Fluent (FLNT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, to be held virtually, with voting on eight key proposals and director elections.

• Stockholders can vote online, by phone, mail, or during the virtual meeting; only holders of record as of the record date are eligible to vote.

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

Voting matters and shareholder proposals

• Election of seven directors, all current members, for one-year terms.

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

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of May and August Warrants and Pre-Funded Warrants issued to directors/officers, and shares issuable upon exercise, to comply with Nasdaq rules.

• Approval of Charter Amendment to provide officer exculpation as permitted by Delaware law.

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

• Adjournment proposal to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of seven nominees with diverse backgrounds in digital marketing, finance, technology, and healthcare.

• Majority of directors are independent per Nasdaq standards; all attended at least 75% of meetings in 2025.

• Board committees: Audit, Compensation, Corporate Governance/Nominating, and ad-hoc Risk and Compliance.

• Director compensation includes cash and RSUs, with vesting over three years.

• Board has a Director Resignation Policy for nominees not receiving majority support.