Current Report Filing (8-k)
31 July 2020 - 8:11PM
Edgar (US Regulatory)
0001117297
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0001117297
2020-07-29
2020-07-29
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xbrli:shares
iso4217:USD
xbrli:shares
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): July 29, 2020
QUINSTREET,
INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-34628
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77-0512121
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(State or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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QNST
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2020 the board of directors
(the “Board”) of QuinStreet, Inc. (the “Company”) appointed Anna Fieler to serve as a Class III director
to hold office until the Company’s 2021 annual meeting of stockholders, or until her earlier resignation or removal. Ms.
Fieler was also appointed to serve on the Audit Committee of the Board, effective October 29, 2020. As compensation for her service
on the Board, Ms. Fieler will receive the Company’s standard compensation for non-employee directors disclosed in the Company’s
proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 4, 2019. Ms. Fieler has entered into
the Company’s standard indemnification agreement for non-employee directors.
Ms. Fieler
has served as a member of the board of directors of Shake Shack Inc. (NYSE: SHAK) since December 2017, where she serves as a member
of the compensation committee and has earned the CERT Certificate in Cybersecurity Oversight for public company board directors.
Ms Fieler served as Chief Marketing Officer of PopSugar Inc., a leading digital lifestyle media company, from 2014 to 2018. Prior
to PopSugar, Ms. Fieler served as the Chief Marketing Officer of Stella & Dot LLC, an online social selling company, from 2011
to 2012. Prior to Stella & Dot, Ms. Fieler served as Vice President of Marketing for Tiny Prints, Inc., a digital commerce
platform for invitations and greeting cards that was acquired by Shutterfly, Inc. in March 2011, from 2009 to 2011. Ms. Fieler
also served in various leadership roles at eBay Inc. from 2001 to 2007. Ms. Fieler began her career in traditional advertising
at Ogilvy & Mather. Ms. Fieler holds an MBA from Harvard Business School and graduated magna cum laude from Brown University.
She has been appointed by the President of Brown University to serve on its Women’s Leadership Council.
The Board has determined that Ms. Fieler
is qualified to serve as a member of the Board because of her public board experience, executive experience and knowledge in digital
marketing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
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No.
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Description
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104
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Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
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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.
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QUINSTREET, INC.
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Dated: July 30, 2020
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By:
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/s/ Martin J. Collins
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Martin J. Collins
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Chief Legal & Privacy Officer
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