Independent
Tenure on this board
9.3 yrs
Also a director at
Bumble Inc (BMBL)Einride AB (ENRD)
Meeting calendar
QTWO · Annual meeting · Wednesday, June 10, 2026
Q2 Holdings Inc
7 nominees · 3 ballot items.
Elect seven directors; ratify Ernst & Young LLP as independent registered public accounting firm for 2026; advisory (non-binding) vote to approve the compensation of the named executive officers (Say-on-Pay).
Market cap
$3.4B
1Y TSR
-45.8%
Board grade
C-
Record date
Apr 15, 2026
Filing
DEF 14A
Meeting concluded · Jun 10, 2026
Follow how the vote landed and what changed on Q2 Holdings Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect seven directors to hold office for one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
- 2
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as Q2's independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 3
Advisory Vote to Approve the Compensation of our Named Executive Officers
ManagementBoard: FORNon-binding, advisory (Say-on-Pay) vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
More detail
This is a non-binding, advisory 'Say-on-Pay' proposal asking stockholders to approve the overall compensation program for Q2's named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm its pay-for-performance approach—where a substantial portion of NEO compensation is at risk and tied to short-term (bookings and adjusted EBITDA) and long-term (PSUs linked to adjusted EBITDA margin and relative TSR, and time-based RSUs) performance metrics—to demonstrate alignment with stockholder interests and to validate the compensation committee’s design choices. The proposal is advisory only and will not be binding on the board, but the compensation committee will consider the outcome when setting future compensation. The proxy statement emphasizes multi-year performance measures, clawback provisions, stock ownership guidelines, and a mix of cash and equity incentives to balance retention and performance. The filing highlights that the company’s 2025 programs delivered strong payouts tied to performance (e.g., formulaic cash bonuses and PSU structures) and notes prior stockholder support for pay practices. Management frames the program as reasonable and competitive, designed to attract and retain executives while aligning incentives with profitable growth and shareholder value creation. The board unanimously recommends a 'FOR' vote, stating that the program is effective and aligned with long-term stockholder interests, and commits to considering stockholder feedback from the advisory vote in future compensation decisions.
Director elections
Nominees on the ballot7
Not independent
Tenure on this board
12.8 yrs
Independent
Tenure on this board
6.0 yrs
Also a director at
Brighthouse Financial Inc (BHF)Renaissancere Holdings Ltd (RNR)
Independent
Tenure on this board
1.4 yrs
Independent
Tenure on this board
15.6 yrs
Also a director at
Cs Disco Inc (LAW)
Independent
Tenure on this board
6.1 yrs
Independent
Tenure on this board
5.2 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.2% | 7,038,167 | $333M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.8% | 4,858,839 | $230M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,700,262 | $128M |
| 4 | STATE STREET CORP | 4.0% | 2,495,836 | $118M |
| 5 | BlackRock, Inc. | 3.1% | 1,969,408 | $93M |
| 6 | Conestoga Capital Advisors, LLC | 2.8% | 1,782,715 | $84M |
| 7 | TREMBLANT CAPITAL GROUP | 2.7% | 1,702,976 | $81M |
| 8 | Capital Research Global Investors | 2.6% | 1,620,408 | $77M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,267,432 | $60M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.0% | 1,230,840 | $58M |
Peers
Nearest market capOther Technology sector meetings6
Upcoming shareholder meetings at Q2 Holdings Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Agilysys IncAGYS
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Kyndryl Holdings IncKD
Annual meeting·Jul 30, 2026·$2.7B
Liveramp Holdings IncRAMP
Special meeting·Aug 17, 2026·$2.3B
Global Business Travel Group IncGBTG
Special meeting·Aug 3, 2026·$4.9B
Dxc Technology CoDXC
Annual meeting·Jul 21, 2026·$1.5B
Pagaya Technologies LtdPGY
Annual meeting·Aug 17, 2026·$1.4B
Reference
Frequently asked questions
- When is the Q2 Holdings Inc 2026 annual meeting?
- Q2 Holdings Inc (QTWO) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.
- What is the record date for the Q2 Holdings Inc 2026 meeting?
- The record date for the Q2 Holdings Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Q2 Holdings Inc's 2026 meeting?
- The board is presenting 7 director nominees at the Q2 Holdings Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Q2 Holdings Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Q2 Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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