QuinStreet (QNST) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 31, 2024, to elect two Class III directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of August 30, 2024, are eligible to vote, with materials primarily distributed electronically to reduce environmental impact.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, and executive compensation approval.

Voting matters and shareholder proposals

• Proposals include electing Andrew Sheehan and Douglas Valenti as Class III directors, ratifying PricewaterhouseCoopers LLP as auditor, and approving 2024 executive compensation.

• Directors are elected by plurality; auditor ratification and say-on-pay require a majority of shares present or represented by proxy.

• No stockholder nominations for directors were received for 2024; procedures for 2025 proposals and nominations are detailed.

Board of directors and corporate governance

• The board consists of nine members, with a majority being independent; the CEO also serves as chairperson.

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

• Board diversity is considered, with three female directors and representation from African American and Asian backgrounds.

• The board held four meetings in fiscal 2024, with all directors attending at least 75% of meetings.