Fluent, Inc.
For the period ended Jun 18, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
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300 Vesey Street, 9th Floor
New York, New York 10282
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 18, 2025
To our Stockholders:
The Annual Meeting (the “Meeting” or “Annual Meeting”) of Stockholders of Fluent, Inc. (“Fluent” or the “Company”) will be held on Wednesday, June 18, 2025, at 11:00 a.m. Eastern Time.The Annual Meeting will be completely virtual. You may attend the Meeting, submit questions, and vote your shares electronically during the Meeting via live webcast by visitingwww.virtualshareholdermeeting.com/FLNT2025.
At the Meeting you will be asked to consider and to vote on the following proposals:
| (1) | Elect seven directors ("Proposal 1"); |
| (2) | Approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers (Say-on-Pay) ("Proposal 2"); |
| (3) | Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (auditor ratification) ("Proposal 3"); |
| (4) | Approve, for the purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(c), pre-funded warrants (the “November Pre-Funded Warrants”) issued pursuant to those certain securities purchase agreements dated as of November 29, 2024 (the “November Purchase Agreements”) to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuable upon exercise thereof (“Proposal 4”); |
| (5) | Approve, for the purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(c), pre-funded warrants (the “March Pre-Funded Warrants”) issued pursuant to those certain securities purchase agreements dated as of March 19, 2025 (the “March Purchase Agreements” and together with the November Purchase Agreements, the “Purchase Agreements”) to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuable upon exercise thereof (“Proposal 5”); |
| (6) | Approve, for the purposes of complying with Nasdaq Listing Rules 5635(b), 5635(c) and 5635(d), convertible subordinated promissory notes (the "Convertible Notes") issued pursuant to those certain securities purchase agreements dated as of August 19, 2024 (the “August Purchase Agreements”) 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 herein) of such notes (“Proposal 6”); |
| (7) | Approve an amendment to the Fluent, Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved thereunder to 3,666,666 shares from 1,666,666 shares (the “Plan Amendment”) ("Proposal 7"); |
| (8) | Approve the 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 (the “Adjournment Proposal”); and |
| (9) | Transact such other business as may properly come before the Meeting or any adjournment or postponement of the Meeting. |
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES AND “FOR” EACH OF THE OTHER PROPOSALS.
The record date for the Meeting is April 24, 2025. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Meeting, or any adjournment or postponement thereof.
Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 25, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on our books at the close of business on April 24, 2025, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.
If you are a stockholder of record, you may vote in one of the following ways:
| ● | Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website); |
| ● | Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; |
| ● | Vote by phone by calling 1-800-690-6903; or |
| ● | Vote online at the Annual Meeting at www.virtualshareholdermeeting.com/FLNT2025. |
If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
The Annual Meeting will be a virtual meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting Vote online at the Annual Meeting atwww.virtualshareholdermeeting.com/FLNT2025 and entering your 16-digit control number (included on the Notice mailed to you).
You are cordially invited to participate in the Annual Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the Meeting.** Whether or not you expect to attend the Annual Meeting, we urge you to take the time to vote your shares as promptly as possible to ensure your shares will be represented at the Meeting.**
| New York, New York April 25, 2025 | By order of the Board of Directors, /s/ Donald Mathis Donald Mathis Chairman of the Board |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.