Qualys (QLYS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to be held virtually, with participation and voting available online for shareholders of record as of April 15, 2025.

• Key proposals include election of two Class I directors, ratification of the independent auditor, advisory approval of executive compensation, and an amendment to permit officer exculpation.

• Shareholders can vote via internet, phone, or mail, and may change their vote up to the meeting date.

• Proxy materials are primarily distributed electronically to reduce environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals: (1) Elect two Class I directors (Thomas P. Berquist and Kristi M. Rogers) for terms expiring 2028; (2) Ratify Grant Thornton LLP as independent auditor for 2025; (3) Advisory vote on executive compensation; (4) Approve amendment for officer exculpation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 24, 2025, for inclusion in proxy materials.

• Advance notice procedures and nomination requirements for director candidates are detailed in the bylaws.

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, senior leadership, financial expertise, and governance.

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

• Board chair is independent; separation of CEO and chair roles.

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