QUALYS, INC. 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   Market Information   Our common stock is listed and traded on the Nasdaq Global Select Market under the symbol “QLYS”.   Holders of Record   As of February 14, 2023, there were approximately 52 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.   Dividend Policy   We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund business development and growth, and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.   Securities Authorized for Issuance under Equity Compensation Plans   The following table summarizes information about our equity compensation plans as of December 31, 2022. 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)     2,990 (2)   $ 87.59 (3)     2,906 (4) Equity compensation plans not approved by security holders     —     $ —       —     (1) Includes our Restated 2012 Equity Incentive Plan (Restated 2012 Plan) and 2021 Employee Stock Purchase Plan (2021 ESPP). (2)  Consists of 1,183 thousand restricted stock units and 1,807 thousand shares underlying stock options. (3) The weighted average exercise price is calculated based solely on outstanding stock options. (4)  Consists of 2,351 thousand shares reserved for issuance under our Restated 2012 Plan and 555 thousand shares reserved for issuance under our 2021 ESPP.    37 Table of Contents   Stock Price Performance Graph   The following graph shows a comparison from December 31, 2017 through December 31, 2022 of the cumulative total return for an investment of $100 (and the reinvestment of dividends) in our common stock, the NASDAQ Global Select Market Composite Index and the NASDAQ Computer Index and the S&P 500 Index. Such returns are based on historical results and are not intended to suggest future performance.   COMPARISON OF CUMULATIVE TOTAL RETURN* Among Qualys, Inc., NASDAQ-Global Select Market Composite Index, and NASDAQ Computer Index and S&P 500 Index   * $100 invested on December 31, 2017 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.         December 31, 2017     December 31, 2018     December 31, 2019     December 31, 2020     December 31, 2021     December 31, 2022   Qualys, Inc.   $ 100.00     $ 125.93     $ 140.47     $ 205.34     $ 231.20     $ 189.10   NASDAQ Global Select Market   $ 100.00     $ 96.32     $ 130.62     $ 186.83     $ 230.03     $ 155.00   NASDAQ Computer   $ 100.00     $ 96.32     $ 144.80     $ 217.17     $ 299.39     $ 192.28   S&P 500   $ 100.00     $ 95.62     $ 125.72     $ 148.85     $ 191.58     $ 156.88     The information on the above Stock Price Performance Graph shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference into any registration statement or other document filed by us with the SEC, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.   38 Table of Contents   Purchases of Equity Securities by the Issuer and Affiliated Purchasers   A summary of our repurchases of common stock during the three months ended December 31, 2022 is as follows:   Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (1)     Approximate Dollar Value of Shares that May Yet Be Purchased under the Plan or Program     October 1, 2022 - October 31, 2022     231,057     $ 136.68       231,057     $ 227,405,137     November 1, 2022 - November 30, 2022     285,100     $ 121.98       285,100     $ 192,628,215     December 1, 2022 - December 31, 2022     331,441     $ 115.09       331,441     $ 154,481,340   (2) Total     847,598               847,598               (1) On February 5, 2018, our board of directors authorized a $100.0 million share repurchase program, which was announced on February 12, 2018. On each of October 30, 2018, October 30, 2019, May 7, 2020 and February 10, 2021, we announced that our board of directors had authorized an increase of $100.0 million, and on each of November 3, 2021 and May 4, 2022, we announced that our board of directors had authorized an increase of $200.0 million to the share repurchase program, resulting in an aggregate authorization of $900.0 million as of December 31, 2022. Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18 of the Exchange Act of 1934. We have entered into a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act to effect repurchases under our share repurchase program. All share repurchases have been made using cash resources. Our share repurchase program does not have an expiration date. (2) Does not reflect the $100.0 million increase to our share repurchase program announced on February 9, 2023.    Item 6. [RESERVED]   39 Table of Contents