flnt20230607_8k.htm
false 0001460329 0001460329 2023-06-09 2023-06-09
 
 
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 9, 2023
 
 
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.
 
At the Annual Meeting, the total number of shares represented in person or by proxy was 53,458,278 of the 81,036,163 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the May 5, 2023 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 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
 
Director Nominee
 
 For   Against   Abstain  
Broker Non-Vote
Ryan Schulke
 
 23,950,611   655,219   133,352   13,799,935
Matthew Conlin   23,975,253   632,699   131.230   13,799,935
Donald Mathis   23,501,964   1,154,855   82,363   13,799,935
Carla S. Newell   23,478,494   1,156,622   104,066   13,799,935
Barbara Shattuck Kohn
 
 23,461,919   1,174,248   103,015  
13,799,935
David A. Graff   24,028,160   642,550   68,472   13,799,935
Richard C. Pfenniger, Jr. 
 
 19,273,916   5,350,027   115,239  
13,799,935
 
(2) The approval, on an advisory basis, of the 2022 Compensation of the Company's named executive officers (Say-on-Pay):
 
For
Against
Abstain
Broker Non-Vote
23,455,290 1,074,489 209,403 13,799,935
 
(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, 2023:
 
For   Against   Abstain
37,360,451   1,174,770   3,896
 
 
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d)
 
Exhibit No.         Description
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
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 hereunto duly authorized.
 
 
 
 
 
 
Fluent, Inc.
 
 
 
 
 
June 9, 2023
By:  
/s/ Donald Patrick
 
 
Name:  
Donald Patrick
 
 
Title:  
Chief Executive Officer