Q2 Holdings, Inc. (the \”Company\”) held its 2019 annual meeting of stockholders on June 11, 2019 at which the Company\’s stockholders approved and adopted amendments (the \”Charter Amendments\”) to the Company\’s Fourth Amended and Restated Certificate of Incorporation. The Charter Amendments became effective upon the filing of a Fifth Amended and Restated Certificate of Incorporation (the \”Restated Charter\”) with the Secretary of State of the State of Delaware on June 11, 2019 to effect the changes set forth below. The Restated Certificate was previously approved by the Board of Directors of the Company (the \”Board\”), subject to the adoption of the Company’s stockholders. The Charter Amendments amended the Fourth Amended and Restated Certificate of Incorporation to:

•declassify the Board; and

On June 11, 2019, upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the amended and restated bylaws of the Company (the \”Restated Bylaws\”) became effective. The Restated Bylaws were previously approved by the Board, subject to the adoption of the Restated Certificate by the Company’s stockholders. The Restated Bylaws amended the bylaws of the Company previously in effect to:

•declassify the Board; and

>The foregoing summary of the Restated Charter and the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Charter and the Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07 >Submission of Matters to a Vote of Security Holders.

The Company held its 2019 annual meeting of stockholders on June 11, 2019. Holders of an aggregate of 44,116,136 shares of the Company’s common stock at the close of business on April 24, 2019 were entitled to vote at the meeting, of which 42,820,727, or 97.1%, of the eligible shares were represented in person or by proxy. The matters voted upon at the meeting and the results of those votes are as follows:

Proposal 1: Election of Class II Directors to hold office for three-year terms or until their respective successors are elected and qualified, or their earlier death, resignation or removal.

Based on the votes set forth above, all of the director nominees were duly elected.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019.

Based on the votes set forth above, the selection of Ernst & Young LLP as the Company\’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.

Proposal 3: Advisory vote to approve the compensation of the Company\’s named executive officers.

Based on the votes set forth above, the stockholders approved on an advisory basis the compensation of the Company\’s named executive officers.

Proposal 4: Approval of amendment to the Company\’s certificate of incorporation to declassify board of directors.

Based on the votes set forth above, the stockholders approved an amendment to the Company\’s certificate of incorporation to declassify the Company\’s board of directors.

Proposal 5: Approval of amendments to the Company\’s certificate of incorporation to eliminate certain supermajority voting provisions.

Based on the votes set forth above, the stockholders approved amendments to the Company\’s certificate of incorporation to eliminate certain supermajority voting provisions in order for the stockholders of the company to amend the Company\’s certificate of incorporation or bylaws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Q2 Holdings, Inc. Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit EXHIBIT 3.1FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOF Q2 HOLDINGS,…
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About Q2 HOLDINGS, INC. (NYSE:QTWO)

Q2 Holdings, Inc. is a provider of secure, cloud-based virtual banking solutions. The Company enables regional and community financial institutions (RCFIs) to deliver a range of virtual banking services. The Company delivers virtual banking solutions across online, mobile, voice and tablet channels. The Company’s solutions are the point of interaction between its RCFI customers and their account holders. Its software-as-a-service (SaaS) delivery model is designed to scale with its customers as they add account holders on its solutions. The Company sells subscriptions to its cloud-based solutions through its direct sales organization. Its solutions include Q2online, Q2 Risk & Fraud Analytics, Q2 Treasury, Q2mobility App, Q2mobile Remote Deposit Capture, Q2text, Q2voice, Q2themes and Q2clarity. The Company’s solutions provide both behavioral analytics and policy-based decision prompts to identify suspect transactions and allow RCFI administrators to analyze transaction activity.