Qualys (QLYS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and a charter amendment for officer exculpation.

• Board recommends voting in favor of all proposals, including the election of two Class I directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation, and amending the certificate of incorporation.

• Shareholders of record as of April 15, 2025, are eligible to vote; multiple voting methods are available, including online, phone, and mail.

Voting matters and shareholder proposals

• Proposals include: election of two Class I directors, ratification of Grant Thornton LLP as auditor, advisory vote on executive compensation, and amendment to permit officer exculpation.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals and director nominations for the 2026 meeting following advance notice and bylaw requirements.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; board is divided into three staggered classes.

• Board skills include cybersecurity, cloud software, financial expertise, and governance.

• Committees: Audit and Risk, Compensation and Talent, Nominating and Governance; all committee members are independent.

• Board diversity includes gender and ethnic representation; board reviews governance guidelines and code of ethics.