Fluent (FLNT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with voting on eight key proposals and the election of seven directors.

• Only stockholders of record as of April 23, 2026, are entitled to vote, with 29,815,712 shares outstanding.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for mail or email delivery upon request.

Voting matters and shareholder proposals

• Proposals include electing seven directors, advisory approval of executive compensation, auditor ratification, approval of May and August warrants and pre-funded warrants, a charter amendment for officer exculpation, an amendment to the equity incentive plan, and the adjournment proposal.

• Board recommends voting “FOR” all director nominees and all proposals.

• Voting can be done online, by phone, by mail, or during the virtual meeting.

• Shareholder proposals for the 2027 meeting must be submitted by December 28, 2026, for inclusion in the proxy.

Board of directors and corporate governance

• Seven nominees, all current directors, are up for election, with diverse backgrounds in digital marketing, finance, legal, technology, and healthcare.

• Majority of the board is independent, and all committees meet Nasdaq independence standards.

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

• The board has a Lead Independent Director and emphasizes diversity and a skills matrix for board composition.

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