Qualys, Inc. (QLYS) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by and welcome to the Qualys 2020 Annual Meeting of Stockholders Conference Call. I would now like to hand the conference over to your speaker today, Mr. Philippe Courtot, Chairman and Chief Executive Officer.

Thank you very much. Okay. Thank you very much, and good morning, and welcome to Qualys 2020 Annual Meeting of Stockholders. I am Philippe Courtot, Chairman and Chief Executive Officer of Qualys. I hope you and your families are well at this unique time in our nation's history. As provided in the company's bylaws, I will act as Chair of this meeting. Before proceeding further, let me introduce the directors of the company who are attending this meeting virtually. They are: Wendy Pfeiffer, who is standing for reelection; Sandra Bergeron; Kristi Rogers. Also with us are Kathy Blackwell of CT Hagberg LLC, our inspector of elections; and Amanda McCarty, representing Grant Thornton LLP, our independent auditor. I will now turn the meeting over to Bruce Posey, our Vice President, General Counsel and Corporate Secretary, to conduct the formal portion of the meeting.

Thank you, Philippe. The rules of procedure for this meeting are available to review on the meeting website, and we intend to follow these rules during the meeting. I would like to ask, if you would like to ask a question for the Q&A session that will take place later, please do so by following the instructions on the meeting website. This meeting is being held in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement dated April 21, 2020. After voting has been completed, we will announce preliminary results, and then adjourn the formal meeting. Following adjournment, there will be an opportunity for stockholders to ask questions. I have proof by affidavit that notice of this meeting has been duly given and that a proxy statement and a proxy card have been furnished or made available to all stockholders of record as of the close of business on April 13, 2020, the record date for the meeting. A list of stockholders as of the record date is available on the meeting website. The affidavit, together with copies of the proxy materials, will be filed with the minutes of this meeting. We have appointed Kathy Blackwell to act as an inspector of election for this meeting. Ms. Blackwell has signed an oath of office, which will also be filed with the minutes of this meeting. The inspector of election has advised me that we have present in person or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with business. We will vote today via the meeting website. If you have turned in a proxy and do not intend to change your vote, then it is not necessary to vote during the meeting because we will count your proxy. If you did not turn in a proxy or if you wish to change your vote, please vote by following the instructions on the meeting website. Any votes cast today will be counted in the final tally along with the proxies previously received. The polls for each matter to be voted on at this meeting are now open. First item of business is the election of directors. The company's Board of Directors presently has 6 members and is divided into 3 classes with staggered 3-year terms. The Class II directors are up for election at today's meeting. 2 nominees receiving the highest number of votes cast for their election will be elected as directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified. As indicated in the company's proxy statement, General Peter Pace and Wendy M. Pfeiffer have been nominated by the Board to serve as Class II directors. Those of you who are voting today should vote on the meeting website now. The next item of business is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Those of you who are voting today should vote on the meeting website now. The last item of business is to hold a nonbinding advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement. Those of you who are voting today should vote on the meeting website now. We will now briefly pause to enable anyone who would like to vote virtually to do so. And I'll pause for about 30 seconds. [Voting]

Another 15 seconds. [Voting]

Okay. It is now 11:06 a.m. Pacific Time on June 10, 2020, and the polls are closed. I will now turn the meeting over to Kathy Blackwell to provide us with the preliminary report on the voting results.

Thank you, Bruce. Based upon the proxies received prior to the meeting and subject to final adjustment for any votes made during the meeting, I can report that General Peter Pace and Wendy M. Pfeiffer have been duly elected as Class II directors of the company. The appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified. And the nonbinding vote regarding compensation of the company's named executive officers has been approved.

Thank you, Ms. Blackwell. This concludes the formal business of the meeting. The meeting is now adjourned, and we will open it up for appropriate questions. Looks like there are no questions. So thank you again for attending today's meeting and for the interest that you have shown in the affairs of Qualys. I will now hand the meeting over to Philippe for closing comments. Philippe, are you there?

Yes. Thank you, Bruce. And I want to thank you all for attending the meeting -- today's meeting and for the interest you have shown in the affairs of your company. We thank you for your support. Thank you very much.

Okay. That wraps up the meeting.

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation. You may all disconnect.