selection.

How did QTWO stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, compensation for named executive officers. The vote was 52,396,434 for, 1,518,928 against, 24,202 abstaining, and 3,970,325 broker non-votes, signaling broad but not unanimous support for the pay program.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB