Qualys, Inc. (QLYS)
PROXY VOTE ALERT - ANNUAL SHAREHOLDER MEETING
Qualys, Inc. (QLYS)
From: Financial PMA + UnWoke.Academy
Qualys’s 2026 Annual Meeting is virtual on June 10 2026, 11:00 a.m. PT via: www.virtualshareholdermeeting.com/QLYS2026
The proxy contains four management proposals — no shareholder proposals. Executive compensation is primarily financial and operational (no explicit ESG/DEI weighting). However, the Nominating and Governance Committee has formal oversight of ESG activities, programs, and public disclosure. It also oversees talent diversity and inclusion policies. The company maintains ESG programs (with past ESG reporting), and includes human capital/DEI elements in governance practices.
The proposals are:
Election of three Class II directors (Bradford L. Brooks, Wendy M. Pfeiffer, John A. Zangardi).
Ratification of Grant Thornton LLP as independent registered public accounting firm for 2026.
Advisory (non-binding) say-on-pay on named executive officer compensation.
Approval of the 2012 Equity Incentive Plan, as amended and restated (increase in share reserve).
Board recommends FOR all four.
Our joint recommendation — send a clear accountability signal. Do not default to management’s “FOR” slate.
Proposal 1 – Election of Directors: WITHHOLD (or AGAINST) on all three nominees. The full board (via Nominating and Governance Committee) oversees ESG activities and talent diversity/inclusion.
Proposal 2 – Ratify Auditor (Grant Thornton): FOR. Purely operational/financial; no ideological conflict.
Proposal 3 – Advisory Say-on-Pay: AGAINST. While current metrics are financial, the broader leadership culture (ESG oversight and DEI/inclusion) remains misaligned. Advisory “against” votes force compensation committee review.
Proposal 4 – Equity Incentive Plan Amendment: AGAINST. Material increase in shares creates dilution to reward the same ESG/DEI-oriented team. Force tighter alignment first.
Shareholders serious about merit, fiduciary duty, and keeping corporations focused on business — not social agendas — should send this clear signal.
Review the full proxy at https://www.stocktitan.net/sec-filings/QLYS/def-14a-qualys-inc-definitive-proxy-statement-4e8c49691d2a.html
Financial PMA | UnWoke.Academy
Protecting capital from woke capitalism.
