Fluent (FLNT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote on key proposals before the meeting deadline of June 16, 2026.

Voting matters and shareholder proposals

• Election of seven directors is up for shareholder vote, with all nominees recommended by the board.

• Advisory vote on 2025 executive compensation (Say-on-Pay) is included.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval sought for warrants and pre-funded warrants issued to directors/officers under securities purchase agreements dated May 15, 2025, and August 19, 2025, in compliance with Nasdaq rules.

• Proposal to amend and restate the Certificate of Incorporation to provide officer exculpation as permitted by Delaware law.

• Amendment to the 2022 Omnibus Equity Incentive Plan to increase reserved shares to 5,566,666.

• Proposal to allow adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Seven director nominees are listed for election, including both current and potentially new members.

• Board recommends approval of all proposals presented for shareholder vote.