Qualys (QLYS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, with virtual participation only.

• Key proposals include election of three directors, ratification of auditor, advisory vote on executive compensation, and approval of amended equity plan.

• Board recommends voting FOR all proposals.

• Record date for voting is April 14, 2026, with 35,289,949 shares outstanding.

Voting matters and shareholder proposals

• Proposals: elect three Class II directors, ratify Grant Thornton LLP as auditor, advisory approval of executive compensation, and approve amended 2012 Equity Incentive Plan.

• Board recommends FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 23, 2026, and nominate directors per bylaw procedures.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent.

• Directors are divided into three staggered classes; current nominees are Brooks, Pfeiffer, and Zangardi.

• Board committees: Audit and Risk, Compensation and Talent, Nominating and Governance.

• Board emphasizes diversity, tenure balance, and relevant industry expertise.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place.