qtwo-20210608

Delaware

001-36350

20-2706637

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

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

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).

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. ☐

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.


	For	Withheld	Broker Non-votes
R. Lynn Atchison	51,030,650	255,575	2,025,090
Jeffrey T. Diehl	49,638,071	1,648,154	2,025,090
Matthew P. Flake	50,873,676	412,549	2,025,090
Stephen C. Hooley	50,923,551	362,674	2,025,090
Margaret L. Taylor	50,901,300	384,925	2,025,090
Lynn Antipas Tyson	51,029,971	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.

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.

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

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


For	Against	Abstaining
52,879,848	235,300	196,167


For	Against	Abstaining	Broker Non-votes
48,800,930	2,276,666	208,629	2,025,090