Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



The board of directors of Q2 Holdings, Inc. (the "Company") previously approved,
subject to stockholder approval, the Company's 2023 Equity Incentive Plan, or
2023 Plan. As described in Item 5.07 below, the Company held its 2023 annual
meeting of stockholders on May 31, 2023. At the meeting, the Company's
stockholders approved the 2023 Plan. The effective date of the 2023 Plan is June
1, 2023.

The 2023 Plan is a successor to and continuation of the Company's 2014 Equity
Incentive Plan, or 2014 Plan. As approved, the shares available for issuance
under the 2014 Plan, including shares underlying outstanding awards granted
under the 2014 Plan which are subsequently forfeited, canceled, terminated, paid
in cash, tendered in consideration of tax withholding obligations, or otherwise
returned to the 204 Plan will be rolled into the 2023 Plan. A detailed summary
of the material terms of the 2023 Plan appears on pages 18 - 26 of the Company's
Definitive Proxy Statement on Schedule 14A, which was filed with the Securities
and Exchange Commission on April 21, 2023 (the "Proxy Statement") and is
incorporated herein by reference. The foregoing description of the 2023 Plan and
the summary contained in the Proxy Statement do not purport to be complete and
are qualified in their entirety by reference to the full text of the 2023 Plan,
a copy of which is attached to this report as Exhibit 10.1 and is incorporated
herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.



The Company held its 2023 annual meeting of stockholders on May 31,
2023. Holders of an aggregate of 58,198,202 shares of the Company's common stock
at the close of business on April 10, 2023 were entitled to vote at the meeting,
of which 51,142,710 or 87.87%, of the eligible shares were represented in person
or by proxy. The matters voted upon at the meeting and the results of those
votes are as follows:

Proposal 1: Election of Directors to hold office for one-year terms or until
their respective successors are elected and qualified, or their earlier death,
resignation or removal.


                              For             Withheld          Broker Non-votes
R. Lynn Atchison          45,583,383        2,407,842            3,151,485
Jeffrey T. Diehl          47,107,127          884,098            3,151,485
Matthew P. Flake          47,531,864          459,361            3,151,485
Stephen C. Hooley         46,186,647        1,804,578            3,151,485
James R. Offerdahl        47,439,949          551,276            3,151,485
R. H. Seale, III          45,774,937        2,216,288            3,151,485
Margaret L. Taylor        45,891,907        2,099,318            3,151,485
Lynn Antipas Tyson        46,203,759        1,787,466            3,151,485

Based on the votes set forth above, all of the director nominees were duly elected.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023.




      For             Against         Abstaining
  50,625,764        494,577           22,369

Based on the votes set forth above, the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.

--------------------------------------------------------------------------------

Proposal 3: Approval of 2023 Equity Inventive Plan.




      For               Against           Abstaining        Broker Non-votes
  31,006,036         16,973,978           11,211             3,151,485

Based on the votes set forth above, the stockholders approved the 2023 Equity Incentive Plan.




Proposal 4: Advisory vote to approve the compensation of the Company's named
executive officers.


      For              Against          Abstaining        Broker Non-votes
  44,845,489        3,126,085           19,651             3,151,485

Based on the votes set forth above, the stockholders approved on an advisory basis the compensation of the Company's named executive officers.

Proposal 5: Advisory vote on frequency of future advisory votes approve the compensation of the Company's named executive officers.





     1 Year           2 Year         3 Year         Abstain
  47,848,742         6,350         123,437         12,696

Based on the votes set forth above, the stockholders voted on an advisory basis to hold future advisory votes on the compensation of the Company's named executive officers annually.



The board of directors of the Company has reviewed and considered the results of
the advisory vote on the frequency of holding future advisory votes to approve
the compensation of the Company's named executive officers as well as general
market practices and determined that the Company will conduct future stockholder
advisory votes to approve the compensation of the Company's named executive
officers every year, so that the next such vote will be held at its fiscal year
2024 annual meeting of stockholders. This policy will remain in effect until the
occurrence of the next advisory vote on the frequency of holding future advisory
votes to approve the compensation of the Company's named executive officers or
until the board of directors determines that a different frequency for such
advisory vote is in the best interest of the Company's stockholders.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

      Exhibit No.                                               Description
          10.1                 2023 Equity Incentive Plan
          104                  Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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