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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, 2022

 

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 2022 Annual Meeting of Stockholders on October 31, 2022. Of the 53,548,560 shares of the Company’s common stock outstanding as of September 9, 2022 (the record date), 50,318,817 shares, or 93.97%, 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 I 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
Stuart M. Huizinga    43,934,419   303,415   6,080,983
David Pauldine    42,439,112   1,798,722   6,080,983
James Simons    41,281,863   2,955,971   6,080,983

 

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, 2023. The table below presents the voting results on this proposal:

 

         
For   Against   Abstentions
47,201,556   3,110,025   7,236

 

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 2022 Proxy Statement. The table below presents the voting results on this proposal:

 

             
For   Against   Abstentions   Broker Non-Votes
42,096,143   2,139,517   2,174   6,080,983

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibit

 

Exhibit

Number

  Description
     
104   Cover Page Interactive Data File  (embedded within the Inline XBRL document)

 

 

 

 

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, 2022 By: /s/ Gregory Wong
    Gregory Wong
    Chief Financial Officer