Fluent (FLNT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2025, to be held virtually, with record date set as April 24, 2025.

• Stockholders will vote on eight key proposals, including director elections, executive compensation, auditor ratification, securities issuances, and an equity plan amendment.

• Board unanimously recommends voting in favor of all proposals and director nominees.

• Proxy materials are provided electronically to reduce costs and environmental impact, with options for printed copies upon request.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, advisory vote on executive compensation (Say-on-Pay), ratification of Grant Thornton LLP as auditor, approval of November and March pre-funded warrants, approval of convertible notes, amendment to the 2022 Omnibus Equity Incentive Plan, and adjournment proposal.

• Board recommends voting “FOR” all proposals.

• Stockholders may submit additional proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Seven director nominees, all current directors, with diverse backgrounds in digital marketing, finance, technology, and governance.

• Board skills matrix highlights expertise in digital marketing, e-commerce, senior management, finance, legal, governance, and technology.

• Majority of directors are independent per Nasdaq standards; committees include Audit, Compensation, and Corporate Governance and Nominating.

• Board leadership structure separates CEO and Chairman roles, with an independent Lead Director.

• Code of Business Conduct and Ethics and Clawback Policy are in place.