2 unchanged sentences
Our management, with the participation of our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.
−Removed: 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.
−Removed: 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.
+Added: The term “disclosure controls and procedures,”
+Added: 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.
+Added: 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.
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.
−Removed: 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.
+Added: 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:
−Removed: (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.
−Removed: 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.
+Added: (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.
+Added: 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.
8 unchanged sentences
Executive Officers and Directors
−Removed: Except as set forth below, the information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019 .
+Added: Except as set forth below, the information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
Codes of Business Conduct and Ethics
5 unchanged sentences
Executive Compensation
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019 .
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: 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 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019 .
−Removed: 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 “Item 5:
−Removed: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance under Equity Compensation Plans.”
+Added: 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 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
+Added: 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.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019 .
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
Principal Accounting Fees and Services
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019 .
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
Exhibits and Financial Statement Schedules
−Removed: (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.
−Removed: (a)(2) Financial Statement Schedules
−Removed: SUPPLEMENTARY CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
−Removed: VALUATION AND QUALIFYING ACCOUNTS
−Removed: (in thousands)
−Removed: Balance at Beginning of Year
−Removed: Charged to Costs and Expenses
−Removed: Deductions and Other (1)
−Removed: Balance at End of Year
−Removed: Allowance for Doubtful Accounts
−Removed: Year Ended December 31, 2019
−Removed: Year Ended December 31, 2018
−Removed: Year Ended December 31, 2017
−Removed: (1) Primarily represents write-offs of uncollectible accounts, net of recoveries.
−Removed: All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
+Added: (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.
+Added: (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
6 unchanged sentences
September 12, 2012
−Removed: Description of Registrant’s securities
+Added: Description of Registrant’s securities
+Added: February 21, 2020
2000 Equity Incentive Plan, as amended, and the form of stock option agreement thereunder.
6 unchanged sentences
and Sumedh S.
−Removed: Thakar, dated January 20, 2003.
+Added: Thakar, dated January 20, 2003.
Offer Letter, between Qualys, Inc.
−Removed: and Melissa B.
−Removed: Fisher, dated April 15, 2016 .
+Added: and Joo Mi Kim, dated May 21, 2020.
Offer Letter, between Qualys, Inc.
8 unchanged sentences
April 25, 2016
+Added: Incorporated by Reference
+Added: Filed Herewith
+Added: 10.10*†
2016 Corporate Bonus Plan, as amended.
3 unchanged sentences
September 12, 2012
+Added: 10.12†
Master Agreement, between Qualys, Inc.
1 unchanged sentence
September 12, 2012
+Added: 10.13†
Manufacturing Services Agreement, between Qualys, Inc.
18 unchanged sentences
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.
−Removed: 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 21, 2020 .
−Removed: /s/ PHILIPPE F.
−Removed: Chairman and Chief Executive Officer
+Added: 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, 2021.
+Added:                           
+Added: /s/ SUMEDH THAKAR
+Added: Sumedh Thakar
+Added: Interim Chief Executive Officer
(principal executive officer)
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:
−Removed: /s/ PHILIPPE F.
−Removed: Chairman and Chief Executive Officer (principal executive officer)
+Added: /s/ SUMEDH THAKAR
+Added: Director and Interim Chief Executive Officer (principal executive officer)
February 22, 2021
−Removed: /s/ MELISSA B.
−Removed: Chief Financial Officer (principal financial officer)
+Added: Sumedh Thakar
+Added: /s/ JOO MI KIM
+Added: Chief Financial Officer (principal financial and accounting officer)
February 22, 2021
+Added: /s/ PHILIPPE F.
+Added: February 22, 2021
/s/ SANDRA E.
9 unchanged sentences
February 22, 2021
+Added: February 22, 2021
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.