{"schema_version":"secwatch.filing_event.v1","accession":"0001410384-23-000089","form_type":"8-K","ticker":"QTWO","cik":"0001410384","company_name":"Q2 Holdings, Inc.","filed_at":"2023-06-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.755589+00:00","generated_at":"2026-06-14T06:28:13.970442+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Stockholders approve 2023 Equity Incentive Plan at annual meeting","bullets":["All eight director nominees elected with majority votes (e.g., R. Lynn Atchison 45.6M for).","Ernst & Young ratified as independent auditor for FY2023 (50.6M for, 0.5M against).","2023 Equity Incentive Plan approved: 31.0M for, 17.0M against, 3.2M broker non-votes.","Advisory vote on executive compensation approved: 44.8M for, 3.1M against, 19.7K abstain.","Advisory vote on frequency: annual (47.8M for); board adopts annual say-on-pay going forward."],"urls":{"canonical":"https://secwatch.observer/filing/0001410384-23-000089","json":"https://secwatch.observer/filing/0001410384-23-000089.json","markdown":"https://secwatch.observer/filing/0001410384-23-000089.md","text":"https://secwatch.observer/filing/0001410384-23-000089.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/0001410384-23-000089-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/qtwo-20230531.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T06:28:13.970442+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"14e2c546114441060aaa28f81235fc689a1c2480","claim":"Q2 Holdings, Inc. shareholders approved Approval of 2023 Equity Incentive Plan. at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 3: Approval of 2023 Equity Inventive Plan. For Against Abstaining Broker Non-votes 31,006,036 16,973,978 11,211 3,151,485 Based on the votes set forth above, the stockholders approved the 2023 Equity Incentive Plan.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/0001410384-23-000089-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"44eda9e844eb2220b855ef2a0af63e6777275538","claim":"Q2 Holdings, Inc. shareholders approved Advisory vote on frequency of future advisory votes to approve the compensation of the Company's named executive officers. at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 5: Advisory vote on frequency of future advisory votes approve the compensation of the Company's named executive officers. 1 Year 2 Year 3 Year Abstain 47,848,742 6,350 123,437 12,696 Based on the votes set forth above, the stockholders voted on an advisory basis to hold future advisory votes on the compensation of the Company's named executive officers annually.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/0001410384-23-000089-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"b697f2ac17afd5e3b1308a7127817dbff8f80a36","claim":"Q2 Holdings, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstaining 50,625,764 494,577 22,369 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, 2023 was ratified.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/0001410384-23-000089-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"dd5d317f46ef8ac6eb4325bee43069ccdce3d815","claim":"Q2 Holdings, Inc. shareholders approved Advisory vote to approve the compensation of the Company's named executive officers. at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 4: Advisory vote to approve the compensation of the Company's named executive officers. For Against Abstaining Broker Non-votes 44,845,489 3,126,085 19,651 3,151,485 Based on the votes set forth above, the stockholders approved on an advisory basis the compensation of the Company's named executive officers.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/0001410384-23-000089-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"e077a779e8049c153b0d7ee618d3369375e146d0","claim":"Q2 Holdings, Inc. shareholders approved 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. at the 2023-05-31 meeting.","evidence_excerpt":"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. For Withheld Broker Non-votes R. Lynn Atchison 45,583,383 2,407,842 3,151,485 Jeffrey T. Diehl 47,107,127 884,098 3,151,485 Matthew P. Flake 47,531,864 459,361 3,151,485 Stephen C. Hooley 46,186,647 1,804,578 3,151,485 James R. Offerdahl 47,439,949 551,276 3,151,485 R. H. Seale, III 45,774,937 2,216,288 3,151,485 Margaret L. Taylor 45,891,907 2,099,318 3,151,485 Lynn Antipas Tyson 46,203,759 1,787,466 3,151,485 Based on the votes set forth above, all of the director nominees were duly elected.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410384/000141038423000089/0001410384-23-000089-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}