8-K
false 0001107843 0001107843 2021-03-19 2021-03-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 19, 2021

 

 

Qualys, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35662   77-0534145

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (IRS Employer
Identification No.)

919 East Hillsdale Boulevard

Foster City, California 94404

(Address of principal executive offices, including zip code)

(650) 801-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.001 par value per share   QLYS   NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 19, 2021, Philippe Courtot, Chairman of the Board and Chief Executive Officer of Qualys, Inc. (the “Company”), resigned from all officer and employee positions with the Company and its subsidiaries due to health issues unrelated to COVID-19. Mr. Courtot will remain a director until his current term expires at the Company’s 2021 annual meeting of stockholders and will not stand for re-election. A copy of the Company’s press release announcing these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release dated March 22, 2021
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


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/ Joo Mi Kim

  Joo Mi Kim
  Chief Financial Officer

Date: March 22, 2021

EX-99.1

Exhibit 99.1

 

LOGO

Qualys Announces Resignation of CEO Philippe Courtot

Sumedh Thakar Continues as Interim CEO and Board Member

FOSTER CITY, Calif., – March 22, 2021 – Qualys, Inc. (NASDAQ: QLYS), a pioneer and leading provider of disruptive cloud-based IT, security and compliance solutions, today announced that Philippe Courtot, chairman of the board and chief executive officer, has resigned from his role as CEO for health reasons.

On February 7, 2021, Courtot took a leave of absence due to health issues unrelated to COVID-19. At this time, Sumedh Thakar, Qualys’ president and chief product officer, was named interim CEO and principal executive officer and appointed to the Board. Thakar remains in those positions following today’s announcement.

Sandra E. Bergeron, Qualys’ Lead Independent Director, stated, “Since becoming CEO 20 years ago, Philippe has built Qualys into a leading provider of cloud-based information security and compliance solutions, and we are incredibly grateful for his vision and leadership. On behalf of Qualys’ Board and all of our employees, we keep Philippe and his family in our thoughts. As we enter our next chapter of leadership, Sumedh has the full confidence of the Qualys Board, and we appreciate the steady hand he has brought to the company since becoming interim CEO last month.”

“We are incredibly proud of the visionary work that Philippe has done to lead Qualys during his time with the company,” said Thakar. “It has been a privilege and an honor to work alongside Philippe since I joined the company in 2003. I appreciate the continued support of the Board as we continue to drive forward our mission to ensure customer satisfaction.”

Courtot will remain a director until his current term expires at the Qualys’ 2021 annual meeting of stockholders and will not stand for re-election. Thakar will continue to serve on the Board as a Class III director until Qualys’ 2021 annual meeting of stockholders, or until his successor is duly elected and qualified.

About Qualys

Qualys, Inc. (NASDAQ: QLYS) is a pioneer and leading provider of disruptive cloud-based IT, security and compliance solutions with over 19,000 active customers in more than 130 countries, including a majority of each of the Forbes Global 100 and Fortune 100. Qualys helps organizations streamline and consolidate their security and compliance solutions in a single platform and build security into digital transformation initiatives for greater agility, better business outcomes, and substantial cost savings.


The Qualys Cloud Platform and its integrated Cloud Apps deliver businesses critical security intelligence continuously, enabling them to automate the full spectrum of auditing, compliance, and protection for IT systems and web applications across on premises, endpoints, cloud, containers, and mobile environments. Founded in 1999 as one of the first SaaS security companies, Qualys has established strategic partnerships with leading cloud providers like Amazon Web Services, Microsoft Azure and the Google Cloud Platform, and managed service providers and consulting organizations including Accenture, BT, Cognizant Technology Solutions, Deutsche Telekom, DXC Technology, Fujitsu, HCL Technologies, IBM, Infosys, NTT, Optiv, SecureWorks, Tata Communications, Verizon and Wipro. The company is also a founding member of the Cloud Security Alliance. For more information, please visit www.qualys.com.

Qualys and the Qualys logo are proprietary trademarks of Qualys, Inc. All other products or names may be trademarks of their respective companies.

Investor Contact

Vinayak Rao

Vice President, Corporate Development and Investor Relations

+1 (650) 801-6210

ir@qualys.com

Media Contact

Tami Casey

Director, Global Corporate Communications

+1 (650) 801-6196

tcasey@qualys.com