Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Approval of Qualys, Inc. 2021 Employee Stock Purchase Plan

On June 9, 2021, the stockholders of Qualys, Inc. (the "Company") approved the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). A description of the material terms of the ESPP is incorporated herein by reference to "Proposal No. 4-Approval of the Qualys, Inc. 2021 Employee Stock Purchase Plan and its Material Terms" contained in the Company's definitive proxy statement on

Schedule 14A filed with the Securities and Exchange Commission on April 22, 2021 (the "2021 Proxy Statement"). A copy of the ESPP is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2021, the Company held its 2021 annual meeting of stockholders (the "Annual Meeting"). Present at the Annual Meeting in person or by proxy were holders of 35,697,031 shares of the Company's common stock, or approximately 91.8% of the shares outstanding and entitled to vote at the Annual Meeting. The voting results for each of the proposals considered at the Annual Meeting are provided below.

Proposal One - Election of Directors

The stockholders elected each of the following nominees as Class III directors to serve on the Company's board of directors (the "Board") until the Company's 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified.





    Nominee       Votes For    Votes Withheld   Broker Non-Votes
Jeffrey P. Hank   33,342,080      862,644          1,492,307
Sumedh Thakar     33,871,838      332,886          1,492,307

The Board is comprised of seven members who are divided into three classes with overlapping three-year terms. The term of the Company's Class I directors, Sandra E. Bergeron and Kristi M. Rogers, will expire at the Company's 2022 annual meeting of stockholders. The term of the Company's Class II directors, General Peter Pace, Wendy M. Pfeiffer and John Zangardi, will expire at the Company's 2023 annual meeting of stockholders.

Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2021.





Votes For    Votes Against   Abstentions   Broker Non-Votes
35,569,866      112,544        14,621             -

Proposal Three - Advisory Approval of Executive Compensation

The stockholders cast their votes with respect to the advisory vote to approve the compensation of the Company's named executive officers as described in the 2021 Proxy Statement, as follows:





Votes For    Votes Against   Abstentions   Broker Non-Votes
13,137,122    19,978,364      1,089,238       1,492,307

Proposal Four -Approval of ESPP

The stockholders approved the ESPP.





Votes For    Votes Against   Abstentions   Broker Non-Votes
34,152,636      35,619         16,469         1,492,307

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.       Description

10.1                Qualys, Inc. 2021 Employee Stock Purchase Plan

104               Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the Inline XBRL document)

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