--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-26-021019" form_type: "8-K" ticker: "FLNT" cik: "0001460329" company_name: "Fluent, Inc." filed_at: "2026-06-18T00:05:23+00:00" generated_at: "2026-06-18T10:06:04.787618+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Fluent shareholders elect directors, approve equity plan increase and officer warrants at 2026 meeting ## Summary - All seven director nominees elected with over 20.9M votes each; say-on-pay passed with 20.7M for. - Ratification of Grant Thornton as auditor for FY2026 approved (24.6M for). - Pre-funded warrants from May 2025 and August 2025 to certain directors/officers approved (each ~21.0M for). - Amendment for officer exculpation passed; equity plan shares increased from 3.67M to 5.57M, approved with 19.7M for. ## SEC filing metadata - accession: 0001437749-26-021019 - form_type: 8-K - ticker: FLNT - cik: 0001460329 - company_name: Fluent, Inc. - filed_at: 2026-06-18T00:05:23+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/flnt20260612_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-26-021019 - JSON: https://secwatch.observer/filing/0001437749-26-021019.json - Plain text: https://secwatch.observer/filing/0001437749-26-021019.txt ## Key facts - Shareholder Votes Fluent, Inc. shareholders approved The approval, on an advisory basis, of the 2025 Compensation of the Company's named executive officers (Say-on-Pay) at the 2026-06-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-17 source text: (2) The approval, on an advisory basis, of the 2025 Compensation of the Company's named executive officers (Say-on-Pay): For Against Abstain Broker Non-Vote 20,724,713 369,203 9,062 3,830,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved Election of seven directors to serve for a one year term until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified at the 2026-06-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-17 source text: On June 17, 2026, Fluent, Inc. (the " Company ") held its 2026 Annual Meeting of Stockholders (the " Annual Meeting ") virtually. evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved 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 May 15, 2025 to certain of the Company’s directors and/or officers and any shares of the Company’s common stock issuab at the 2026-06-17 meeting. - Outcome: passed - Meeting: 2026-06-17 source text: (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 May 15, 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 20,976,577 120,411 5,990 3,830,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-17 source text: (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, 2026: For Against Abstain 24,642,074 257,660 33,357 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved 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 at the 2026-06-17 meeting. - Outcome: passed - Meeting: 2026-06-17 source text: (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 24,084,952 758,043 90,096 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved The approval of an Amended and Restated Certificate of Incorporation to provide for exculpation of officers as permitted by recent amendments to Delaware law at the 2026-06-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-17 source text: (6) The approval of an Amended and Restated Certificate of Incorporation to provide for exculpation of officers as permitted by recent amendments to Delaware law: For Against Abstain Broker Non-Vote 20,923,709 173,436 5,833 3,830,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved 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 August 19, 2025 to certain of the Company’s directors and/or officers and any shares of the Company’s common stock is at the 2026-06-17 meeting. - Outcome: passed - Meeting: 2026-06-17 source text: (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 August 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 20,976,658 120,326 5,994 3,830,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm - Shareholder Votes Fluent, Inc. shareholders approved 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 5,566,666 shares from 3,666,666 shares at the 2026-06-17 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-17 source text: (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 5,566,666 shares from 3,666,666 shares: For Against Abstain Broker Non-Vote 19,728,486 1,365,509 8,983 3,830,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1460329/000143774926021019/0001437749-26-021019-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.