Fluent Inc

This advisory (non-binding) proposal asks stockholders to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm stockholder support for its executive pay program and to use the vote as feedback when setting future compensation. The historical context shows very strong prior support (approximately 98.84% in 2025), which the Compensation Committee considered when making no material changes to the program. The proposal ties executive compensation disclosures to the company’s performance metrics (e.g., Adjusted EBITDA, Media Margin initiatives and strategic targets) and includes a mix of cash and equity-based awards; the disclosure also outlines severance and change-in-control arrangements. Because the vote is advisory, it will not alter contractual compensation arrangements but has reputational and governance significance and may influence future plan design or adjustments. The Board’s unanimous recommendation FOR is grounded in management’s view that the pay program aligns executives’ interests with long-term stockholder value and that prior stockholder votes have demonstrated broad support. Key risks for investors to weigh include potential overhang from equity awards (addressed elsewhere in Proposal 7) and whether performance metrics are sufficiently rigorous and tied to sustained shareholder returns. For a sophisticated evaluation, assess the detailed compensation tables, realized versus target pay, the company’s pay-for-performance metrics over recent years, and possible governance implications if future advisory votes indicate reduced support. Overall, the Company frames this proposal as a standard governance mechanism to solicit stockholder input on executive pay and to maintain alignment with investor expectations.

This proposal seeks stockholder approval to permit the exercise of warrants and pre-funded warrants issued in a May 15, 2025 private placement to certain directors, officers and insiders (the May Inside Investors), because Nasdaq Listing Rules 5635(b) and 5635(c) require shareholder approval when equity compensation to insiders is issued at a discount or might effect change-of-control thresholds. Management is asking for approval to enable those investors to exercise up to 694,474 May Warrants and up to 694,474 May Pre-Funded Warrants that were sold in the May Private Placement for aggregate gross proceeds of approximately $4.0 million. The company emphasizes that a failure to approve would prevent the insiders from exercising and could require the Company to convene repeated stockholder meetings, increasing G&A costs and potentially harming financing relationships; management also warns that inability to exercise could jeopardize future financings because prospective buyers may view stockholders as unsupportive. The Board recommends FOR, framing the vote as necessary to comply with Nasdaq rules and to honor the company’s contractual obligations under the Purchase Agreements; the Board also notes the Support Agreements where certain investors agreed to vote in favor of listed proposals. From a governance and investor perspective, this transaction raises potential conflicts of interest because insiders are among the purchasers; investors should evaluate the fairness of the economics (exercise prices compared to market at issuance and now), potential dilution, lock-up or resale restrictions, and any beneficial ownership concentration effects. The filing discloses exercise prices, term, transferability, anti-fractional-share mechanics, and limitations on stockholder remedies, which are important for modeling dilution and market impact. For a sophisticated assessment, analyze the impact on fully diluted shares, the relationship between the exercise prices and contemporaneous market prices (the May issuance price was below market at the May 14, 2025 close), any registration or resale limitations, the substance of Support Agreements, and how management plans to use proceeds and mitigate dilutionary impacts. The Board’s recommendation is grounded in Nasdaq compliance and preservation of financing alternatives, but institutional investors will weigh the costs of insider preferential economics and potential governance implications against the company’s stated financing needs.

This proposal requests shareholder approval to allow insiders who participated in an August 19, 2025 private placement to exercise up to 585,714 August Warrants and 585,714 August Pre-Funded Warrants issued to certain directors and officers, in order to comply with Nasdaq Listing Rules 5635(b) and 5635(c). Management argues approval is necessary to satisfy contractual obligations from the August Private Placement (aggregate gross proceeds of about $10.3 million) and to avoid repeated special meetings or other administrative burdens that would result if approval is withheld. The filing notes that although the issuance price per August Pre-Funded Warrant was $1.7495 (which was higher than the August 18, 2025 consolidated closing bid of $2.21), Nasdaq rules may nonetheless require approval depending on whether the awards qualify for exceptions. The Board recommends FOR to maintain financing relationships and ensure the purchasers can exercise their warrants, citing Support Agreements similar to those in the May transaction. Investors should examine potential dilution, the time and pricing terms of the warrants, resale restrictions, and whether insider participation aligns with minority stockholders’ interests. From a governance risk perspective, insider participation in below-market or preferential financings can present conflicts of interest and concentration of ownership; careful modeling of fully diluted share count and potential market impact is warranted. Institutional voters should also review whether the company obtained independent fairness considerations, whether the Support Agreements materially constrain future corporate action, and the company’s stated use of proceeds and longer-term capital plan.

