Q2 Holdings, Inc.
For the period ended Dec 31, 2025. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 29, 2026
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Cover page
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| UNITED STATES | |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 14A | |
| Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934 (Amendment No. ) | |
| Filed by the Registrant x | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
| Q2 Holdings, Inc. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ý | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 29, 2026
Dear Stockholder:
You are cordially invited to attend this year's annual meeting of stockholders of Q2 Holdings, Inc. on June 10, 2026, at 1:00 p.m. Central Time. The annual meeting will be a completely "virtual" meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/QTWO2026 and entering the control number included on your proxy card or in the instructions that accompany your proxy materials.
Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, your vote is very important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
Sincerely yours,
Matthew P. Flake
President, Chief Executive Officer and Chairman of the Board
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| DATE | Wednesday, June 10, 2026, at 1:00 p.m. Central Time |
|---|---|
| VIRTUAL ACCESS | The annual meeting will be a completely "virtual" meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/QTWO2026 and entering the control number included on your proxy card or in the instructions that accompany your proxy materials. |
| PURPOSES | 1. To elect seven directors to hold office for one-year terms or until their respective successors are elected and qualified, or their earlier death, resignation or removal; |
| 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
| 3. To vote on an advisory basis to approve the compensation of our named executive officers, or NEOs; and | |
| 4. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. | |
| RECORD DATE | You can vote if you were a stockholder of record at the close of business on April 15, 2026. Attendance at the meeting is limited to stockholders or their proxy holders and company guests. Only stockholders or their valid proxy holders may address the meeting. |
| VOTING | You may vote your shares by submitting a proxy by Internet, by telephone, or by completing, signing, dating and returning the enclosed proxy card or by voting while attending the annual meeting. To vote virtually during the live webcast of the annual meeting, please follow the instructions for attending and voting at the annual meeting posted at www.virtualshareholdermeeting.com/QTWO2026. You will need the control number included on the enclosed proxy card. All votes must be received by the inspectors of election appointed for the meeting before the polls close at the annual meeting. The proxy card describes your voting options in more detail. If for any reason you desire to revoke your proxy, you can do so at any time before it is voted. |
| MAILING | On or about April 29, 2026, we will mail to our stockholders a copy of this Proxy Statement, a proxy card and our 2025 Annual Report. |
By order of the Board of Directors,
M. Scott Kerr
Senior Vice President, General Counsel & Corporate Secretary
April 29, 2026
Austin, Texas
IMPORTANT: Please vote your shares by submitting a proxy by Internet, by telephone, or by completing, signing, dating and returning the enclosed proxy card. The proxy card describes your voting options in more detail. If you attend the meeting, you may choose to vote at the meeting even if you have previously voted your shares.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026. A complete set of proxy materials relating to our annual meeting, consisting of the Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2025, or Annual Report, is available on the Internet and may be viewed at www.proxyvote.com.
Attending the Meeting
The meeting will be held virtually on Wednesday, June 10, 2026 at 1:00 p.m. Central Time, through a live webcast on the websitewww.virtualshareholdermeeting.com/QTWO2026. You will need to enter the control number included on your proxy card or in the instructions that accompany your proxy materials to enter the virtual meeting.
We believe that hosting a virtual meeting is in the best interest of Q2 and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. We believe a virtual meeting also provides expanded access, improved communication and cost savings for our stockholders while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Holding our meeting virtually also reduces the environmental impact of an in-person meeting, including attendee travel.
Stockholders attending the meeting virtually will be afforded the opportunity to participate in the annual meeting by asking questions via the Internet atwww.virtualshareholdermeeting.com/QTWO2026. Through the online forum, you will be able to submit questions in writing in advance of the day of the annual meeting, vote and obtain copies of the proxy materials. In order to submit questions via the online forum, you will need your control number included on your proxy card or in the instructions that accompany your proxy materials. As part of the annual meeting, we will hold a Q&A session, during which we intend to answer pertinent questions submitted, as time permits.
If during the check-in time or during the annual meeting you have technical difficulties or trouble accessing the virtual meeting website, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page.
Questions
| For Questions Regarding: | Contact: |
|---|---|
| Annual meeting | Q2 Investor RelationsIR@q2.com |
| Stock ownership for registered holders | Equiniti Trust Company, LLC(800) 937-5449 (within the U.S. and Canada)or(718) 921-8124 (worldwide)orhelpast@equiniti.com |
| Stock ownership for beneficial holders | Please contact your broker, bank or other nominee |
| Voting for registered holders | Q2 Investor RelationsIR@q2.com |
| Voting for beneficial holders | Please contact your broker, bank or other nominee |
| Technical support during meeting | Please call the technical support number that will be posted on the annual meeting login page |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.