Fluent (NASDAQ: FLNT) details 2026 annual meeting vote totals

Rhea-AI Filing Summary

Fluent, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held virtually on June 17, 2026. A total of 24,933,091 shares were represented in person or by proxy out of 29,815,712 common shares outstanding and entitled to vote as of the April 23, 2026 record date.

Stockholders cast votes on the election of director nominees and several other proposals. Each director nominee received over 20.9 million votes "for" versus comparatively small "against" and abstention totals, with approximately 3.83 million broker non-votes reported for each director item.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 24,933,091 shares Shares outstanding entitled to vote: 29,815,712 shares Votes for Matthew Conlin: 20,931,274 votes +3 more

6 metrics

Shares represented 24,933,091 shares Represented in person or by proxy at 2026 Annual Meeting

Shares outstanding entitled to vote 29,815,712 shares Common stock outstanding and entitled to vote as of April 23, 2026 record date

Votes for Matthew Conlin 20,931,274 votes Votes cast "for" this director nominee at the 2026 Annual Meeting

Votes against Matthew Conlin 165,863 votes Votes cast "against" this director nominee at the 2026 Annual Meeting

Broker non-votes on director items 3,830,113 shares Broker non-votes reported for each director nominee

Example non-director proposal votes 24,642,074 for; 257,660 against; 33,357 abstain Vote totals shown for one non-director proposal

Key Terms

Annual Meeting of Stockholders, record date, Broker Non-Vote, Emerging growth company, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually"

record date financial

"outstanding and entitled to vote at the Annual Meeting as of the April 23, 2026 record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Broker Non-Vote financial

"Abstain | | Broker Non-Vote Matthew Conlin | | 20,931,274 ... | | 3,830,113"

Emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory

"Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934"

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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 17, 2026

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 17, 2026, Fluent, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually. The total number of shares represented in person or by proxy at the Annual Meeting was 24,933,091 of the 29,815,712 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the April 23, 2026 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 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

Director Nominee		For		Against		Abstain		Broker Non-Vote
Matthew Conlin		20,931,274		165,863		5,841		3,830,113
James P. Geygan		20,983,760		112,050		7,168		3,830,113
David A. Graff		20,983,013		112,798		7,167		3,830,113
Barbara Shattuck Kohn		20,932,208		164,936		5,834		3,830,113
Donald Mathis		20,986,508		110,671		5,799		3,830,113
Richard Pfenniger, Jr.		20,931,540		164,233		7,205		3,830,113
Ryan Schulke		20,980,293		116,885		5,800		3,830,113

(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

(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

(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

(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

(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

(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

(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

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 hereinto duly authorized.

	Fluent, Inc.
June 17, 2026	By:	/s/ Donald Patrick
	Name:	Donald Patrick
	Title:	Chief Executive Officer

FAQ

What did Fluent (FLNT) disclose in its latest 8-K filing?

Fluent disclosed detailed voting results from its 2026 Annual Meeting of Stockholders. The filing reports attendance by share count, the record date, and how many votes were cast for, against, or abstaining on director elections and other proposals, including broker non-votes.

How many Fluent (FLNT) shares were represented at the 2026 annual meeting?

Fluent reported that 24,933,091 shares were represented in person or by proxy. These shares were out of 29,815,712 common shares outstanding and entitled to vote as of the April 23, 2026 record date for the 2026 Annual Meeting of Stockholders.

What was the total number of Fluent (FLNT) shares outstanding and entitled to vote?

The company stated that 29,815,712 shares of common stock were outstanding and entitled to vote. This figure is tied to the April 23, 2026 record date used for determining which stockholders could participate in the 2026 Annual Meeting of Stockholders.

How did Fluent (FLNT) stockholders vote on director nominees in 2026?

For each listed director nominee, stockholders cast more than 20.9 million votes "for" and relatively small numbers "against" or abstaining. Each director item also showed approximately 3,830,113 broker non-votes, indicating shares present but not voting on those specific election proposals.

Where and how was Fluent’s 2026 Annual Meeting of Stockholders held?

The company held its 2026 Annual Meeting of Stockholders virtually on June 17, 2026. Virtual meetings allow stockholders to participate and vote online rather than attending a physical location, while still tracking attendance and voting by the number of shares represented.

Who signed the Fluent (FLNT) 8-K reporting the 2026 annual meeting results?

The report was signed on behalf of Fluent, Inc. by Donald Patrick, the company’s Chief Executive Officer. His signature confirms the company’s authorization of the disclosed annual meeting voting results and related information provided under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB