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


 On June 3, 2021, Quotient Technology Inc. (the "Company") held its 2021 Annual
Meeting of Stockholders (the "Annual Meeting"). As of the close of business on
April 13, 2021, the record date for the Annual Meeting, 93,359,430 shares of
common stock of the Company were outstanding and entitled to vote at the Annual
Meeting. At the Annual Meeting, 79,134,875, or approximately 85% of the
outstanding common shares entitled to vote, were represented in person or by
proxy and, therefore, a quorum was present:
1.To elect our Board of Directors' two nominees for Class I directors to serve
until the 2024 annual meeting of stockholders and until their successors are
duly elected and qualified, subject to earlier resignation or removal;
2.To approve, on an advisory basis, the compensation of our named executive
officers, as disclosed in our proxy statement in accordance with Securities and
Exchange Commission ("SEC") rules;
3.To ratify the selection by the Audit Committee of our Board of Directors of
Ernst & Young LLP as our independent registered public accounting firm for the
Company's fiscal year ending December 31, 2021.
For more information about the foregoing proposals, see the Company's definitive
proxy statement filed with the Securities and Exchange April 22, 2021.

The results of the voting at the Annual Meeting are as follows: 1. Election of two Class I Directors


     Nominee       Votes For    Votes Withheld     Broker Non-votes
Steve Horowitz     62,903,523      5,577,428          10,653,924
Christy Wyatt      55,220,822     13,260,129          10,653,924

Each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal. 2. Advisory Vote on Executive Compensation

Votes For Votes Against Abstentions Broker Non-votes

65,594,237 2,628,256 258,458 10,653,924

Stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement in accordance with SEC rules.

3. Ratification of Selection of Independent Registered Public Accounting Firm

Votes For Votes Against Abstentions Broker Non-votes


 78,863,526       265,020          6,329               0

The stockholders ratified the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

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