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 3, 2020

 

 

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.

 

On June 3, 2020, Fluent, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the total number of shares represented in person or by proxy was 65,932,346 of the 76,230,968 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the April 24, 2020 record date. The following matters were voted upon at the Annual Meeting:

 

The election of five directors to serve for a one year term until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

 

Director Nominee

 

 For   Against   Abstain  

Broker Non-Vote

Ryan Schulke

 

 52,261,508   846,112   10,912  

12,813,814
Matthew Conlin   51,569,247   1,538,623   10,662   12,813,814
Andrew Frawley   45,118,947   7,982,379   17,206   12,813,814
Donald Mathis   44,539,497   8,564,529   14,506   12,813,814

Barbara Shattuck Kohn

 

 52,238,332   868,196   12,004  

12,813,814

 

The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:

 

For   Against   Abstain
65,564,420   320,453   47,473

 

A non-binding advisory vote to approve the Company’s named executive officers’ compensation:

 

For   Against   Abstain   Broker Non-Vote
50,870,793   2,095,363   152,376   12,813,814

 

 
 

 

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 4, 2020

By:  

/s/ Ryan Schulke

 

 

Name:  

Ryan Schulke 

 

 

Title:  

Chief Executive Officer 

 

 

 

 
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