Current Report Filing (8-k)
October 30 2017 - 3:23PM
Edgar (US Regulatory)
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 25, 2017
Q
UIN
S
TREET
, I
NC
.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34628
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77-0512121
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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950 Tower Lane, 6
th
Floor
Foster City, CA 94404
(Address of principal executive offices and zip code)
Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 2.02. Results of Operations and Financial Condition.
On October 30, 2017, QuinStreet, Inc. (the Company) issued a press release announcing its financial results for its first quarter ended
September 30, 2017. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2017 Annual Meeting of Stockholders on October 25, 2017. Of the 45,743,536 shares of the Companys common stock outstanding
as of September 1, 2017 (the record date), 42,196,010 shares, or 92.24%, were present or represented by proxy at the meeting. Four proposals were considered at the meeting.
Proposal One
. The stockholders elected the Companys three Class II nominees to the Companys 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:
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Name
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For
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Withheld
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Broker Non-Votes
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Robin Josephs
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33,148,656
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4,237,414
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4,809,940
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John G. McDonald
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33,141,886
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4,244,184
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4,809,940
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Gregory Sands
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33,269,090
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4,116,980
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4,809,940
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Proposal Two
. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending June 30, 2018. The table below presents the voting results on this proposal:
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For
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Against
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Abstentions
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42,093,423
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95,807
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6,780
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Proposal Three
. The stockholders approved, on a
non-binding
advisory basis, the
compensation of the Companys named executive officers, as disclosed in the Companys 2017 Proxy Statement. The table below presents the voting results on this proposal:
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For
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Against
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Abstentions
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Broker Non-Votes
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24,053,252
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13,328,818
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4,000
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4,809,940
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Proposal Four
. The stockholders determined, on a
non-binding
advisory basis,
the every 1 Year frequency of future stockholder advisory votes regarding compensation awarded to our named executive officers. The table below presents the voting results on this proposal (and the Company will hold advisory votes on
executive compensation every 1 year):
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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36,424,590
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717
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887,614
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73,149
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4,809,940
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
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Exhibit
Number
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Description
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99.1
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Press release dated October 30, 2017 titled QuinStreet Reports First Quarter Fiscal Year 2018 Financial Results
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The information contained in Items 2.02 and 9.01 (including the exhibit furnished in this report) shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
The information contained in Items 2.02 and 9.01 (including the exhibit furnished in this report) shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
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.
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Q
UIN
S
TREET
, I
NC
.
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Dated: October 30, 2017
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By:
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/s/ Gregory Wong
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Gregory Wong
Chief Financial Officer and Senior Vice President
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