false 0001117297 0001117297 2024-10-31 2024-10-31 iso4217:USD 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): October 31, 2024

_________________________

 

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, 12th 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 2024 Annual Meeting of Stockholders on October 31, 2024. Of the 56,125,100 shares of the Company’s common stock outstanding as of August 30, 2024 (the record date), 53,365,649 shares, or 95.08%, were present or represented by proxy at the meeting. Three proposals were considered at the meeting.

 

Proposal One. The stockholders elected the Company’s two Class III nominees to the Company’s Board of Directors for a three-year term expiring on the date of the 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified. The table below presents the results of the election:

 

Name

   

For

   

Withheld

   

Broker Non-Votes

Andrew Sheehan    42,305,279   4,785,138   6,275,232
Douglas Valenti   46,443,434   646,983   6,275,232

 

Proposal Two. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. The table below presents the voting results on this proposal:

 

For

   

Against

   

Abstentions
53,001,982   362,349   1,318

 

Proposal Three. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2024 Proxy Statement. The table below presents the voting results on this proposal:

 

For

   

Against

   

Abstentions

   

Broker Non-Votes

46,514,594   573,328   2,495   6,275,232

 

 

 

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: November 1, 2024 By: /s/ Martin J. Collins
    Martin J. Collins
    Chief Legal & Privacy Officer

 

 

 

 

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Cover
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 31, 2024
Entity File Number 001-34628
Entity Registrant Name QuinStreet, Inc.
Entity Central Index Key 0001117297
Entity Tax Identification Number 77-0512121
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 950 Tower Lane
Entity Address, Address Line Two 12th Floor
Entity Address, City or Town Foster City
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94404
City Area Code 650
Local Phone Number 578-7700
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol QNST
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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