UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K  

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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 29, 2026

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QUINSTREET, INC.

(Exact name of registrant as specified in its charter)

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950 Tower Lane, 12^th Floor

Foster City, CA 94404

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 578-7700

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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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

At the 2026 Annual Meeting of Stockholders of QuinStreet, Inc. (the “Company”) held on October 29, 2026, the Company’s shareholders voted to approve the QuinStreet, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP Amendment”) to increase the number of shares reserved for issuance thereunder by 2,164,999 shares;

The foregoing description of the 2021 ESPP Amendment is qualified in its entirety by reference to the text of the 2021 ESPP Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting of Stockholders on October 29, 2026. Of the 57,223,392 shares of the Company’s common stock outstanding as of August 31, 2026 (the record date), 53,073,100 shares, or 92.75%, were present or represented by proxy at the meeting. Four proposals were considered at the meeting.

Proposal One. The stockholders elected the Company’s three Class II nominees to the Company’s Board of Directors for a three-year term expiring on the date of the 2029 annual meeting of stockholders or until their respective successors have been duly elected and qualified. The table below presents the results of the election:

Proposal Two. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027. The table below presents the voting results on this proposal:

Proposal Three. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2026 Proxy Statement. The table below presents the voting results on this proposal:

Proposal Four. The stockholders approved the 2021 ESPP Amendment to increase the number of shares available under the plan by 2,164,999 shares. The table below presents the voting results on this proposal:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

+ Indicates management contract or compensatory plan.

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.

ATTACHMENTS / EXHIBITS

EXHIBIT 10.1

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XBRL LABEL FILE

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