QuinStreet (QNST) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 30, 2025, to elect three Class I directors, ratify the auditor, approve executive compensation, and address other business.

• Shareholders of record as of September 5, 2025, are eligible to vote, with materials primarily distributed electronically to reduce environmental impact.

• The company emphasizes a pay-for-performance philosophy, aligning executive compensation with company performance and shareholder value.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors for three-year terms, ratifying PricewaterhouseCoopers LLP as auditor for FY2026, and a non-binding advisory vote on FY2025 executive compensation.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by May 22, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is classified, promoting continuity and stability, with staggered three-year terms for directors.

• All directors except the CEO are independent; a lead independent director role enhances oversight.

• The board held four meetings in FY2025, with all directors attending at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating/Governance, all chaired by independent directors.

• Director nominations consider diversity, experience, and independence, with stockholder nominations accepted per bylaw procedures.