Qualys Inc.

12/02/2021 | Press release | Distributed by Public on 12/02/2021 15:47

Management Change/Compensation - Form 8-K




Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 30, 2021

Qualys, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-35662 77-0534145
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)

919 East Hillsdale Boulevard

Foster City, California94404

(Address of principal executive offices, including zip code)


(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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

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

Pre-commencementcommunications 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



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-2of 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.

Appointment of Director

On November 30, 2021, the board of directors (the "Board") of Qualys, Inc. (the "Company") appointed William Berutti to serve on the Board as a Class III director until the Company's 2024 annual meeting of stockholders or until his successor is duly elected and qualified. There are no arrangements or understandings between Mr. Berutti and any other persons pursuant to which he was elected to serve on the Board. In addition, the Board appointed Mr. Berutti to the compensation committee of the Board.

Mr. Berutti has served as Chief Executive Officer of Plex Systems, Inc., a cloud manufacturing software company, since November 2018. From October 2016 to November 2018, Mr. Berutti served as President of multiple operating units within BMC Software, an enterprise software company. Mr. Berutti also currently serves, and has served, on the boards of directors of multiple private companies. Mr. Berutti holds a B.S. degree in Business from Miami University.

Mr. Berutti is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-Kpromulgated by the Securities and Exchange Commission.

Mr. Berutti 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, Mr. Berutti will be compensated for his service on the Board in accordance with the Company's standard compensation policy for non-employeedirectors.


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.


/s/ Joo Mi Kim

Joo Mi Kim
Chief Financial Officer

Date: December 2, 2021