---
schema_version: "secwatch.filing_event.v1"
accession: "0001107843-25-000024"
form_type: "8-K"
ticker: "QLYS"
cik: "0001107843"
company_name: "QUALYS, INC."
filed_at: "2025-06-16T23:59:59+00:00"
generated_at: "2026-05-19T06:02:45.523246+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Qualys shareholders approve officer exculpation amendment and ratify auditor at annual meeting

## Summary
- Stockholders approved Charter Amendment to permit officer exculpation (26.29M for, 3.45M against).
- Elected Thomas P. Berquist and Kristi M. Rogers as Class I directors (28.9M and 26.8M votes for).
- Ratified Grant Thornton LLP as independent auditor for FY2025 (31.33M for, 1.99M against).
- Advisory vote on executive compensation approved (27.57M for, 2.17M against).
- Approximately 91.70% of shares represented at the meeting.

## SEC filing metadata
- accession: 0001107843-25-000024
- form_type: 8-K
- ticker: QLYS
- cik: 0001107843
- company_name: QUALYS, INC.
- filed_at: 2025-06-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1107843/000110784325000024/0001107843-25-000024-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1107843/000110784325000024/qlys-20250611.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001107843-25-000024
- JSON: https://secwatch.observer/filing/0001107843-25-000024.json
- Plain text: https://secwatch.observer/filing/0001107843-25-000024.txt

## Key facts
- Governance Changes
  QUALYS, INC.: Amendment to permit exculpation of certain officers (effective 2025-06-11).
  - Change: charter amendment
  - Effective: 2025-06-11
  source text: at the Qualys, Inc. (the “Company”) 2025 annual meeting of stockholders (the “Annual Meeting”) held on June 11, 2025, the Company’s stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers of the Company (the “Charter Amendment”), as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2025 (the “Proxy Statement”). The Charter Amendment became effective upon the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 11, 2025 (the “Certificate of Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1107843/000110784325000024/0001107843-25-000024-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.