8-K
QUINSTREET, INC false 0001117297 0001117297 2021-10-25 2021-10-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2021

 

 

QUINSTREET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34628   77-0512121
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

950 Tower Lane, 6th Floor
Foster City, CA 94404
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 578-7700

 

 

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:

 

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange
on Which Registered

Common Stock, par value $0.001 per share   QNST  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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

QuinStreet, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on October 25, 2021. Of the 54,124,984 shares of the Company’s common stock outstanding as of September 1, 2021 (the record date), 49,698,923 shares, or 91.82%, were present or represented by proxy at the meeting. Four proposals were considered at the meeting.

Proposal One. The stockholders elected the Company’s three Class III nominees to the Company’s Board of Directors to each serve for a three-year term, each until his or her successor is duly elected and qualified. The table below presents the results of the election:

 

Name

   For    Withheld    Broker Non-Votes

Anna Fieler

   44,679,943    96,034    4,922,946

Andrew Sheehan

   43,646,063    1,129,914    4,922,946

Douglas Valenti

   42,889,543    1,886,434    4,922,946

Proposal Two. The stockholders approved the Company’s employee stock purchase plan, as set forth in the Company’s 2021 Proxy Statement. The table below presents the voting results on this proposal:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

44,688,562

  86,836   579   4,922,946

Proposal Three. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. The table below presents the voting results on this proposal:

 

For

 

Against

 

Abstentions

47,134,341   2,558,190   6,392

Proposal Four. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2021 Proxy Statement. The table below presents the voting results on this proposal:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

42,913,725

  1,831,151   31,101   4,922,946


SIGNATURE

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.

 

    QUINSTREET, INC.
Dated: October 26, 2021     By:  

/s/ Martin J. Collins

      Martin J. Collins
      Chief Legal & Privacy Officer