Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 6, 2024

Q2 HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36350

20-2706637

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

10355 Pecan Park Boulevard

Austin, Texas 78729

(Address of Principal Executive Offices, and Zip Code)

(833) 444-3469

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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 (see General Instruction A.2. below):


☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	QTWO	New York Stock Exchange

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 May 6, 2024, R.H. Seale, III provided notice to Q2 Holdings, Inc. ("Q2") of his decision not to stand for re-election to the Board of Directors of Q2 (the "Board"). Mr. Seale is our founder, has served on our Board since our inception and currently serves as Executive Chairman of the Board and is a member of the Risk and Compliance Committee. Mr. Seale is expected to continue to serve in his respective roles through the expiration of his current term as a director of Q2 at Q2’s annual meeting of stockholders scheduled for June 11, 2024. Mr. Seale's decision to not stand for re-election was not the result of any disagreement with Q2 on any matter relating to Q2’s operations, policies or practices.

In recognition of his contributions to Q2 the Board has appointed Mr. Seale to the honorary position of Chairman Emeritus of Q2, following his resignation from the Board.

On May 8, 2024, the Board unanimously approved a resolution to reduce the size of the Board effective upon the expiration of Mr. Seale’s term as a director of Q2 to remove the vacancy created as a result of his not standing for re-election.

Item 7.01. Regulation FD Disclosure.

On May 10, 2024, Q2 issued a press release announcing Mr. Seale’s decision not to stand for re-election and appointment as Chairman Emeritus, a copy of which is furnished herewith as Exhibit 99.1.

The information in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated May 10, 2024

104

Cover Page Interactive Data File (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.


			Q2 HOLDINGS, INC.

May 10, 2024			/s/ David J. Mehok David J. Mehok Chief Financial Officer

R.H. Seale to Transition to Chairman Emeritus

Q2 CEO Matt Flake to succeed Seale as chairman of the board

AUSTIN, Texas (May 10, 2024) —Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced that Chairman R.H. “Hank” Seale III will not stand for re-election to Q2’s board of directors at the end of his current term, which expires on June 11, 2024. In recognition of his role as the founder of Q2, the board has appointed Seale as chairman emeritus. Q2’s CEO Matt Flake will succeed Seale as chairman of the board, effective June 11, 2024.

As a successful community banker and entrepreneur, Seale founded Q2 in 2004 and led its early-stage growth as an industry-leading software provider recognized for its innovative financial services solutions and a strong mission-driven culture.

“Two decades ago, we built this company with a mission to help community banks and credit unions thrive,” said Seale. “Our technology is highly differentiated and continues to be a leader—which is why the best banks and credit unions choose to partner with us. Under Matt’s continued leadership, I know Q2 will keep growing and achieve even greater success.”

As CEO, Flake has led Q2 through significant periods of growth, developing award-winning solutions while building on the mission-driven culture that Seale established. He has been instrumental in driving Q2’s success from a startup to a publicly traded company with more than a thousand customers across the globe.

“I’m very honored to have worked closely with Hank to help bring his vision into reality and on behalf of everyone at Q2, I want to express our sincere thanks for his nearly 20 years of remarkable service to this company. I’m also proud of the people who live out our mission every day to build strong and diverse communities by strengthening their financial institutions,” said Flake. “The future is bright for Q2, and we will keep our customers at the forefront as we continue to evolve, change and lead the industry.”

About Q2 Holdings, Inc.

Q2 is a leading provider of digital transformation solutions for financial services, serving banks, credit unions, alternative finance companies, and fintechs in the U.S. and internationally. Q2 enables its financial institutions and fintech customers to provide comprehensive, data-driven digital engagement solutions for consumers, small businesses and corporate clients. Headquartered in Austin, Texas, Q2 has offices worldwide and is publicly traded on the NYSE under the stock symbol QTWO. To learn more, please visit Q2.com. Follow us on LinkedIn and X to stay up to date.


MEDIA CONTACT:						INVESTOR CONTACT:
Jean Kondo						Josh Yankovich
Q2 Holdings, Inc.						Q2 Holdings, Inc.


M: +1-510-823-4728						O: +1-512-682-4463
jean.kondo@Q2.com						josh.yankovich@Q2.com

Cover Page	May 06, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 06, 2024
Entity Registrant Name	Q2 HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36350
Entity Tax Identification Number	20-2706637
Entity Address, Address Line One	10355 Pecan Park Boulevard
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78729
City Area Code	833
Local Phone Number	444-3469
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001410384
Amendment Flag	false