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Compiled from SEC Form N-PX filings and QUALYS INC.’s Form 8-K, filed June 16, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 11, 2025: 5 items on QUALYS INC.’s Form 8-K, filed June 16, 2025: 2 elected · 2 approved · 1 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore QUALYS INC. in the interactive database Compare manager voting policies
These tallies are QUALYS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 16, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Thomas P. Berquist | 28,897,990 | -- | -- | 883,603 | 3,554,584 | 97% | Elected | — |
| Elect Director: Kristi M. Rogers | 26,826,665 | -- | -- | 2,954,928 | 3,554,584 | 90% | Elected | — |
| 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 31,326,730 | 1,992,524 | 16,923 | -- | -- | 94% | Approved | — |
| 3. 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 Proxy Statement | 27,571,613 | 2,167,050 | 42,930 | -- | 3,554,584 | 93% | Not verified | — |
| 4. Approval of an amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers | 26,290,857 | 3,449,327 | 41,409 | -- | 3,554,584 | 88% | Approved | — |
Source: QUALYS INC., Form 8-K, filed with the SEC on June 16, 2025 — read the filing on EDGAR.
Each item below shows how the 408 asset managers that disclosed a QUALYS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 7 wordings of this item as funds reported it.
90% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Kristi M. Rogers
QUALYS INC.’s own tally for this item (“Elect Director: Kristi M. Rogers”): 26,826,665 for, 2,954,928 withheld, per its Form 8-K filed June 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Proposal One – Election of Directors The stockholders elected each of the following nominees as Class I directors to serve on the Company's board of directors (the "Board") until the Company's 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 114 asset managers below reported 14,414,293 for, 720,335 withheld, 494,370 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,215,093 | 0 | 0 | 307 | For |
| BlackRock | 3,427,378 | 0 | 0 | 0 | For |
| Fidelity | 1,267,534 | 0 | 0 | 0 | For |
| First Trust | 891,515 | 0 | 0 | 0 | For |
| Neuberger Berman | 700,827 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 0 | 483,849 | 0 | Abstain |
| Charles Schwab | 464,916 | 0 | 0 | 0 | For |
| Global X | 334,276 | 0 | 0 | 105,952 | Mixed |
| BOSTON TRUST WALDEN FUNDS | 405,540 | 0 | 0 | 0 | For |
| Invesco | 0 | 0 | 0 | 337,562 | Withhold |
| State Street | 313,900 | 0 | 0 | 19 | For |
| JPMorgan | 259,266 | 0 | 0 | 0 | For |
| Dimensional | 201,346 | 0 | 0 | 0 | For |
| Equitable | 70,329 | 0 | 0 | 77,420 | Mixed |
| T. Rowe Price | 0 | 0 | 0 | 120,778 | Withhold |
| Brighthouse | 89,177 | 0 | 0 | 27,025 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 107,763 | 0 | 0 | 0 | For |
| AQR | 106,470 | 0 | 0 | 0 | For |
| TIAA | 101,430 | 0 | 0 | 0 | For |
| WisdomTree | 90,947 | 0 | 0 | 0 | For |
| Jackson National | 86,944 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 79,700 | 0 | 0 | 0 | For |
| Legg Mason | 73,459 | 0 | 0 | 0 | For |
| Federated Hermes | 66,508 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,869 | 0 | 0 | 0 | For |
Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.
