Fluent, Inc. (FLNT) Earnings Call Transcript & Summary

Good day, and welcome to the Fluent, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Ryan Schulke. Please go ahead.

Good morning. It's 11:00 and this 2020 Annual Meeting of Stockholders of Fluent, Inc. will please come to order. I'm Ryan Schulke, a director and CEO of the company. And in accordance with the amended and restated bylaws, I'll preside as Chair of the meeting. I've appointed Fluent's General Counsel and Corporate Secretary, Dan Barsky, to serve as secretary of today's stockholder meeting. Due to the emerging public health impact of COVID-19 pandemic, the stay-at-home order issued by the governor of the State of New York, where Fluent's corporate office is located; and to support the health and well-being of our employees, shareholders, officers and directors, this year's annual meeting of the shareholders is being held in a virtual meeting format. We look forward to seeing everyone in person at our 2021 annual meeting. Because the 2020 annual meeting is being held virtually, registered shareholders who have not already voted by proxy can do so during the meeting by clicking the Vote My Share section on your screen and entering your control ID and request ID, which appeared 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 change your vote, which you can do by revoking your proxy. If you'd like to ask a question or request to inspect the shareholder registry, please use the section on the right-hand side of the screen to ask those questions. I want to note that after the conclusion of the formal meeting, we'll allow time for a brief question-and-answer session. Accordingly, I ask that you permit us to proceed with the formal part of our agenda. And we'll now allow time for questions following the presentation -- we will allow time for questions following the presentation [indiscernible]. I'm pleased to introduce to you the following directors and officers who are present with us at the meeting: Directors Barbara Shattuck Kohn, Matt Conlin, Andrew Frawley, Donald Mathis and myself. I'd now like to introduce certain of our officers in attendance. I'm the CEO of Fluent. And Matt Conlin, who co-founded Fluent with me, is Fluent's President. Donald Patrick, Chief Operating Officer; Alex Mandel, Chief Financial Officer; Dan Barsky, Fluent General Counsel and Corporate Secretary. Jeff Strassman, a representative of Grant Thornton, our independent auditors, is available at this meeting to answer appropriate questions you may have for Grant Thornton. I'd also like to welcome all of our stockholders in attendance today. Mr. Barsky, please report on the mailing notice of this meeting to all stockholders.

Mr. Schulke, I have an affidavit of mailing of Broadridge Financial Solutions, who assisted the company in the distribution, stating that on April 30, 2020, the mailing was commenced of the notice, proxy statement and 2019 annual report to each stockholder of record as of the close of business on April 24, 2020, the date the Board of Directors fixed as 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.

I hereby appoint Dan Barsky, Fluent's General Counsel and Secretary, to serve as the Inspector of Election. He is present, and he will file his oath to faithfully perform the duties of his office with the company. We're now ready to hear from -- hear the report from the Inspector of Election as to the presence of a quorum.

The holders of 65,932,346 shares of the common stock, being the holders of more than 1/2 of the then-issued and outstanding shares of common stock on the record date, April 24, 2020, 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 at the meeting and meeting lawfully convened. As stated in the notice of the meeting, the holders of the common stock are being asked to consider and take action upon the following matters: the election of 5 directors to serve for a 1-year term until the 2021 Annual Meeting of Stockholders or until a successor is duly elected and qualified; two, to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020; three, to hold nonbinary (sic) [ nonbinding] advisory vote to approve our named executive officers' compensation; and fourth, to transact such other businesses properly come before the meeting or any adjournment or postponement of the meeting. A summary of each proposal and the disclosures of the compensation paid for the company's named executive officers for 2019 are included in the proxy statement for this meeting, a link to which is available on the right side of your screen. The Board of Directors has nominated Barbara Shattuck Kohn, Matt Conlin, Andrew Frawley, Donald Mathis and Ryan Schulke to serve as directors of the company until the next Annual Meeting of Stockholders or until their successors have been elected and qualified. The next matter to be presented is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The next matter is to hold a nonbinding advisory vote to approve our named executive officers' compensation. Now that these proposals have been presented, are there any questions relating to the adoption of any of the proposals? There are no questions. With there being no other matters to be submitted to a vote of the shareholders, all proposals will now be put to a vote. 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 My Share section on your screen and entering your control and request ID. 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. You may do so following the instructions on your screen after you have entered your control ID and request ID. [Voting]

All ballots have now -- have been submitted. I now declare the polls closed. If 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 Elections is that: One, each of the 5 director nominees identified in the proxy statement received the majority of the votes cast by the stockholders entitled to vote for the election of directors. Two, the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for 2020 has been ratified by a majority of votes present in person or represented by proxy and entitled to be cast with respect to such proposal. Three, the resolution approving the compensation paid to the company's named executive officers for 2020 as disclosed in the company's proxy statement for this annual meeting has been approved by a majority of 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 an 8-K to be filed with the SEC following this meeting.

Thank you, Mr. Barsky This concludes the formal business of this annual meeting. Is there any further business to come before the meeting? If not, we now wish to adjourn the meeting. Thank you. The meeting is now adjourned. For concluding, on behalf of your directors and management, I would like to thank you all for your attendance today and for your continued support.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.