Item 2.02 Results of Operations and Financial Condition.



On January 26, 2022, Qualtrics International Inc. (the "Company") issued a press
release, attached hereto as Exhibit 99.1 and incorporated herein by reference,
announcing its financial results for the three months and full year ended
December 31, 2021.

The information contained in this Item 2.02, including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of Section 18. Furthermore, the information
contained in this Item 2.02 and Exhibit 99.1 shall not be deemed to be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)



On January 24, 2022, Luka Mucic notified the Company of his resignation from the
Audit Committee (the "Audit Committee") of the Board of Directors (the "Board")
of the Company, effective as of January 26, 2022. Mr. Mucic's decision to resign
from the Audit Committee was not related to any disagreement with the Company on
any matter relating to the Company's operations, policies or practices. Mr.
Mucic will continue to serve on the Board.

On January 24, 2022, the Board appointed Omar A. Johnson and Ritu Bhargava to
the Board as directors, effective as of January 26, 2022. The appointments of
Mr. Johnson and Ms. Bhargava fill newly created vacancies resulting from an
increase in the size of the Board from nine (9) to eleven (11) directors that
was approved by the Board. The Board also appointed Mr. Johnson to serve as a
member of the Audit Committee to fill the vacancy created by Mr. Mucic's
resignation. The Board determined that Mr. Johnson is an "independent director"
as defined in the Nasdaq listing standards and applicable rules of the
Securities and Exchange Commission.

Mr. Johnson founded ØPUS Intelligence, an enterprise software company, in
October 2020. Prior to that, Mr. Johnson founded ØPUS United, a professional
services company, in June 2017. Prior to founding ØPUS United, Mr. Johnson
served as Vice President of Marketing at Apple Inc. from July 2014 to October
2016. Prior to that, Mr. Johnson served in various senior leadership roles at
Beats by Dr. Dre, which was acquired by Apple Inc. in 2014, including as Chief
Marketing Officer from October 2012 to October 2016 and Vice President of
Marketing from October 2010 to October 2012. Mr. Johnson holds a bachelor's
degree in Biology and Chemistry from Georgia State University and an M.B.A. from
Emory University, Goizueta Business School.

Mr. Johnson will be compensated for his services as a non-employee director in
accordance with the Company's Non-Employee Director Compensation Program.
Pursuant to the Non-Employee Director Compensation Program, in connection with
his appointment, Mr. Johnson will be granted an initial award of restricted
stock units with a grant date fair value equal to $450,000, which will vest in
equal installments on each of the first three anniversaries of February 1, 2022,
subject to Mr. Johnson's continued service as a member of the Board on such
dates. In addition, Mr. Johnson will be entitled to receive an annual cash
retainer of $45,000 for service on the Board.

Ms. Bhargava has served as the Chief Product Officer of SAP SE ("SAP") Customer
Experience since November 2021. Prior to joining SAP, from December 2011 to
October 2021, Ms. Bhargava held various technology leadership positions at
salesforce.com, inc., most recently serving as Head of Engineering for Sales
Cloud. Prior to that, Ms. Bhargava worked at Oracle Corporation from 2001 to
2011 and was responsible for financial applications in various roles. Ms.
Bhargava holds a bachelor's degree in Economics and Psychology from Lady Shri
Ram College, Delhi University, and an M.B.A. in Finance and IT from the
University of Lincolnshire in the United Kingdom.

As a non-employee director employed by SAP, Ms. Bhargava will receive no additional compensation for her services on the Board.



The Company will enter into its standard form of indemnification agreement with
each of Mr. Johnson and Ms. Bhargava in connection with his and her appointment
to the Board, respectively.

There are no arrangements or understandings between Mr. Johnson or Ms. Bhargava,
on the one hand, and any other persons, on the other hand, pursuant to which
each of Mr. Johnson and Ms. Bhargava was selected as a director. Neither Mr.
Johnson nor Ms. Bhargava has any family relationship with any director or
executive officer of the Company. Furthermore, there are no transactions between
either of Mr. Johnson or Ms. Bhargava and the Company that would be required to
be reported under Item 404(a) of Regulation S-K.




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Item 7.01 Regulation FD Disclosure.

On January 26, 2022, the Company issued a press release announcing the appointments of Mr. Johnson and Ms. Bhargava to the Board. A copy of this press release is furnished as Exhibit 99.2 to this report on Form 8-K and is incorporated herein by reference.



The information contained in this Item 7.01, including Exhibit 99.2 attached
hereto, is being furnished and shall not be deemed filed for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of Section 18.
Furthermore, the information contained in this Item 7.01 and Exhibit 99.2 shall
not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number                 Description

10.1*                          Form of Director and Executive Officer Indemnification Agreement
99.1                             Press Release, dated January 26, 2022,

announcing financial results for


                               the three months and full year ended December 31, 2021
99.2                             Press Release, dated January     26    , 2022, announcing the
                               appointment     of new directors to the

board of directors of Qualtrics

International Inc.
104                            Cover Page Interactive Date File (embedded within the Inline XBRL
                               document)

* Incorporated by reference to Exhibit 10.12 filed with the Company's Registration Statement on Form S-1 (File No. 333-251767), filed with the Securities and Exchange Commission on December 28, 2020.

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