Quinstreet Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect Asmau Ahmed, Matthew Glickman, and Hillary Smith as Class II directors for three-year terms expiring at the 2029 annual meeting or until successors are elected and qualified.

2. 2

   Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as QuinStreet’s independent registered public accounting firm for fiscal year 2027.

3. 3

   Approval of Fiscal Year 2026 Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid and awarded to QuinStreet’s Named Executive Officers for fiscal year 2026, including the compensation philosophy, policies, practices, and disclosures described in the proxy statement.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid, awarded, and earned by QuinStreet’s Named Executive Officers for fiscal year 2026. The vote covers the overall executive compensation program rather than any specific executive or compensation element. The proposal is intended to provide the Board and Compensation Committee with information about stockholder sentiment that may inform compensation decisions for the remainder of fiscal year 2027 and later periods. The advisory vote does not legally bind the Company, the Compensation Committee, or the Board. QuinStreet’s program emphasizes pay for performance, with annual bonus opportunities and equity awards tied to Company performance and stock-price value. For fiscal year 2026, Adjusted EBITDA was used for PSU performance and annual bonus measurement, and the Company reported Adjusted EBITDA of $112.5 million, resulting in full achievement of the fiscal-year PSU metric. Although bonuses were not paid in cash, the Company granted one-year RSUs in lieu of cash bonus payments to the Named Executive Officers other than the CEO’s zero bonus recommendation, while the Committee also approved a one-year RSU grant for the CEO based on deemed 35% achievement. The program also includes four-year service-vesting RSUs, double-trigger change-in-control protections, clawback policies, ownership guidelines, and anti-hedging and anti-pledging restrictions. The Board recommends a FOR vote because it believes the program is appropriately designed and aligns executive interests with long-term stockholder interests.

4. 4

   Approval of Amendment No. 1 to the QuinStreet, Inc. 2021 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve an amendment to increase by 2,164,999 the number of common shares available for issuance under the 2021 Employee Stock Purchase Plan, resulting in a maximum reserve of 3,049,250 shares under the plan as described in the proposal.

   More detail

   Proposal 4 asks stockholders to approve Amendment No. 1 to the 2021 Employee Stock Purchase Plan. The amendment increases the number of shares available for issuance by 2,164,999 shares. The proxy states that 884,251 shares remained available as of August 15, 2026, and describes the proposed increase as necessary to continue the program for approximately three years. The amendment would allow eligible employees to purchase Company stock through payroll deductions or other permitted contributions, generally at 85% of the lower of the offering-period or purchase-date market value. Management argues that the ESPP supports recruitment, retention, employee motivation, and alignment of employee interests with stockholders. The plan includes both a Section 423 component for eligible U.S. employees and a non-423 component for certain foreign employees. Participation is voluntary, and the Company states that future benefits to particular employees cannot be determined because employees choose whether and how much to participate. The proposed reserve represents approximately 1.55% of outstanding shares based on the share count cited in the filing, although the appendix’s amended Section 14(a) text states a maximum plan availability of 4,329,998 shares, creating an apparent inconsistency with the narrative figure of 3,049,250 shares. The Board recommends a FOR vote because failure to approve would limit employee participation and potentially weaken the Company’s ability to attract, motivate, and retain talent.

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When is the Quinstreet Inc 2026 annual meeting?

Quinstreet Inc (QNST) holds its 2026 annual shareholder meeting on Thursday, October 29, 2026.

What is the record date for the Quinstreet Inc 2026 meeting?

The record date for the Quinstreet Inc 2026 meeting is Monday, August 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Quinstreet Inc's 2026 meeting?

The board is presenting 3 director nominees at the Quinstreet Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Quinstreet Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Quinstreet Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.