Combines 7 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Thomas P. Berquist
QUALYS INC.’s own tally for this item (“Elect Director: Thomas P. Berquist”): 28,897,990 for, 883,603 withheld, per its Form 8-K filed June 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Proposal One – Election of Directors The stockholders elected each of the following nominees as Class I directors to serve on the Company's board of directors (the "Board") until the Company's 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 114 asset managers below reported 14,888,503 for, 256,646 withheld, 483,849 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,215,400 | 0 | 0 | 0 | For |
| BlackRock | 3,427,378 | 0 | 0 | 0 | For |
| Fidelity | 1,267,534 | 0 | 0 | 0 | For |
| First Trust | 891,515 | 0 | 0 | 0 | For |
| Neuberger Berman | 700,827 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 0 | 483,849 | 0 | Abstain |
| Charles Schwab | 464,916 | 0 | 0 | 0 | For |
| Global X | 440,228 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 405,540 | 0 | 0 | 0 | For |
| Invesco | 337,562 | 0 | 0 | 0 | For |
| State Street | 313,919 | 0 | 0 | 0 | For |
| JPMorgan | 259,266 | 0 | 0 | 0 | For |
| Dimensional | 201,346 | 0 | 0 | 0 | For |
| Equitable | 70,329 | 0 | 0 | 77,420 | Mixed |
| T. Rowe Price | 0 | 0 | 0 | 120,778 | Withhold |
| Brighthouse | 89,177 | 0 | 0 | 27,025 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 107,763 | 0 | 0 | 0 | For |
| AQR | 106,470 | 0 | 0 | 0 | For |
| TIAA | 101,430 | 0 | 0 | 0 | For |
| WisdomTree | 90,947 | 0 | 0 | 0 | For |
| Jackson National | 86,944 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 79,700 | 0 | 0 | 0 | For |
| Legg Mason | 73,459 | 0 | 0 | 0 | For |
| Federated Hermes | 66,508 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,869 | 0 | 0 | 0 | For |
Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.
Combines 3 wordings of this item as funds reported it.
88% Approved · of votes cast
Description as filed by funds: TO APPROVE THE AMENDMENT OF QUALYS, INC.'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF CERTAIN OFFICERS.
QUALYS INC.’s own tally for this item (“4. Approval of an amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers”): 26,290,857 for, 3,449,327 against — passed, per its Form 8-K filed June 16, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal Four – Approval of an amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers The shareholders approved the amendment to the Company's Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers.”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 114 asset managers below reported 13,963,041 for, 1,654,014 against, 11,661 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,215,093 | 307 | 0 | 0 | For |
| BlackRock | 3,427,378 | 0 | 0 | 0 | For |
| Fidelity | 1,267,534 | 0 | 0 | 0 | For |
| First Trust | 891,515 | 0 | 0 | 0 | For |
| Neuberger Berman | 0 | 700,827 | 0 | 0 | Against |
| Amplify ETF Trust | 483,849 | 0 | 0 | 0 | For |
| Charles Schwab | 464,916 | 0 | 0 | 0 | For |
| Global X | 0 | 440,228 | 0 | 0 | Against |
| BOSTON TRUST WALDEN FUNDS | 405,540 | 0 | 0 | 0 | For |
| Invesco | 337,562 | 0 | 0 | 0 | For |
| State Street | 313,808 | 111 | 0 | 0 | For |
| JPMorgan | 0 | 259,266 | 0 | 0 | Against |
| Dimensional | 201,346 | 0 | 0 | 0 | For |
| Equitable | 147,749 | 0 | 0 | 0 | For |
| T. Rowe Price | 120,778 | 0 | 0 | 0 | For |
| Brighthouse | 44,186 | 60,355 | 11,661 | 0 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 107,763 | 0 | 0 | 0 | For |
| AQR | 106,470 | 0 | 0 | 0 | For |
| TIAA | 101,430 | 0 | 0 | 0 | For |
| WisdomTree | 90,947 | 0 | 0 | 0 | For |
| Jackson National | 86,944 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 79,700 | 0 | 0 | 0 | For |
| Legg Mason | 3,977 | 69,482 | 0 | 0 | Mixed |
| Federated Hermes | 66,508 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,869 | 0 | 0 | 0 | For |
Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.
Combines 18 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: To approve, on an advisory and non- binding basis, the compensation of Qualys, Inc.'s named executive officers as described in the Proxy Statement.
