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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): May 6, 2024
Q2 HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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| 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):
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2024, R.H. Seale, III provided notice to Q2 Holdings, Inc. ("Q2") of his decision not to stand for re-election to the Board of Directors of Q2 (the "Board"). Mr. Seale is our founder, has served on our Board since our inception and currently serves as Executive Chairman of the Board and is a member of the Risk and Compliance Committee. Mr. Seale is expected to continue to serve in his respective roles through the expiration of his current term as a director of Q2 at Q2’s annual meeting of stockholders scheduled for June 11, 2024. Mr. Seale's decision to not stand for re-election was not the result of any disagreement with Q2 on any matter relating to Q2’s operations, policies or practices.
In recognition of his contributions to Q2 the Board has appointed Mr. Seale to the honorary position of Chairman Emeritus of Q2, following his resignation from the Board.
On May 8, 2024, the Board unanimously approved a resolution to reduce the size of the Board effective upon the expiration of Mr. Seale’s term as a director of Q2 to remove the vacancy created as a result of his not standing for re-election.
Item 7.01. Regulation FD Disclosure.
On May 10, 2024, Q2 issued a press release announcing Mr. Seale’s decision not to stand for re-election and appointment as Chairman Emeritus, a copy of which is furnished herewith as Exhibit 99.1.
The information in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| | Press release dated May 10, 2024 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Q2 HOLDINGS, INC. |
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| May 10, 2024 | /s/ David J. Mehok David J. Mehok Chief Financial Officer |