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

(b)

On May 24, 2022, John Thimsen notified Qualtrics International Inc. (the "Company") of his intention to retire from his position as Chief Technology Officer of the Company, effective July 15, 2022, so that he can spend more time with his family and work on personal projects. Thereafter, Mr. Thimsen will remain with the Company as an advisor to the Chief Executive Officer and executive team, working on special projects and the transition. The Company expects that Mr. Thimsen's other duties and responsibilities will be assumed by existing senior leaders within the engineering organization. The Company and executive team are grateful for Mr. Thimsen's 7.5 years of service, during which he contributed to the Company's growth and customer success.

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

On May 25, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The Company's stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2022 (the "Proxy Statement"). Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on March 28, 2022 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock (the "common stock") voted as a single class on all matters. Present at the Annual Meeting, virtually or by proxy, were holders of 540,287,450 shares of common stock, together representing a total of 4,348,822,940 votes, or a majority in voting power of the outstanding shares entitled to vote generally at a meeting of stockholders, and constituting a quorum under the Company's bylaws. The final results with respect to each such proposal are set forth below.

Proposal 1 - Election of Directors.

The stockholders elected the eleven persons named below as directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The results of such vote were:



Nominee                  Votes For      Votes Against    Abstentions     Broker Non-Votes
Ritu Bhargava          4,312,127,763     31,105,572         42,834          5,546,771
Egon Durban            4,276,499,720     66,731,267         45,182          5,546,771
Sindhu Gangadharan     4,280,506,651     62,723,385         46,133          5,546,771
Omar Johnson           4,342,825,277       377,527          73,365          5,546,771
Christian Klein        4,280,017,132     63,216,672         42,365          5,546,771
Luka Mucic             4,290,745,211     52,473,036         57,922          5,546,771
Donald Paoni           4,311,926,110     31,278,942         71,117          5,546,771
Scott Russell          4,280,662,922     62,543,846         69,401          5,546,771
Zig Serafin            4,294,350,070     48,894,318         31,781          5,546,771
Ryan Smith             4,290,764,601     52,459,833         51,735          5,546,771
Kelly Steckelberg      4,313,430,225     29,780,078         65,866          5,546,771

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of such vote were:



              Votes For      Votes Against    Abstentions     Broker Non-Votes
            4,348,703,366       81,869           37,705              0

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Proposal 3 - Approval, on a Non-binding, Advisory Basis, of the Compensation of the Company's Named Executive Officers.

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement. The results of such vote were:



              Votes For      Votes Against    Abstentions     Broker Non-Votes
            4,283,234,840     59,650,351        390,978          5,546,771

Proposal 4 - Non-binding, Advisory Vote on the Frequency of Future Non-binding, Advisory Votes on the Compensation of the Company's Named Executive Officers.

The stockholders approved, on a non-binding, advisory basis, a frequency option of every three years as the preferred frequency for future non-binding, advisory votes on the compensation of the Company's named executive officers. The results of such vote were:



           One Year    Two Years    Three Years    Abstentions     Broker Non-Votes
          70,785,754    71,367     4,272,058,175     360,873          5,546,771

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number                 Description
104                            Cover Page Interactive Date File (embedded within the Inline XBRL
                               document)

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