Q2 Holdings, Inc. (QTWO)
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AGM 2026

Jun 10, 2026

Summary

The meeting, held virtually for broader access, covered director elections, auditor ratification, and executive compensation. All proposals passed with strong majority votes, and final results will be filed with the SEC.

Matthew Flake
President, CEO, and Chairman of the Board, Q2

Good afternoon, and welcome to Q2 Holdings, Inc's 2026 annual meeting of stockholders. I'd like to call the meeting to order now. I am Matt Flake, President, Chief Executive Officer, and Chairman of the Board of Q2, and I will act as the chair of this meeting. I would like to welcome all of our stockholders attending this meeting. As we have done the past few years, we are conducting this meeting virtually through a live webcast. We believe that the virtual meeting format allows for greater access to the meeting for all of our stockholders. I would like to acknowledge the other members of our board of directors joining the meeting today virtually, Lynn Atchison, Stephen Hooley, Andre Mintz, James Offerdahl, Margaret Taylor, Lynn Tyson.

I would also like to acknowledge other members of management who are joining us today virtually, Jonathan Price, Chief Financial Officer, Kim Rutledge, Chief People Officer, Josh Yankovich, Vice President, Investor Relations and Corporate FP&A, Scott Kerr, Senior Vice President, General Counsel, and Corporate Secretary. We are also joined by Anna Horndahl, who is a representative of Ernst & Young LLP, our independent registered public accounting firm. Scott Kerr will act as secretary of the meeting. The board of directors also has appointed Scott to act as Inspector of Elections. He has previously taken his oath as an Inspector of Elections and is present at the meeting. Scott is also administering the virtual meeting and will moderate any questions you may have.

I have been advised by the Inspector of Elections that there are present by proxy a sufficient number of the voting shares of the company as of the record date to constitute a quorum. Accordingly, this meeting is duly convened for the purpose of conducting the business before it. I will now turn the meeting to Scott Kerr as secretary of this meeting to conduct the business of our 2026 annual meeting of stockholders.

Scott Kerr
Senior VP of General Counsel and Corporate Secretary, Q2

Today's meeting agenda is presented on the meeting webcast page. We will strictly follow the meeting agenda in conducting this meeting. The rules of conduct for the meeting also are available on the meeting webcast page under Meeting Materials. We ask that all stockholders review and abide by these rules when submitting any questions during the meeting. We will now conduct the formal business of the meeting as set forth in the notice of annual meeting, which was mailed to each stockholder of record at the close of business on the record date of April 15th, 2026. Stockholders, as of the record date, were sent the notice of annual meeting and proxy materials on or about April 29th, 2026. The notice of annual meeting stated the date, time, and meeting purpose, along with the web address for participating in today's virtual meeting.

As a result, the meeting is being held pursuant to proper notice. Only stockholders as of the record date are entitled to vote on the proposals before this meeting. At this time, any stockholders that are entitled to vote but have not already voted or submitted a proxy and wish to vote their shares may do so now by clicking on the Vote Here button on your screen. The polls are open now and will close after we finish reviewing the proposals and answering any questions related to the proposals. If you voted your shares before the meeting, your vote has been received by the Inspector of Elections, and you do not need to vote your shares again unless you wish to revoke or change your vote.

Votes cast during the meeting will not be reflected in the preliminary voting results announced during this meeting, but will be reflected in the final voting results that we'll report on a Form 8-K filed with the Securities and Exchange Commission within four days of this meeting. There are three proposals to be considered during this meeting, each of which was described in detail in the proxy statement furnished to stockholders. The first item for business is the election of seven directors to serve until the annual meeting of stockholders in 2027 and until their successors are duly elected and qualified. Our board has nominated the following persons: Lynn Atchison, Matthew Flake, Steven Hooley, Andre Mintz, James Offerdahl, Margaret Taylor, Lynn Tyson. The board has recommended that stockholders vote for each of these nominees.

The second item of business to come before the meeting is ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2026. The board has recommended the stockholders vote for this proposal. The third item of business today is an advisory vote to approve the compensation of our named executive officers. The board of directors has recommended the stockholders vote for this proposal. No other items of business have been brought before the meeting for consideration. The meeting administrator has confirmed that no questions regarding proposals have been submitted. At this point, the polls will close. If you intend to vote at the meeting and have not already done so, please do so now. The polls are now closed. I will now report the preliminary results for the voting.

Proposal one for today's meeting is for the election of seven directors. I am pleased to report that each of the nominees for director has received an affirmative vote of more than 98% of the shares voted. Therefore, each has been elected as a director to serve until the 2027 annual meeting of stockholders and until their successors are elected and qualified. Proposal two for today's meeting is to ratify Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2026. I am pleased to report that proposal two has received an affirmative vote of more than 99% of the shares represented at this meeting. Therefore, proposal two has been approved by a majority of the shares of common stock represented at this meeting. Proposal three for today's meeting is an advisory vote to approve the compensation of our named executive officers.

I am pleased to report that proposal three has received an affirmative vote of more than 97% of the shares represented at this meeting, and therefore, proposal three has been approved by a majority of the shares of common stock represented at this meeting. The final voting results will be reported on a Form 8-K, which we will file with the Securities and Exchange Commission within four business days of this meeting. Matt, I turn the time back to you to conclude our meeting.

Matthew Flake
President, CEO, and Chairman of the Board, Q2

This concludes the formal portion of our 2026 annual meeting of stockholders. The 2026 annual meeting of stockholders is hereby adjourned. Thank you again for attending today's meeting and for your continued support and interest in Q2. Have a great day