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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 6,
2018
FLUENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37893
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77-0688094
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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33 Whitehall Street,
15th
Floor New York, New
York
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10004
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
646-669-7272
Not Applicable
Former name or former address, if changed since last
report
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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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 5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
described in Item 5.07 below, at the 2018 Annual Meeting of
Stockholders of Fluent, Inc. (the “Company”) held on
June 6, 2018 (the “Annual Meeting”), the
Company’s stockholders approved the Fluent, Inc. 2018 Stock
Incentive Plan (the “Stock Incentive Plan”) pursuant to
which the Company may issue up to ten percent of the
Company’s issued and outstanding shares of common stock, par
value $0.0005 (the “Common Stock”), to “Eligible
Individuals” (as defined in the Stock Incentive Plan),
including the Company’s executive officers and directors. As
of June 6, 2018, the Company had 75,226,291 shares of Common Stock
issued and outstanding allowing for up to 7,522,629 shares of
Common Stock issuable under the Stock Incentive Plan.
For
a description of the terms and conditions of the Stock Incentive
Plan, see “Proposal 3: 2018 Fluent Inc. Stock Incentive
Plan” in the proxy statement for the Company’s Annual
Meeting filed with the Securities and Exchange Commission on April
30, 2018 (the “2018 Proxy”), which description is
incorporated herein by reference. The foregoing description of the
Stock Incentive Plan contained in the 2018 Proxy is qualified in
its entirety by reference to the full text of the Stock Incentive
Plan, as approved by the Company’s stockholders at the Annual
Meeting, a copy of which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by
reference.
Item 5.07.
Submission
of Matters to a Vote of Security Holders.
At
the Annual Meeting, the total number of shares represented in
person or by proxy was 60,581,894 of the 75,218,044 shares of
Common Stock outstanding and entitled to vote at the Annual Meeting
as of the April 23, 2018 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 2019 Annual Meeting of Stockholders or until their successors
are duly elected and qualified:
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Director Nominee
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Peter
Benz
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45,688,532
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555,359
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14,338,003
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Matthew
Conlin
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45,974,112
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269,779
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14,338,003
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Andrew
Frawley
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45,474,602
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769,289
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14,338,003
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Donald
Mathis
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45,694,488
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549,403
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14,338,003
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Ryan
Schulke
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46,142,338
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101,553
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14,338,003
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The ratification of the appointment of Grant Thornton LLP as the
Company’s independent registered public accounting firm for
the year ending December 31, 2018:
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60,184,219
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385,087
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12,588
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The adoption of the Stock Incentive Plan:
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37,213,495
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1,574,300
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7,456,096
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14,338,003
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A non-binding advisory vote to approve the Company’s named
executive officers’ compensation:
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44,908,284
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1,262,755
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72,852
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14,338,003
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Item 9.01. Financial Statements and Exhibits.
(d)
Fluent, Inc. 2018
Stock Incentive Plan.+
+
Management contract or compensatory plan or
arrangement.
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.
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Fluent, Inc.
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June
8, 2018
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By:
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/s/
Ryan
Schulke
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Name:
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Ryan
Schulke
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Title:
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Chief
Executive Officer
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