Fluent, Inc. 8-K

What Happened

• Fluent, Inc. held its 2026 Annual Meeting of Stockholders virtually on June 17, 2026 and filed the voting results on Form 8‑K. A total of 24,933,091 shares were represented (in person or by proxy) of 29,815,712 outstanding shares as of the April 23, 2026 record date.
• All seven director nominees were elected to one-year terms. Vote totals (For / Against / Abstain; broker non-votes = 3,830,113 for director-related proposals):
  • Matthew Conlin: 20,931,274 / 165,863 / 5,841
  • James P. Geygan: 20,983,760 / 112,050 / 7,168
  • David A. Graff: 20,983,013 / 112,798 / 7,167
  • Barbara Shattuck Kohn: 20,932,208 / 164,936 / 5,834
  • Donald Mathis: 20,986,508 / 110,671 / 5,799
  • Richard Pfenniger, Jr.: 20,931,540 / 164,233 / 7,205
  • Ryan Schulke: 20,980,293 / 116,885 / 5,800
• Other shareholder votes approved (select results):
  • Advisory “Say-on-Pay” for 2025 named executive officer compensation: 20,724,713 For / 369,203 Against / 9,062 Abstain (broker non-votes 3,830,113).
  • Ratification of Grant Thornton LLP as independent registered public accounting firm for 2026: 24,642,074 For / 257,660 Against / 33,357 Abstain.
  • Approval of pre-funded warrants related to securities purchase agreements dated May 15, 2025 and August 19, 2025 (to certain directors/officers): ~20.98M For / ~120K Against (each).
  • Approval of an Amended and Restated Certificate of Incorporation to provide for officer exculpation: 20,923,709 For / 173,436 Against / 5,833 Abstain.
  • Approval to amend the Fluent, Inc. 2022 Omnibus Equity Incentive Plan to increase reserved shares from 3,666,666 to 5,566,666: 19,728,486 For / 1,365,509 Against / 8,983 Abstain.
  • Vote to permit adjournment if needed to solicit additional proxies: 24,084,952 For / 758,043 Against / 90,096 Abstain.

Key Details

• Shares represented at the meeting: 24,933,091 of 29,815,712 outstanding as of April 23, 2026.
• All seven director nominees re-elected; broker non-votes = 3,830,113 on director and other non-routine items.
• Equity plan increase approved: shares reserved raised to 5,566,666 from 3,666,666.
• Grant Thornton LLP ratified as the company’s independent auditor for the year ending Dec 31, 2026 (24,642,074 For).

Why It Matters

• Board continuity: re-election of all seven directors preserves the current board composition and governance continuity for the coming year.
• Corporate governance and oversight: ratification of the independent auditor confirms the firm that will audit the company’s 2026 financials; the advisory Say-on-Pay vote indicates shareholder support for 2025 executive compensation.
• Equity and capitalization impact: approval to increase the omnibus equity plan expands the pool of shares available for grants (from 3.67M to 5.57M), which enables future equity-based compensation but may also increase share dilution when awards are issued.
• Compliance and structure changes: shareholder approval of pre-funded warrants and the amended certificate (officer exculpation) aligns the company with Nasdaq rules and recent Delaware law changes, respectively.