UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
Emerging growth company
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 10, 2020, Qualys, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 35,966,145 shares of the Company’s common stock, or approximately 92.2% of the total shares entitled to vote. The voting results for each of the proposals considered at the Annual Meeting are provided below.
Proposal One – Election of Directors. The following nominees were elected as Class II directors to serve until the Company’s 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified.
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| General Peter Pace |
31,903,009 |
1,396,016 |
2,667,120 | |||
| Wendy M. Pfeiffer |
33,106,863 |
192,162 |
2,667,120 |
The Company’s Board of Directors 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, Sandra E. Bergeron and Kristi M. Rogers, will expire at the Company’s 2022 annual meeting of stockholders. The term of the Company’s Class III directors, Philippe F. Courtot and Jeffrey P. Hank, will expire at the Company’s 2021 annual meeting of stockholders.
Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2020 was ratified.
| Votes For |
Votes Against |
Abstentions | ||
| 35,693,690 |
231,974 |
40,481 |
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 21, 2020, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 31,892,001 |
1,245,511 |
161,513 |
2,667,120 |
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/ Philippe F. Courtot | |
| Philippe F. Courtot Chairman and Chief Executive Officer |
Date: June 11, 2020