Q2 Holdings, Inc.

8-K · qtwo-20260610.htm iXBRL

0001410384 2026-06-10 2026-06-10

 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 10, 2026

 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.)

                 
 10355 Pecan Park Boulevard
 Austin , Texas 78729
 (Address of Principal Executive Offices, and Zip Code)

 ( 833 ) 444-3469
 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 class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, $0.0001 par value QTWO New York Stock Exchange
 Common Stock, $0.0001 par value QTWO NYSE Texas

 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 2026 annual meeting of stockholders on June 10, 2026. Holders of an aggregate of 62,600,423 shares of the Company's common stock at the close of business on April 15, 2026 were entitled to vote at the meeting, of which 57,909,889 or 92.5%, 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.
  

   For Withheld Broker Non-votes
 R. Lynn Atchison 53,797,230  142,334  3,970,325 
 Matthew P. Flake 53,218,242  721,322  3,970,325 
 Stephen C. Hooley 52,994,546  945,018  3,970,325 
 Andre L. Mintz 53,823,194  116,370  3,970,325 
 James R. Offerdahl 52,869,978  1,069,586  3,970,325 
 Margaret L. Taylor 53,053,545  886,019  3,970,325 
 Lynn Antipas Tyson 53,363,575  575,989  3,970,325 

  
 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, 2026.
  

 For Against Abstaining
 57,526,616  354,049  29,224 

 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, 2026 was ratified.

 Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers.
  

 For Against Abstaining Broker Non-votes
 52,396,434  1,518,928  24,202  3,970,325 

 Based on the votes set forth above, the stockholders approved on an advisory basis the compensation of the Company's named executive officers.

 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 12, 2026 /s/ Jonathan A. Price
 Jonathan A. Price
 Chief Financial Officer