Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On June 22, 2020, Michael J. Maples, Sr. provided notice to Q2 Holdings, Inc. (the "Company") of his resignation as a member of the Board of Directors of the Company (the "Board"), and from his service on the Board's compensation and risk and compliance committees, in each case effective immediately. Mr. Maples' decision to resign was not the result of any disagreement with the Company.
(d)
On June 22, 2020, the Board appointed Margaret L. Taylor as a director to fill the vacancy created by Mr. Maples' resignation from the Board. Ms. Taylor's initial term as a director will expire at the Company's 2021 annual meeting of stockholders, or until her successor is elected and qualified or until her earlier resignation or removal.
On June 22, 2020 the Board also appointed Ms. Taylor to serve as a member of the Board's compensation committee and as chairperson of the Board's nominating and corporate governance committee. The Board determined that Ms. Taylor is independent in accordance with the applicable rules of the New York Stock Exchange. Ms. Taylor was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and Ms. Taylor has no direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Taylor will participate in the Company's director compensation plan for non-employee directors, as described under the heading "Compensation of Directors" in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2020, with compensation for her initial term pro-rated for her partial year of service.
Ms. Taylor currently serves as a director of Rimini Street, Inc. (Nasdaq: RMNI), a provider of enterprise software products and services. Since January 2005, Ms. Taylor has served as a private investor/advisor. Previously, Ms. Taylor served as President of PeopleSoft Investments, Inc., an investment management and advisory services company and subsidiary of PeopleSoft, Inc., an enterprise software company (acquired by Oracle Corporation), from January 2000 until her retirement in January 2005, and as Senior Vice President of Corporate Operations of PeopleSoft, Inc. from January 1989 to December 1999. From January 2000 to December 2003, Ms. Taylor served as President of Nevada Pacific Development Corp., a consulting services firm. From December 1999 to December 2000, Ms. Taylor served as Chief Executive Officer of Venture Builders, LLC, a consulting company for start-up businesses. From May 1986 to October 1988, Ms. Taylor served as a Vice President of Trust and Investment Management at Hibernia Bank, a financial institution. From January 1983 to October 1985, Ms. Taylor served as Vice President of Organization, Planning, and Development at Bank of California, a financial institution. Ms. Taylor has also served on the Board of Directors of numerous publicly traded corporations, including Fair Isaac Corporation, a decision analytics company, from December 1999 to February 2012. In addition, Ms. Taylor has served and continues to serve as a member of the Board of Directors of various private companies. Ms. Taylor holds a B.A. in Communications and Psychology from Lone Mountain College of California. Ms. Taylor has also completed the Corporate Governance Program at Stanford Business School and the Compensation Committees Program at Harvard Business School.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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