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 1, 2022
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.) | ||||||||||||
13785 Research Blvd, Suite 150
Austin, Texas 78750
(Address of Principal Executive Offices, and Zip Code)
(512) 275-0072
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 | ||||||
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 2022 annual meeting of stockholders on June 1, 2022. Holders of an aggregate of 57,199,798 shares of the Company’s common stock at the close of business on April 11, 2022 were entitled to vote at the meeting, of which 54,709,877, or 95.64%, 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 | 52,485,179 | 143,382 | 2,081,316 | |||||||||||||||||
| Jeffrey T. Diehl | 52,063,035 | 565,526 | 2,081,316 | |||||||||||||||||
| Matthew P. Flake | 52,289,356 | 339,205 | 2,081,316 | |||||||||||||||||
| Stephen C. Hooley | 50,511,005 | 2,117,556 | 2,081,316 | |||||||||||||||||
| James R. Offerdahl | 52,262,126 | 366,435 | 2,081,316 | |||||||||||||||||
| R. H. Seale, III | 52,045,517 | 583,044 | 2,081,316 | |||||||||||||||||
| Margaret L. Taylor | 50,511,646 | 2,116,915 | 2,081,316 | |||||||||||||||||
| Lynn Antipas Tyson | 50,569,533 | 2,059,028 | 2,081,316 | |||||||||||||||||
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, 2022.
| For | Against | Abstaining | ||||||||||||
| 54,350,695 | 335,726 | 23,456 | ||||||||||||
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, 2022 was ratified.
Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers.
| For | Against | Abstaining | Broker Non-votes | |||||||||||||||||
| 52,142,940 | 462,064 | 23,557 | 2,081,316 | |||||||||||||||||
Based on the votes set forth above, the stockholders approved on an advisory basis the compensation of the Company's named executive officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
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 3, 2022 | /s/ David J. Mehok David J. Mehok Chief Financial Officer | ||||