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QTWO Q2

Filed: 11 Jun 21, 4:17pm


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 8, 2021

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueQTWONew 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 2021 annual meeting of stockholders on June 8, 2021. Holders of an aggregate of 56,305,310 shares of the Company’s common stock at the close of business on April 22, 2021 were entitled to vote at the meeting, of which 53,311,315, or 94.68%, 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.
 
 ForWithheldBroker Non-votes
R. Lynn Atchison51,030,650 255,575 2,025,090 
Jeffrey T. Diehl49,638,071 1,648,154 2,025,090 
Matthew P. Flake50,873,676 412,549 2,025,090 
Stephen C. Hooley50,923,551 362,674 2,025,090 
Margaret L. Taylor50,901,300 384,925 2,025,090 
Lynn Antipas Tyson51,029,971 256,254 2,025,090 
 
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, 2021.
 
ForAgainstAbstaining
52,879,848 235,300 196,167 

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, 2021 was ratified.

Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers.
 
ForAgainstAbstainingBroker Non-votes
48,800,930 2,276,666 208,629 2,025,090 

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
104Cover 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 11, 2021
/s/ David J. Mehok
David J. Mehok
Chief Financial Officer