{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-017019","form_type":"8-K","ticker":"FLNT","cik":"0001460329","company_name":"Fluent, Inc.","filed_at":"2023-06-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.932544+00:00","generated_at":"2026-06-14T03:43:26.435994+00:00","sec_items":["5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Fluent shareholders re-elect all seven directors and approve say-on-pay at 2023 annual meeting","bullets":["All seven director nominees elected; Richard Pfenniger received 19.3M for and 5.4M against.","Advisory say-on-pay passed with 23.5M votes for, 1.1M against, 0.2M abstentions.","Grant Thornton LLP ratified as independent auditor for FY2023: 37.4M for, 1.2M against.","Total shares voted: 53.5M of 81.0M outstanding (~66% turnout)."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-017019","json":"https://secwatch.observer/filing/0001437749-23-017019.json","markdown":"https://secwatch.observer/filing/0001437749-23-017019.md","text":"https://secwatch.observer/filing/0001437749-23-017019.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1460329/000143774923017019/0001437749-23-017019-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1460329/000143774923017019/flnt20230607_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T03:43:26.435994+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"21decdb26c44c51662bb5a321fbc94c01820711d","claim":"Fluent, Inc. shareholders approved Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-07 meeting.","evidence_excerpt":"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'","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1460329/000143774923017019/0001437749-23-017019-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-07"}],"fact_type":"shareholder_vote"},{"claim_id":"79a496a026c8ac1c7a0ed466748b79081330c49b","claim":"Fluent, Inc. shareholders approved 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 at the 2023-06-07 meeting.","evidence_excerpt":"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'","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1460329/000143774923017019/0001437749-23-017019-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-07"}],"fact_type":"shareholder_vote"},{"claim_id":"8c31d64a8565bde4600393f8a7b6faec510b61c7","claim":"Fluent, Inc. shareholders approved Approval, on an advisory basis, of the 2022 Compensation of the Company's named executive officers at the 2023-06-07 meeting.","evidence_excerpt":"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'","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1460329/000143774923017019/0001437749-23-017019-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-07"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}