8-K
QUINSTREET, INC (QNST)
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 29, 2020
QUINSTREET, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34628 | 77-0512121 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
950 Tower Lane, 6^th^ 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<br> <br>Symbol | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 per share | QNST | The Nasdaq Stock Market LLC<br> <br>(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 2020 Annual Meeting of Stockholders on October 29, 2020. Of the 52,666,943 shares of the Company’s common stock outstanding as of September 1, 2020 (the record date), 44,941,392 shares, or 85.33%, 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 II 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 |
|---|---|---|---|
| Matthew Glickman | 40,448,052 | 490,478 | 4,002,862 |
| Robin Josephs | 38,303,011 | 2,635,519 | 4,002,862 |
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, 2021. The table below presents the voting results on this proposal:
| For | Against | Abstentions |
|---|---|---|
| 44,320,842 | 601,406 | 19,144 |
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 2020 Proxy Statement. The table below presents the voting results on this proposal:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 40,542,887 | 367,128 | 28,515 | 4,002,862 |
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 30, 2020 | By: | /s/ Martin J. Collins |
| Martin J. Collins | ||
| Chief Legal and Privacy Officer |