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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 18, 2025
 
 
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 18, 2025, Fluent, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") virtually. The total number of shares represented in person or by proxy at the Annual Meeting was 13,987,707 of the 20,643,660 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the April 24, 2025 record date. The following matters were voted upon at the Annual Meeting:
 
 
(1)
The election of seven directors to serve for a one year term until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
 
Director Nominee
  
For
  
Against
  
Abstain
  
Broker Non-Vote
Matthew Conlin
  
6,051,573
   115,897   909   3,559,872
James P. Geygan
   6,059,085   108,384  
910
   3,559,872
David A. Graff
   6,056,020   111,450  
909
   3,559,872
Barbara Shattuck Kohn
   5,998,291   169,179  
909
   3,559,872
Donald Mathis
   6,000,914   166,556  
909
   3,559,872
Richard Pfenniger, Jr.
   5,977,632   189,845  
902
   3,559,872
Ryan Schulke   6,059,399   108,070   910   3,559,872
 
 
(2)
The approval, on an advisory basis, of the 2024 Compensation of the Company's named executive officers (Say-on-Pay):
 
For
  
Against
  
Abstain
  
Broker Non-Vote
5,990,687   119,944   57,748   3,559,872
 
 
(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
9,368,031   350,451  
9,769
 
(4)
The approval, or purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(c), pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of November 29, 2024 to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuable upon exercise thereof:
 
For
  
Against
  
Abstain
  
Broker Non-Vote
6,049,521   117,114   1,744   3,559,872
 
(5)
The approval, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(c), pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of March 19, 2025 to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuable upon exercise thereof:
 
For
  
Against
  
Abstain
  
Broker Non-Vote
6,050,654   115,880   1,845   3,559,872
 
(6)
The approval, for the purposes of complying with Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), the convertible subordinated promissory notes issued pursuant to those certain securities purchase agreements dated as of August 19, 2024 to certain of the Company’s directors and/or officers, and in certain cases affiliates of such persons, and a principal stockholder of the Company and the conversion of such notes into shares of the Company’s common stock in excess of the share cap on conversion and any future adjustments of the Conversion Price (as defined in the notes) of such notes:
 
For
  
Against
  
Abstain
  
Broker Non-Vote
6,050,405   116,390   1,584   3,559,872
 
(7)
The approval of an amendment to the Fluent, Inc. 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved thereunder to 3,666,666 shares from 1,666,666 shares:
 
For
  
Against
  
Abstain
  
Broker Non-Vote
5,223,212   944,457   710   3,559,872
 
(8)
The approval of an adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals:
 
For
  
Against
  
Abstain
9,198,133   528,710   1,408
 
 
 
 
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 20, 2025
By:  
/s/ Donald Patrick
  
 
Name:  
Donald Patrick
  
 
Title:  
Chief Executive Officer