QUALYS INC.’s own tally for this item (“3. 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 Proxy Statement”): 27,571,613 for, 2,167,050 against, per its Form 8-K filed June 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of QUALYS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “To approve on an advisory and non-binding basis the compensation of Qualys Incs named executive officers as described in the Poxy Statement” (2 managers, 7,965 for, 93 against).
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,215,091 | 309 | 0 | 0 | For |
| BlackRock | 3,427,378 | 0 | 0 | 0 | For |
| Fidelity | 1,267,534 | 0 | 0 | 0 | For |
| First Trust | 891,515 | 0 | 0 | 0 | For |
| Neuberger Berman | 700,827 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 483,849 | 0 | 0 | Against |
| Charles Schwab | 464,916 | 0 | 0 | 0 | For |
| Global X | 334,276 | 105,952 | 0 | 0 | Mixed |
| BOSTON TRUST WALDEN FUNDS | 405,540 | 0 | 0 | 0 | For |
| Invesco | 337,562 | 0 | 0 | 0 | For |
| State Street | 313,548 | 371 | 0 | 0 | For |
| JPMorgan | 259,266 | 0 | 0 | 0 | For |
| Dimensional | 201,346 | 0 | 0 | 0 | For |
| Equitable | 147,749 | 0 | 0 | 0 | For |
| T. Rowe Price | 120,778 | 0 | 0 | 0 | For |
| Brighthouse | 104,541 | 0 | 11,661 | 0 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 107,763 | 0 | 0 | 0 | For |
| AQR | 106,470 | 0 | 0 | 0 | For |
| TIAA | 101,430 | 0 | 0 | 0 | For |
| WisdomTree | 90,947 | 0 | 0 | 0 | For |
| Jackson National | 86,944 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 79,700 | 0 | 0 | 0 | For |
| Legg Mason | 73,459 | 0 | 0 | 0 | For |
| Federated Hermes | 66,508 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,869 | 0 | 0 | 0 | For |
Fund voting reports, all 114 managers: 14,958,737 for, 658,318 against, 11,661 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,402,413 | 194 | 0 | 0 | For |
| State Street | 1,292,545 | 913 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,257,124 | 0 | 0 | 0 | For |
| Neuberger Berman | 1,079,283 | 0 | 0 | 0 | For |
| Legal & General Investment Management Ltd | 0 | 918,325 | 0 | 0 | Against |
| Fundsmith LLP | 718,602 | 0 | 0 | 0 | For |
| Boston Trust Walden Co | 491,985 | 0 | 0 | 0 | For |
| Northern Trust | 484,560 | 0 | 0 | 0 | For |
| Charles Schwab | 465,107 | 0 | 0 | 0 | For |
| LONDON CO OF VIRGINIA | 455,664 | 0 | 0 | 0 | For |
| JPMorgan | 431,833 | 0 | 0 | 0 | For |
| Invesco | 364,937 | 0 | 0 | 0 | For |
| AQR | 354,267 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 322,947 | 0 | 0 | 0 | For |
| ATLANTA CAPITAL MANAGEMENT CO L L C | 299,570 | 0 | 0 | 0 | For |
| Alyeska Investment Group, L.P. | 293,386 | 0 | 0 | 0 | For |
| Utah Retirement Systems | 272,624 | 0 | 0 | 0 | For |
| Voya | 257,911 | 0 | 0 | 0 | For |
| AMERICAN CAPITAL MANAGEMENT INC | 235,103 | 0 | 0 | 0 | For |
| T. Rowe Price | 193,323 | 0 | 0 | 0 | For |
| Renaissance | 170,258 | 0 | 0 | 0 | For |
| Fisher Asset Management, LLC | 164,573 | 0 | 0 | 0 | For |
| CDAM (UK) Ltd | 157,755 | 0 | 0 | 0 | For |
| First Trust | 155,410 | 251 | 0 | 0 | For |
| Irish Life Investment Managers Ltd. | 131,350 | 0 | 0 | 0 | For |
Institutional-manager reports, all 318 managers: 14,823,215 for, 1,350,964 against, 14,555 abstained, 307 not voted, 33 unknown. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS QUALYS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2025.
