Fluent (FLNT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2025, to be held virtually, with stockholders able to vote and submit questions online.

• Stockholders will vote on the election of seven directors, executive compensation, auditor ratification, approval of pre-funded warrants and convertible notes, amendment to the equity incentive plan, and potential adjournment.

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

• Proxy materials are provided primarily online to reduce costs and environmental impact, with options for printed or electronic delivery 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 if needed.

• Board recommends voting “FOR” all proposals; directors and officers have interests in several proposals, especially those involving compensation and equity awards.

• Voting can be done online, by phone, by mail, or during the virtual meeting; beneficial owners must follow broker instructions.

• Proposals related to warrants and notes require stockholder approval to comply with Nasdaq rules and avoid limitations on exercise or conversion.

Board of directors and corporate governance

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

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

• Majority of board members are independent; all audit committee members meet additional independence criteria.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and an ad-hoc Risk and Compliance Committee.

• Board leadership structure separates CEO and Lead Independent Director roles to enhance oversight and independence.