This proposal requests stockholder approval to amend and restate the Company’s certificate of incorporation to extend exculpation protections to certain officers in line with amendments to Section 102(b)(7) of the Delaware General Corporation Law. Management argues the amendment is appropriate to protect officers from personal monetary liability for breaches of the duty of care (to the fullest extent permitted by law) while preserving liability for duty of loyalty breaches, bad faith, intentional misconduct, knowing violations of law, and transactions resulting in improper personal benefit. The Board frames this as important for attracting and retaining qualified executives who must make time-sensitive business judgments without undue fear of personal liability and notes widespread adoption by other Delaware corporations; it also emphasizes that the amendment will not eliminate equitable remedies or fiduciary duties. For investors, the principal trade-off is between managerial risk protection and accountability: exculpation narrows the set of claims that may yield monetary damages against officers, potentially reducing litigation risk but also arguably weakening deterrence for negligent conduct. The proposal’s legal effect hinges on the exact drafting of the amended charter (attached as Appendix A) and the scope of any preserved exceptions; investors should read the precise charter text to confirm retained exceptions for loyalty and bad-faith conduct. Sophisticated analysis should consider industry practice, the company’s risk profile, insurance coverage (D&O policies), and whether governance safeguards (e.g., oversight, internal controls) mitigate moral hazard. The Board’s recommendation FOR is justified by governance competitiveness and legal conformity, but activists and governance-minded investors may scrutinize the breadth of the exculpation language and attendant safeguards.

This proposal asks stockholders to approve an increase of 1,900,000 shares to the aggregate number of shares available under the 2022 Omnibus Equity Incentive Plan, raising the reserve to 5,566,666 shares to support employee, director and independent contractor equity grants for approximately the next three years. Management contends that without approval the company would not have sufficient shares to continue competitive equity compensation, harming recruitment and retention; the Board and Compensation Committee considered dilution, historical burn rate, overhang, strategic growth plans, and stockholder interests in setting the requested amount. The filing discloses current outstanding awards, shares available, and a three-year historical burn rate (average ~5.0%), and quantifies the projected fully diluted impact (approximately 18.7% on a fully diluted basis as of the record date). Investors should weigh the need for equity incentives against dilution, examining historical grant practices (e.g., mix of options vs. RSUs), vesting schedules, performance-based awards, and whether grants are aligned with long-term value creation. The Plan includes standard features—types of awards, administration by the Compensation Committee, anti-dilution adjustments, change-in-control provisions, clawback policy and tax provisions—but the precise governance on grant timing and limits (e.g., per-person caps) should be reviewed. For sophisticated analysis, model the incremental dilution under several grant scenarios, assess potential overhang and share turnover, and consider whether the requested increase is calibrated to realistic hiring and incentive needs. The Board’s recommendation FOR rests on the argument that this reserve is necessary to maintain competitive compensation structures and execute on growth plans, but institutional investors will scrutinize program governance, recoupment provisions, and the company’s historical use of equity.

This management proposal requests authority to adjourn the Annual Meeting to another time or place, if necessary, to solicit additional proxies in the event that one or more proposals do not receive sufficient votes. Management seeks this flexibility to avoid repeated special meetings, allow additional outreach to stockholders, and to enable the Company to secure the votes required for proposals affecting corporate governance, financings and incentive plans. The Board recommends FOR, arguing adjournment authority is a standard procedural mechanism that preserves shareholder choice while enabling orderly completion of corporate business. From a governance perspective, the adjournment power can be used legitimately to facilitate informed voting, but it may also be used to seek a more favorable electorate or delay accountability; investors should consider whether management’s use of this authority would be constrained by transparent timelines and disclosure. The filing notes practical adjournment mechanics (notice requirements if adjourned more than 30 days) and that at an adjourned meeting the company may transact any business that could have been transacted at the original meeting. For a sophisticated assessment, review historical use (if any) of adjournments, the nature of proposals that might trigger an adjournment (e.g., insider financings in Proposals 4/5), and whether independent shareholders or major holders have indicated voting intentions. In sum, while routine, the adjournment proposal merits attention when coupled with controversial or insider-related proposals because it can materially affect the timing and outcome of corporate actions.