false 0001460329 0001460329 2024-06-05 2024-06-05
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K 
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): June 5, 2024
 
 
FLUENT, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
001-37893
  
77-0688094
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
300 Vesey Street, 9th Floor
New York, New York
  
10282
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 669-7272
 
 
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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.0005 par value per share
  
FLNT
  
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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.  ☐
 
 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On June 5, 2024, Fluent, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") virtually. The total number of shares represented in person or by proxy at the Annual Meeting was 8,988,009 of the 13,660,598 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the April 15, 2024 record date. The following matters were voted upon at the Annual Meeting:
 
 
(1)
The election of six directors to serve for a one year term until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
 
Director Nominee
  
For
  
Against
  
Abstain
  
Broker Non-Vote
Ryan Schulke
  
6,473,480
  
120,213
  
2,339
  
2,391,977
Matthew Conlin
  
6,471,105
  
120,132
  
4,795
  
2,391,977
Donald Mathis
  
6,335,569
  
257,927
  
2,536
  
2,391,977
Barbara Shattuck Kohn
  
6,396,033
  
162,880
  
37,119
  
2,391,977
David Graff
  
6,446,728
  
111,346
  
37,958
  
2,391,977
Richard Pfenniger, Jr.
  
6,265,858
  
291,804
  
38,370
  
2,391,977
 
 
(2)
The approval, on an advisory basis, of the 2023 Compensation of the Company's named executive officers (Say-on-Pay):
 
For
  
Against
  
Abstain
  
Broker Non-Vote
6,473,863
  
118,294
  
3,875
  
2,391,977
 
 
(3)
The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
 
For
  
Against
  
Abstain
8,570,797
  
299,781
  
117,431
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
 
Exhibit No.
  
Description
     
104
  
Cover Page Interactive Data File (formatted as Inline XBRL)
 
 
 
 
SIGNATURES
 
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 hereinto duly authorized.
 
 
 
Fluent, Inc.
  
       
June 7, 2024
By:  
/s/ Don Patrick
  
 
Name:  
Don Patrick
  
 
Title:  
Chief Executive Officer 
  
 
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 05, 2024
Document Information [Line Items]  
Entity, Registrant Name FLUENT, INC.
Document, Type 8-K
Document, Period End Date Jun. 05, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-37893
Entity, Tax Identification Number 77-0688094
Entity, Address, Address Line One 300 Vesey Street, 9th Floor
Entity, Address, City or Town New York
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 10282
City Area Code 646
Local Phone Number 669-7272
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FLNT
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001460329
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