Fluent, Inc. (FLNT) Earnings Call Transcript
June 2, 2021
Earnings Call Speaker Segments
Good day, and welcome to the 2021 Annual Meeting of Stockholders for Fluent, Inc. I will now turn the meeting over to Mr. Ryan Schulke.
Good morning. It's 11:00 and this 2021 Annual Meeting of Stockholders of Fluent, Inc. will please come to order. I'm Ryan Schulke, a Director and the CEO of the company. And in accordance with the amended and rested (sic) [ restated ] bylaws, I will 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. Given the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our employees, shareholders, officers and directors, this year's annual meeting of shareholders is being held in a virtual meeting format. Because the 2021 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 Shares section on your screen and entering the 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 this 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 would 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 this formal meeting, we will allow time for a brief question-and-answer session. Accordingly, I'll ask that you permit us to proceed with the formal part of our agenda, and we will allow for questions following the presentation. I'm pleased to introduce to you the following directors and officers who are present with us at the meeting: Directors Barbara Shattuck Kohn, Donald Mathis, Carla Newell, Matt Conlin and me. I would 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; Don 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 the stockholders in attendance today. Mr. Barsky, please report on the mailing of notice of this meeting to all stock stockholders.
Mr. Chair, I have an affidavit of mailing of Broadridge Financial Solution to assist to the company in the distribution stating that on April 30, 2021, the mailing was commenced of the notice, proxy statement, proxy and 2020 Annual Report to each stockholder of record as of the close of business on April 29, 2021, 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 will file his oath to faithfully perform duties of his office with the company. We're now ready to hear the report of the Inspector of Election as to the presence of a quorum.
The holders of 54,971,464 shares of 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 29, 2021, 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: the election of 5 directors to serve for a 1-year term until the 2022 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, 2021; three, to hold the nonbinary (sic) [ nonbinding ] advisory vote to approve our named executive officers' compensation; four, to approve on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation; and five, to transact such other business as properly come before the meeting or any adjournment or postponement of this meeting. A summary of each proposal and the disclosures on the compensation paid to the company's named executive officers for 2020 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, Donald Mathis, Carla Newell, Matthew Conlin and Ryan Schulke to serve as the 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, 2021. The next matter is to hold a nonbinding advisory vote to approve our named executive officers' compensation. The next matter is to approve on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation. Now that these proposals have been presented, are there any questions relating to the adoption of any of the proposals? If 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's 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 by following the instructions on your screen after you have entered your control ID and request ID. [Voting]
All ballots 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 Election is that: One, each of the 5 director nominees identified in the proxy statement received a majority of the vote cast by 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 2021 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 2021 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. Four, the resolution approving a 1-year interval between stockholder advisory votes on executive compensation 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 this meeting? If not, we now wish to adjourn the meeting. Thank you. The meeting is now adjourned.
Thank you for attending the 2021 Annual Stockholders Meeting for Fluent, Inc. You may now disconnect.
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