ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 4, 2020

(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.)

13785 Research Blvd, Suite 150

(Address of Principal Executive Offices, and Zip Code)

Registrant's Telephone Number, Including Area Code

(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 December 9, 2020, the Board of Directors (“Board”) of Q2 Holdings, Inc. (the “Company”) appointed John E. Breeden (age 48), previously the Company’s Executive Vice President, Operations, as the Company’s Chief Operating Officer, effective December 9, 2020. In addition, on December 4, 2020, the Board designated William M. Furrer, previously serving as the Company’s Chief Strategy and Marketing Officer, as the Company’s Chief Strategy Officer, effective December 7, 2020.

Prior to his appointment as Chief Operating Officer, Mr. Breeden served as Executive Vice President, Operations since December 2019. From April 2019 until December 2019, Mr. Breeden served as the Company’s Executive Vice President, Emerging Markets. From February 2013 until April 2019, he served as the Company’s Executive Vice President of Operations, and from November 2011 until February 2013, he served as the Company’s Senior Vice President of Implementations. Prior to joining the Company, Mr. Breeden was Vice President of Corporate Services for Activant Solutions Inc., a provider of business management solutions, from October 2007 until July 2011. Mr. Breeden also served as Activant Solutions' Vice President of Information Technology from June 2005 until October 2007, and its Director of Corporate Planning from October 2002 until June 2005. From January 2002 until October 2002, Mr. Breeden was an enterprise software and process optimization consultant for The North Highland Company, a consulting firm. From January 2001 until January 2002, Mr. Breeden held the position of Product Manager for Claria Corporation, an advertising software company. Mr. Breeden holds a B.B.A. in Finance from The University of Texas at Austin.

In connection with his appointment as Chief Operating Officer, on December 9, 2020, the Compensation Committee of the Board approved an increase in Mr. Breeden’s annual base salary to $400,000 and an increase in his target annual bonus opportunity to 75% of his base salary, both effective January 1, 2021. No other changes were made to Mr. Breeden’s compensation or the Employment Agreement dated February 20, 2014, by and between the Company and Mr. Breeden, a copy of which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed by the Company with the U.S. Securities and Exchange Commission on February 21, 2020 and incorporated herein by reference. Mr. Breeden has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

December 10, 2020			/s/ David J. Mehok David J. Mehok Chief Financial Officer