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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 2, 2021

(Exact name of registrant as specified in its charter)

(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
Identification No.)
300 Vesey Street, 9th Floor
New York, New York
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (646) 669-7272 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0005 par value per share
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2021, Fluent, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the total number of shares represented in person or by proxy was 54,971,464 of the 78,212,402 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting as of the April 29, 2021 record date. The following matters were voted upon at the Annual Meeting:
The election of five directors to serve for a one year term until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
Director Nominee
For   Against   Abstain  
Broker Non-Vote
Ryan Schulke
42,140,455   433,375   44,341  
Matthew Conlin   41,330,184   1,248,048   39,939   12,353,293
Donald Mathis   37,073,756   5,518,139   26,276   12,353,293
Carla Newell   42,204,322   390,302   23,547   12,353,293
Barbara Shattuck Kohn
41,859,270   733,836   25,065  
The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
For   Against   Abstain
54,351,034   575,305   45,125
A non-binding advisory vote to approve the Company’s named executive officers’ compensation:
For   Against   Abstain   Broker Non-Vote
41,102,435   1,397,390   118,346   12,353,293
A non-binding advisory vote to approve the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers:
1 Year   2 Years   3 Years   Abstain   Broker Non-Vote
23,138,679   18,794,897   635,680   48,915   12,353,293

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Fluent, Inc.
June 3, 2021
/s/ Ryan Schulke
Ryan Schulke 
Chief Executive Officer