Thank you for standing by, and welcome to the Fluent annual meeting. I will now turn the call over to Don Mathis. Please go ahead. Good morning, and welcome. It's 11 o'clock, and I will now call this 2026 annual meeting of the stockholders of Fluent Incorporated to order. My name is Don Mathis, and I am the Chair of the Board of Directors of the company. In accordance with the company's amended and restated bylaws, I will preside as chair of this meeting. I have appointed Fluent's Chief Financial Officer and Corporate Secretary, Ryan Perfit, to serve as secretary of today's meeting. This year's annual meeting is being held in a virtual meeting format. Registered stockholders who have not already voted by proxy can do so during the meeting by clicking on the Vote Here section on your screen. These numbers can be found on the proxy materials previously sent to you. If you have already voted your shares by proxy prior to the meeting, you do not need to do anything at this time unless you wish to revoke your proxy and change your vote, which you can do so by voting online at this meeting. If you would like to ask a question, please use the section on the left-hand side of the screen to ask that question. With that, I am pleased to introduce to you the following directors who are present with us at the meeting: Matthew Conlin, James Geygan, David Graff, Barbara Shattuck Kohn, Richard Pfenniger, Jr., Ryan Schulke, and myself. I would now also like to introduce certain of our officers who are in attendance. Don Patrick, Chief Executive Officer. Ryan Perfit, Chief Financial Officer. Ryan Schulke, Chief Strategy Officer. Matthew Conlin, Chief Customer Officer. Alen Hodzic, a representative of Grant Thornton, our independent auditors, is available at this meeting to answer any questions you may have appropriate for Grant Thornton. Mr. Perfit, please report on the mailing of notice of this meeting to all stockholders. Mr. Chair, I have an affidavit of mailing of Broadridge Financial Solutions, who assisted the company in the distribution, stating that on May 5th, 2026, the mailing was commenced of the notice of internet availability, or, if otherwise requested, the notice proxy statement, proxy card, and 2025 annual report to each stockholder of record as of the close of business on April 23rd, 2026. The date the board of directors fixed is the date for determining stockholders entitled to notice of and to vote at this meeting. The list of stockholders entitled to vote at this meeting is available for inspection during the meeting via the virtual meeting website. The affidavit of mailing, together with the attachments thereto and the list of stockholders, will be filed as part of the records of this meeting. Thank you. I hereby appoint Ryan Perfit, Fluent's Chief Financial Officer and Secretary, to serve as the inspector of the election. He is present and will file his oath to faithfully perform the duties of his office within the company. We are now ready to hear the report of the inspector of election as to the presence of a quorum. The holders of 23,950,389 shares of common stock, being the holders of more than one half of the then issued outstanding shares of common stock on the record date, April 23rd, 2026, are present in person or by proxy at this annual meeting and constitute a quorum. On the basis of the inspector's report, I declare a quorum present and the meeting lawfully convened. As stated in the notice of the meeting, the holders of common stock are being asked to consider and take action upon the following matters. Number one, the election of seven directors to serve for a one-year term until the 2027 annual meeting of stockholders, or until a successor is duly elected and qualified, or until such director's earlier death, resignation, or removal. Number two, to approve, on an advisory basis, the 2025 compensation of the company's named executive officers. Number three, to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Number four, to approve, for the purposes of complying with Nasdaq Listing Rules 5635B and 5635C, warrants and pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of May 15th, 2025, to certain of the company's directors and/or officers and any shares of the company's common stock issuable upon exercise thereof. Number five, to approve, for the purposes of complying with Nasdaq Listing Rules 5635B and 5635C, warrants and pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of August 19th, 2025, to certain of the company's directors and/or officers and any shares of the company's common stock issuable upon exercise thereof. Number six, to approve an amended and restated certificate of incorporation to provide for exculpation of officers as permitted by recent amendments to Delaware law. Number seven, to approve an amendment to the Fluent, Inc 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved thereunder to 5,566,666 shares, up from 3,666,666 shares. Number eight, to approve the adjournment of this meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals, if there are not sufficient votes to approve such proposals. Number nine, to transact such business as properly come before this meeting or any adjournment or postponement of this meeting. The summary of each proposal and the disclosures on the compensation paid to the company's named executive officers for 2025 are included in the proxy statement for this meeting. The board of directors has nominated Matthew Conlin, James Geygan, David Graff, Barbara Shattuck Kohn, Richard Pfenniger, Jr., Ryan Schulke, and myself to serve as directors of the company until the 2027 annual meeting of shareholders, or until their successors have been elected and qualified, or until their earlier death, resignation, or removal. The next matter is to hold a non-binding advisory vote to approve our named executive officers' 2025 compensation. The next matter is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The next matter is to approve, for the purposes of complying with Nasdaq Listing Rules 5635B and 5635C, warrants and pre-funded warrants issued pursuant to those certain securities purchase agreements dated May 15th, 2025, to certain of the company's directors and/or officers and any shares of the company's common stock issuable upon exercise thereof. The next matter is to approve, for the purposes of complying with Nasdaq Listing Rules 5635B and 5635C, warrants and pre-funded warrants issued pursuant to those certain securities purchase agreements dated as of August 19th, 2025, to certain of the company's directors and/or officers and any shares of the company's common stock issuable upon exercise thereof. The next matter is to approve an amended and restated certificate of incorporation to provide for exculpation of officers as permitted by recent amendments to Delaware law. The next matter is to approve an amendment to the Fluent, Inc 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved thereunder to 5,566,666 shares from 3,666,666 shares. The next matter is to approve the adjournment of this meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals, if there are not sufficient votes to approve any such proposals. Now that these proposals have been presented, are there any questions related to the adoption of any of the proposals? The polls are now open for voting on these proposals. If you have not previously voted your shares by proxy, you can vote now by clicking the Vote Here section on your screen. If you have voted by proxy, it is not necessary for you to vote a second time unless you wish to revoke your prior proxy and change your vote at this time. All ballots have been submitted. I now declare the polls closed. Once the Inspector of Election has completed the tabulation of the votes, I ask him to present his report. Mr. Chair, the report of the Inspector of an Election is that each of the seven director nominees identified in the proxy statement received a majority of the votes cast by the stockholders for the election of directors. Proposal 2 has been approved by a majority of the votes present in person or represented by proxy and entitled to be cast with respect to such proposal. Proposal 3 has been approved by a majority of the votes present in person or represented by proxy and entitled to be cast with respect to such proposal. Proposal 4 has been approved by a majority of the votes present in person or represented by proxy and entitled to be cast with respect to such proposal. Proposal 5 has been approved by a majority of the votes present in person or represented by proxy and entitled to be cast with respect to such proposal. Proposal 6 has been approved by a majority of the outstanding shares of common stock entitled to vote with respect to such proposal. Proposal 7 has been approved by a majority of the votes present in person or represented by proxy and entitled to be cast with respect to such proposal. Proposal 8 has been approved by a majority of the votes present in person or represented by proxy and entitled to be cast with respect to such proposal. This preliminary report is subject to correction by the final report of the Inspector of Election, where those results will be included in the current report on a Form 8-K to be filed with the SEC following this meeting. Thank you, Mr. Perfit. This concludes the formal business of this annual meeting. Is there any further business to come before this meeting? If not, we now wish to adjourn the meeting. Before concluding, on behalf of your directors and management, I would like to thank you all for your attendance today and for your continued support. Thank you. The meeting is now adjourned. This concludes today's meeting. You may now disconnect.
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