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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 84 added, 64 removed, 64 unchanged (70% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

6 unchanged sentences

Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2023, the following director, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

On November 21, 2023 , Jeffrey P.

Hank , the chair of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 8,850 shares of our common stock plus an additional number of shares to be granted on the date of the Company's 2024 Annual Meeting of Stockholders.

Pursuant to the Company's non-employee director compensation program, each non-employee director who has served on our board of directors for at least six months prior to such date will be granted an award of restricted stock units with an intended value (based on the average of the closing prices of our common stock for the 30 trading days ending one week before the applicable grant date) of $200,000.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until June 30, 2025, or earlier if all transactions under the trading arrangement are completed.

No other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, during the three months ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

Executive Officers and Directors

Except as set forth below, the information required by this item is incorporated by reference to our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

Except as set forth below, the information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Codes of Business Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The code of business conduct and ethics is available on our website.

The code of business conduct and ethics is available on our website at www.qualys.com.

We expect that, to the extent required by law, any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

2 unchanged sentences

Executive Compensation

The information required by this item is incorporated by reference to our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item with respect to Item 403 of Regulation S-K regarding security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

For the information required by this item with respect to Item 201(d) of Regulation S-K regarding securities authorized for issuance under equity compensation plans, see “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance under Equity Compensation Plans” in Item 5 of this Annual Report on Form 10-K.

The information required by this item with respect to Item 403 of Regulation S-K regarding security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes information about our equity compensation plans as of December 31, 2023.

All outstanding awards relate to our common stock.

Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and

Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

(in thousands) (in thousands)

Equity compensation plans approved by security holders (1)

2,521 (2) $ 97.98 (3) 2,318 (4)

Equity compensation plans not approved by security holders — $ — —

(1) Includes our Amended and Restated 2012 Equity Incentive Plan (Restated 2012 Plan) and 2021 Employee Stock Purchase Plan (ESPP).

(2) Consists of 1,074 thousand restricted stock units and 1,447 thousand shares underlying stock options.

(3) The weighted average exercise price is calculated based solely on outstanding stock options.

(4) Consists of 1,824 thousand shares reserved for issuance under our Amended and Restated 2012 Plan and 494 thousand shares reserved for issuance under our ESPP.

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements - The financial statements filed as part of this Annual Report on Form 10-K are listed on the Index to Consolidated Financial Statements in Item 8.

(a)(2) Financial Statement Schedules - All financial statement schedules have been omitted since the required information is not applicable or has been included in the consolidated financial statements and accompanying notes included in this Form 10-K.

(a)(1) Financial Statements - The financial statements filed as part of this Annual Report on Form 10-K are listed on the Index to Consolidated Financial Statements in Item 8.

(a)(2) Financial Statement Schedules - All financial statement schedules have been omitted since the required information is not applicable or has been included in the consolidated financial statements and accompanying notes included in this Form 10-K.

Incorporated by Reference

Filed Herewith

Description Filed

Herewith Form File No.

3.1 Amended and Restated Certificate of Incorporation of Qualys, Inc.

September 12, 2012

S-1/A 333-182027 3.3 September 12, 2012

3.2 Amended and Restated Bylaws of Qualys, Inc.

November 2, 2022

8-K 001-35662 3.1 November 2, 2022

4.1 Form of common stock certificate.

September 12, 2012

Description of Registrant’s securities

February 21, 2020

S-1/A 333-182027 4.1 September 12, 2012

4.2 Description of Registrant’s securities

10-K 001-35662 4.2 February 21, 2020

10.1* 2000 Equity Incentive Plan, as amended, and the form of stock option agreement thereunder.

2012 Equity Incentive Plan, as amended, restated and extended.

June 10, 2022

S-1 333-182027 10.1 June 8, 2012

10.2* Qualys, Inc.

2012 Equity Incentive Plan, as amended, restated and extended.

8-K 001-35662 10.1 June 10, 2022

10.3* Qualys, Inc.

2021 Employee Stock Purchase Plan

June 11, 2021

8-K 001-35662 10.1 June 11, 2021

10.4* Offer Letter, between Qualys, Inc.

and Sumedh S.

Thakar, dated January 20, 2003.

Thakar, dated January 20, 2003.

S-1 333-182027 10.5 June 8, 2012

10.5* Offer Letter, between Qualys, Inc.

and Joo Mi Kim, dated May 21, 2020.

8-K 001-35662 10.1 May 26, 2020

10.6* Offer Letter, between Qualys, Inc.

Posey, dated May 8, 2012.

Offer Letter, between Qualys, Inc.

and Allan Peters, dated April 26, 2021.

February 22, 2022

S-1 333-182027 10.9 June 8, 2012

Form of Performance-Based Restricted Stock Unit Agreement for Executives under the 2012 Equity Incentive Plan, dated October 28, 2021

February 22, 2022

10-K 001-35662 10.8 February 22, 2022

Form of director and executive officer indemnification agreement.

August 10, 2012

S-1/A 333-182027 10.10 August 10, 2012

Executive Performance Bonus Plan.

Schedule 14A, Appendix A

April 25, 2016

Schedule 14A, Appendix A 001-35662 N/A April 25, 2016

Incorporated by Reference

Filed Herewith

2022 Corporate Bonus Plan.

Description Filed

Herewith Form File No.

2023 Corporate Bonus Plan.

10.11 Lease Agreement, between Qualys, Inc.

and Hudson Metro Center, LLC, dated October 14, 2016.

October 19, 2016

8-K 001-35662 10.1 October 19, 2016

21.1 List of subsidiaries of Qualys, Inc.

6 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

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97.1 Qualys Inc.

Compensation Recovery Policy, as adopted on October 26, 2023

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Incorporated by Reference

Description Filed

Herewith Form File No.

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* Indicates a management contract or compensatory plan or arrangement.

Portions of this exhibit have been omitted due to a determination by the Securities and Exchange Commission that these portions should be granted confidential treatment.

# Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California on February 23, 2023.

/s/ SUMEDH THAKAR

Sumedh Thakar

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California on February 22, 2024 .

/s/ SUMEDH S.

President and Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated:

/s/ SUMEDH THAKAR

Director, President and Chief Executive Officer (principal executive officer)

February 23, 2023

Sumedh Thakar

/s/ JOO MI KIM

Chief Financial Officer (principal financial officer and principal accounting officer)

February 23, 2023

Signature Title Date

/s/ SUMEDH S.

Director, President and Chief Executive Officer (principal executive officer) February 22, 2024

/s/ JOO MI KIM Chief Financial Officer (principal financial officer and principal accounting officer) February 22, 2024

/s/ JEFFREY P.

Chair of the Board of Directors

February 23, 2023

/s/ WILLIAM BERUTTI

February 23, 2023

HANK Chair of the Board of Directors February 22, 2024

/s/ THOMAS P.

Director February 22, 2024

/s/ WILLIAM BERUTTI Director February 22, 2024

William Berutti

/s/ GENERAL PETER PACE

February 23, 2023

General Peter Pace

PFEIFFER Director February 22, 2024

/s/ KRISTI M.

February 23, 2023

ROGERS Director February 22, 2024

ZANGARDI Director February 22, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures