QuinStreet (QNST) Proxy filing summary

Executive summary

• Annual meeting scheduled for October 29, 2026, to vote on director elections, auditor ratification, executive compensation, and an amendment to the employee stock purchase plan.

• Proxy materials are primarily distributed electronically to reduce environmental impact, with printed copies available upon request.

• Record date for voting is August 31, 2026, with 57,223,392 shares outstanding.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2027.

• Advisory vote on 2026 executive compensation (Say-on-Pay).

• Approval of an amendment to the 2021 Employee Stock Purchase Plan to increase available shares by 2,164,999.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms to promote continuity and stability.

• All directors except the CEO are independent under Nasdaq and SEC rules.

• Board committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Lead independent director role established to enhance board independence.

• Board and committees met regularly in fiscal 2026, with all directors attending at least 75% of meetings.