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, restated and extended

On June 8, 2022, the stockholders of Qualys, Inc. (the "Company") approved the Company's 2012 Equity Incentive Plan, as amended, restated and extended (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, Restated and Extended" contained in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2022 (the "2022 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 8, 2022, the Company held its 2022 annual meeting of stockholders (the "Annual Meeting"). Present at the Annual Meeting in person or by proxy were holders of 35,974,501 shares of the Company's common stock, or approximately 92.6% 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 I directors to serve on the Company's board of directors (the "Board") until the Company's 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified.



     Nominee         Votes For    Votes Withheld   Broker Non-Votes
Sandra E. Bergeron   29,083,750     4,824,618         2,066,133
 Kristi M. Rogers    31,728,083     2,180,285         2,066,133

The Board is comprised of eight members who are divided into three classes with overlapping three-year terms. The term of the Company's Class II directors, General Peter Pace, Wendy M. Pfeiffer and John Zangardi, will expire at the Company's 2023 annual meeting of stockholders. The term of the Company's Class III directors, William Berutti, Jeffrey P. Hank, and Sumedh S. Thakar, will expire at the Company's 2024 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, 2022.



Votes For    Votes Against   Abstentions   Broker Non-Votes
35,818,067      136,999        19,435             -

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 2022 Proxy Statement, as follows:

Votes For Votes Against Abstentions Broker Non-Votes 30,335,350 3,540,956 32,062 2,066,133

--------------------------------------------------------------------------------

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

The stockholders approved the Plan, as amended, restated and extended.

Votes For Votes Against Abstentions Broker Non-Votes 30,559,809 3,316,480 32,079 2,066,133

Proposal Five - Advisory Approval on Frequency of Future Advisory Votes on Executive Compensation

The stockholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on approving the compensation of the Company's named executive officers as follows:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 32,732,032 21,197 955,876 199,263 2,066,133

In accordance with the stockholders' preference, the Board intends to continue to hold a non-binding advisory vote on named executive officers' compensation every year. The next required non-binding advisory vote on the frequency of approval of the compensation of the Company's named executive officers will take place no later than the Company's annual meeting of stockholders in 2028.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Description

10.1          Qualys, Inc. 2012 Equity Incentive Plan, as amended, restated and
            extended

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses