QUALYS, INC. 8-K

What Happened

• Qualys, Inc. announced that at its June 10, 2026 annual meeting stockholders approved the Company’s 2012 Equity Incentive Plan, as amended and restated, and elected three Class II directors. A copy of the amended plan was filed as Exhibit 10.1 to the 8-K filed June 11, 2026.
• Attendance at the meeting was holders of 31,972,103 shares, approximately 90.60% of outstanding shares entitled to vote. Other actions: stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for fiscal 2026 and cast an advisory (non‑binding) vote on executive compensation.

Key Details

• Equity plan vote: 26,727,299 For; 2,143,322 Against; 36,695 Abstentions; 3,064,787 Broker Non‑Votes.
• Director elections (Class II, terms to expire at the 2029 annual meeting):
  • Bradford L. Brooks — 28,669,493 For; 237,823 Withheld; 3,064,787 Broker Non‑Votes.
  • Wendy M. Pfeiffer — 26,419,904 For; 2,487,412 Withheld; 3,064,787 Broker Non‑Votes.
  • John A. Zangardi — 27,326,956 For; 1,580,360 Withheld; 3,064,787 Broker Non‑Votes.
• Auditor ratification: Grant Thornton LLP ratified — 29,290,278 For; 2,666,202 Against; 15,623 Abstentions.
• Advisory vote on executive compensation: 26,459,418 For; 2,401,828 Against; 46,070 Abstentions; 3,064,787 Broker Non‑Votes.

Why It Matters

• Approval of the amended 2012 Equity Incentive Plan authorizes Qualys to grant stock‑based awards to employees, directors and consultants, which affects future equity compensation and potential dilution — a key consideration for shareholders tracking share count and management incentives.
• Election of the three Class II directors secures board continuity through 2029 and affects corporate governance oversight. The auditor ratification confirms the firm that will audit Qualys’ FY2026 financials. The advisory executive compensation vote provides investors with a measure of stockholder sentiment on pay (non‑binding).