QUALYS, INC. 10-K

Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   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, 2021. 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. 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. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.   Management's Annual Report on Internal Control over Financial Reporting   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.   Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the criteria established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation under the criteria set forth in the 2013 Internal Control - Integrated Framework issued by the COSO, our management concluded our internal control over financial reporting was effective as of December 31, 2021.   The effectiveness of the Company's internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report on Form 10-K.   Changes in Internal Control over Financial Reporting   There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   Item 9B. Other Information   None.   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   Not applicable.   79 Table of Contents     PART III   Item 10. Directors, Executive Officers and Corporate Governance   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 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.   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. 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. We intend to disclose any waiver to the provisions of the code of business conduct and ethics that applies specifically to directors or executive officers by filing such information on a Current Report on Form 8-K with the SEC, to the extent such filing is required by the NASDAQ Stock Market's listing requirements; otherwise, we will disclose such waiver by posting such information on our website.   Item 11. Executive Compensation   The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.   Item 12. 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 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021. 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.   Item 13. Certain Relationships and Related Transactions, and Director Independence   The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.   Item 14. Principal Accounting Fees and Services   The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.   80 Table of Contents     PART IV   Item 15. 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.   (b) Exhibits         Incorporated by Reference Exhibit Number   Description Filed Herewith Form File No. Exhibit No. Filing Date                 3.1    Amended and Restated Certificate of Incorporation of Qualys, Inc.   S-1/A 333-182027 3.3 September 12, 2012                 3.2    Amended and Restated Bylaws of Qualys, Inc.   S-1/A 333-182027 3.5 September 12, 2012                 4.1    Form of common stock certificate.   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.   S-1 333-182027 10.1 June 8, 2012                 10.2*    2012 Equity Incentive Plan and forms of agreements thereunder.   S-1/A 333-182027 10.2 September 12, 2012                 10.3*    Qualys, Inc. 2021 Employee Stock Purchase Plan   8-K 001-35662 10.1 June 11, 2020                 10.4*    Offer Letter, between Qualys, Inc. and Sumedh S. 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. and Bruce K. Posey, dated May 8, 2012.   S-1 333-182027 10.9 June 8, 2012                 10.7*   Offer Letter, between Qualys, Inc. and Allan Peters, dated April 26, 2021. X                         10.8*   Form of Performance-Based Restricted Stock Unit Agreement for Executives under the 2012 Equity Incentive Plan, dated October 28, 2021 X                         10.9*   Form of director and executive officer indemnification agreement.   S-1/A 333-182027 10.10 August 10, 2012                 10.10*   Qualys, Inc. Executive Performance Bonus Plan.   Schedule 14A, Appendix A 001-35662 N/A April 25, 2016   81 Table of Contents         Incorporated by Reference Exhibit Number   Description Filed Herewith Form File No. Exhibit No. Filing Date   10.11*#   Qualys, Inc. 2021 Corporate Bonus Plan. X                         10.12    Lease Agreement, between Qualys, Inc. and Hudson Metro Center, LLC, dated October 14, 2016.   8-K 001-35662 10.1 October 19, 2016                 10.13†    Manufacturing Services Agreement, between Qualys, Inc. and Synnex Corporation, dated March 1, 2011.   S-1/A 333-182027 10.16 September 12, 2012                 21.1    List of subsidiaries of Qualys, Inc. X                         23.1    Consent of Grant Thornton LLP, independent registered public accounting firm. X                         31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. X                         31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. X                         32.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. X                         32.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. X                         101.INS   Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X                         101.SCH   Inline XBRL Taxonomy Extension Schema Document X                         101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document X                         101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase X                         101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document X                         101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document X                         104   Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101 X                           * 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.             82 Table of Contents   SIGNATURES   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, 2022.                                QUALYS, INC.     By: /s/ SUMEDH THAKAR   Sumedh Thakar   President and Chief Executive Officer   (principal executive officer)   83 Table of Contents   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:   Signature   Title Date         /s/ SUMEDH THAKAR   Director, President and Chief Executive Officer (principal executive officer) February 22, 2022 Sumedh Thakar               /s/ JOO MI KIM   Chief Financial Officer (principal financial officer) February 22, 2022 Joo Mi Kim               /s/ SAIKAT PAUL   Chief Accounting Officer (principal accounting officer) February 22, 2022 Saikat Paul               /s/ SANDRA BERGERON   Chair of the Board of Directors February 22, 2022 Sandra Bergeron               /s/ WILLIAM BERUTTI   Director February 22, 2022 William Berutti               /s/ JEFFREY P. HANK   Director February 22, 2022 Jeffrey P. Hank               /s/ GENERAL PETER PACE   Director February 22, 2022 General Peter Pace               /s/ KRISTI M. ROGERS   Director February 22, 2022 Kristi M. Rogers               /s/ WENDY M. PFEIFFER   Director February 22, 2022 Wendy M. Pfeiffer               /s/ JOHN A. ZANGARDI   Director February 22, 2022 John A. Zangardi         84