QUALYS INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 31,326,730 for, 1,992,524 against — passed, per its Form 8-K filed June 16, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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, 2025.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 15,031,474 for, 590,281 against, 11,661 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,215,093 | 307 | 0 | 0 | For |
| BlackRock | 3,427,378 | 0 | 0 | 0 | For |
| Fidelity | 1,267,534 | 0 | 0 | 0 | For |
| First Trust | 891,515 | 0 | 0 | 0 | For |
| Neuberger Berman | 700,827 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 483,849 | 0 | 0 | Against |
| Charles Schwab | 464,916 | 0 | 0 | 0 | For |
| Global X | 334,276 | 105,952 | 0 | 0 | Mixed |
| BOSTON TRUST WALDEN FUNDS | 405,540 | 0 | 0 | 0 | For |
| Invesco | 337,562 | 0 | 0 | 0 | For |
| State Street | 313,900 | 19 | 0 | 0 | For |
| JPMorgan | 259,266 | 0 | 0 | 0 | For |
| Dimensional | 201,346 | 0 | 0 | 0 | For |
| Equitable | 147,749 | 0 | 0 | 0 | For |
| T. Rowe Price | 120,778 | 0 | 0 | 0 | For |
| Brighthouse | 104,541 | 0 | 11,661 | 0 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 107,763 | 0 | 0 | 0 | For |
| AQR | 106,470 | 0 | 0 | 0 | For |
| TIAA | 101,430 | 0 | 0 | 0 | For |
| WisdomTree | 90,947 | 0 | 0 | 0 | For |
| Jackson National | 86,944 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 79,700 | 0 | 0 | 0 | For |
| Legg Mason | 73,459 | 0 | 0 | 0 | For |
| Federated Hermes | 66,508 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,869 | 0 | 0 | 0 | For |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 36,398,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.58% |
| 2 | BlackRock | 9.42% |
| 3 | Fidelity | 3.48% |
| 4 | First Trust | 2.45% |
| 5 | Neuberger Berman | 1.93% |
| 6 | Amplify ETF Trust | 1.33% |
| 7 | Charles Schwab | 1.28% |
| 8 | Global X | 1.21% |
| 9 | BOSTON TRUST WALDEN FUNDS | 1.11% |
| 10 | Invesco | 0.93% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 3.85% |
| 2 | State Street | 3.55% |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 3.45% |
| 4 | Neuberger Berman | 2.97% |
| 5 | Legal & General Investment Management Ltd | 2.52% |
| 6 | Fundsmith LLP | 1.97% |
| 7 | Boston Trust Walden Co | 1.35% |
| 8 | Northern Trust | 1.33% |
| 9 | Charles Schwab | 1.28% |
| 10 | LONDON CO OF VIRGINIA | 1.25% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 15.71% | 13F |
| Vanguard Group | 11.75% | 13F |
| Vanguard Portfolio Management | 7.06% | 13G |
| State Street | 3.97% | 13F |
| Morgan Stanley | 2.36% | 13F |
| Dimensional Fund Advisors | 1.84% | 13F |
| Northern Trust | 1.53% | 13F |
| JPMorgan Chase | 1.35% | 13F |
| Charles Schwab | 1.26% | 13F |
Percentages above are of 36,398,000 shares outstanding, as reported by QUALYS INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from QUALYS INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At QUALYS INC.'s shareholder meeting held June 11, 2025, in the 2024-2025 proxy season, 408 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,435 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory and non- binding basis, the compensation of Qualys, Inc.'s named… — FOR was 93% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: QUALYS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 16, 2025.
QUALYS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.