QuinStreet holders approve 2.16M-share purchase plan increase

Shares representing 92.75% of QuinStreet's common stock outstanding on the record date were present or represented by proxy at the annual meeting.

Available on EDGAR 11/03/2026 - 04:23 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

QuinStreet, Inc. stockholders approved an amendment to the 2021 Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan by 2,164,999 shares. They elected Class II nominees Asmau Ahmed, Matthew Glickman and Hillary Smith to the board for three-year terms ending at the 2029 annual meeting, or until successors are elected and qualified.

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending June 30, 2027, and approved named executive officer compensation on a non-binding advisory basis. Of 57,223,392 common shares outstanding as of August 31, 2026, 53,073,100 shares, or 92.75%, were present or represented by proxy at the October 29, 2026 meeting.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Increase in shares reserved under the 2021 Employee Stock Purchase Plan: 2,164,999 shares Common shares outstanding: 57,223,392 shares Shares present or represented by proxy: 53,073,100 shares +4 more

7 metrics

Increase in shares reserved under the 2021 Employee Stock Purchase Plan 2,164,999 shares Approved amendment

Common shares outstanding 57,223,392 shares As of August 31, 2026, the record date

Shares present or represented by proxy 53,073,100 shares 2026 annual meeting

Shares represented 92.75% Of common shares outstanding as of August 31, 2026

Votes for ESPP amendment 43,431,639 votes Proposal Four

Votes against ESPP amendment 354,235 votes Proposal Four

Abstentions on ESPP amendment 9,488 votes Proposal Four

Key Terms

2021 Employee Stock Purchase Plan, record date, non-binding advisory basis, Broker Non-Votes

4 terms

2021 Employee Stock Purchase Plan financial

"shares reserved for issuance under the 2021 Employee Stock Purchase Plan"

record date financial

"as of August 31, 2026 (the record date)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Broker Non-Votes regulatory

"9,277,738 Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did QNST shareholders add to the 2021 ESPP reserve?

Shareholders approved increasing the number of shares reserved for issuance under the 2021 Employee Stock Purchase Plan by 2,164,999 shares. The proposal received 43,431,639 votes for, 354,235 against and 9,488 abstentions, with 9,277,738 broker non-votes.

Who was elected to the QNST board at the 2026 annual meeting?

Asmau Ahmed, Matthew Glickman and Hillary Smith, the Class II nominees, were elected to three-year terms ending at the 2029 annual meeting or until their respective successors are elected and qualified.

What other proposals did QNST shareholders approve?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2027. They also approved named executive officer compensation on a non-binding advisory basis.

How many QNST shares were represented at the 2026 annual meeting?

53,073,100 shares, or 92.75% of the 57,223,392 common shares outstanding as of August 31, 2026, were present or represented by proxy at the October 29, 2026 meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 29, 2026

____________________ 

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, 12^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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2026 Annual Meeting of Stockholders of QuinStreet, Inc. (the “Company”) held on October 29, 2026, the Company’s shareholders voted to approve the QuinStreet, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP Amendment”) to increase the number of shares reserved for issuance thereunder by 2,164,999 shares;

The foregoing description of the 2021 ESPP Amendment is qualified in its entirety by reference to the text of the 2021 ESPP Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting of Stockholders on October 29, 2026. Of the 57,223,392 shares of the Company’s common stock outstanding as of August 31, 2026 (the record date), 53,073,100 shares, or 92.75%, 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 II nominees to the Company’s Board of Directors for a three-year term expiring on the date of the 2029 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
Asmau Ahmed			42,523,883		1,271,479		9,277,738
Matthew Glickman			41,209,403		2,585,959		9,277,738
Hillary Smith			41,511,925		2,283,437		9,277,738

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, 2027. The table below presents the voting results on this proposal:

For		Against		Abstentions
51,835,662		1,228,462		8,976

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 2026 Proxy Statement. The table below presents the voting results on this proposal:

For		Against		Abstentions		Broker Non-Votes
42,679,972		1,088,876		26,514		9,277,738

Proposal Four. The stockholders approved the 2021 ESPP Amendment to increase the number of shares available under the plan by 2,164,999 shares. The table below presents the voting results on this proposal:

For		Against		Abstentions		Broker Non-Votes
43,431,639		354,235		9,488		9,277,738

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit Number		Description
10.1+		Amendment No. 1 to the QuinStreet, Inc. 2021 Employee Stock Purchase Plan
104		Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

+ Indicates management contract or compensatory plan.

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 3, 2026	By:		/s/ Martin J. Collins
			Martin J. Collins
			Chief Legal & Privacy Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 5.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB