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 | |
