UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On June 12, 2020, the board of directors (the “Board”) of Qualys, Inc. (the “Company”) appointed John Zangardi to serve on the Board as a Class II director until the Company’s 2023 annual meeting of stockholders or until his successor is duly elected and qualified. There are no arrangements or understandings between Dr. Zangardi and any other persons pursuant to which he was elected to serve on the Board. In addition, the Board appointed Dr. Zangardi to the compensation committee of the Board.
Dr. Zangardi has served as President of Redhorse Corporation, a technology services company delivering decision quality data to federal government customers, since June 2020. From November 2019 to May 2020, Dr. Zangardi served as Senior Vice President of Business Initiatives and Strategic Partnerships for the Civil Group at Leidos, Inc., a science, engineering and information technology company. From November 2017 to November 2019, Dr. Zangardi served as Chief Information Officer of the Department of Homeland Security, a presidentially appointed position, where he was responsible for overseeing IT and its related security and management for the Department. Prior to that, Dr. Zangardi first served as the Principal Deputy Chief Information Officer and later as the Acting Chief Information Officer of the Department of Defense, between October 2016 to November 2017. Dr. Zangardi also served as the Deputy Assistant Secretary of the Navy for Command, Control, Communications, Computers, Intelligence, Information Operations & Space from March 2011 to September 2016. A retired Naval Flight Officer, Dr. Zangardi served in a variety of command and staff assignments during his military career. Dr. Zangardi holds a B.S. in business administration from the University of Scranton, a M.S. in finance from the Naval Postgraduate School, and a Ph.D. in public policy from George Mason University.
Dr. Zangardi is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Dr. Zangardi will enter into the Company’s standard form of indemnification agreement, a copy of which was previously filed on August 10, 2012 as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-182027). In addition, Dr. Zangardi will be compensated for his service on the Board in accordance with the Company’s standard compensation policy for non-employee directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUALYS, INC. | ||
| By: |
/s/ Philippe F. Courtot | |
| Philippe F. Courtot | ||
| Chairman and Chief Executive Officer |
Date: June 16, 2020