UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices and zip code) |
Registrant’s telephone number, including area code:
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 |
Name of Each Exchange | ||
| (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 | ||||||
Document and Entity Information |
Oct. 25, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | QUINSTREET, INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001117297 |
| Document Type | 8-K |
| Document Period End Date | Oct. 25, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34628 |
| Entity Tax Identification Number | 77-0512121 |
| Entity Address, Address Line One | 950 Tower Lane |
| Entity Address, Address Line Two | 6th 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | QNST |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |