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flnt20191115_8k.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 30, 2020

 

 

FLUENT, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-37893

 

77-0688094

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

300 Vesey Street, 9th Floor

New York, New York

 

10282

(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

 

FLNT

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 30, 2020, the Board of Directors (the "Board") of Fluent, Inc. (the "Company") appointed Carla Newell as a director of the Company, effective October 1, 2020. 

 

The Board affirmatively determined that Ms. Newell (i) meets the Independent Standards specified in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) the independence requirements set forth in Nasdaq Marketplace Rule 5605(c)(2). Ms. Newell will serve as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. On October 1, 2020, Ms. Newell received a grant of 25,000 restricted stock units upon her appointment to the Board.

 

Ms. Newell has served as the Chief Legal Officer and Chief Risk Officer at Ancestry, the global leader in family history and consumer genomics, since 2016. She has also served as Chair the Ancestry Enterprise Risk Management Committee and served on multiple international subsidiary boards during her time at Ancestry.  From 2014 to 2016, Ms. Newell served as a strategic advisor to emerging companies, such as Ondine Biomedical, a Canadian developer of light-activated photo-disinfection systems for hospitals, and Coalesce, an early stage software company providing AI-based business research and analysis tools. From 2000 to 2014, Ms. Newell served as Operating General Partner at Technology Crossover Ventures ("TCV"), a leading technology-focused venture capital and private equity firm, where she also served as TCV's designated director and member of audit and compensation committees on multiple private company boards. Prior to joining TCV, Ms. Newell was a Partner at Gunderson Dettmer Stough Villeneuve Franklin & Hachigan, a leading technology-focused law firm, from 1996 to 2000, and a Partner and Associate at Gray Cary Ware & Freidenrich, a Silicon Valley and San Diego based law firm that is now a part of DLA Piper, from 1985 to 1996.

 

On October 1, 2020, the Company issued a press release announcing Ms. Newell's appointment, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

Exhibit No.

 

Description

 

 

 
99.1   Press Release, issued October 1, 2020

 

 

 
 

 

SIGNATURES

 

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.

 

 

 

 

 

October 1, 2020

By:  

/s/ Ryan Schulke

 

 

Name:  

Ryan Schulke 

 

 

Title:  

Chief Executive Officer 

 

 

 

 
ex_205750.htm

Exhibit 99.1

 

Fluent, Inc. Appoints Carla Newell to Board of Directors

 

Newell brings over three decades of experience facilitating growth for tech and digital businesses

 

New York, NY, October 1st, 2020 - Fluent, Inc. (NASDAQ: FLNT), a leading data-driven performance marketing company, today announced the appointment of Carla Newell to the Company’s Board of Directors. Ms. Newell is a seasoned business leader and board director with more than 30 years of success facilitating growth in the technology, digital business, and life sciences arenas. In her new role with Fluent, Ms. Newell will serve as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Company’s Board of Directors.

 

Ms. Newell has been a trusted advisor to CEOs and boards of both private and public companies on a broad range of business, strategic, and legal issues. With an extensive network in Silicon Valley, she has worked across a variety of sectors including ecommerce, software and services, financial technology, life sciences, and social media. Ms. Newell currently serves as Chief Legal and Risk Officer and Head of Health Business Development for Ancestry. Ms. Newell is responsible for Ancestry's global legal and enterprise risk as well as leading business development and partnership management for its emerging health business.

 

Before Ancestry, Ms. Newell served as Operating General Partner at Technology Crossover Ventures, a leading technology-focused venture capital and private equity firm with $10B in capital raised and investments including Expedia, Netflix, Redback Networks, RiskMetrics and Zillow. While there, she led a wide range of responsibilities for legal, deal structuring, investor relations, fundraising, human resources, and other operating functions.

 

“Carla Newell is a stalwart of the technology industry, and we are thrilled to welcome her to Fluent’s Board of Directors,” said Ryan Schulke, Chief Executive Officer of Fluent. “We are honored to have the opportunity to leverage her knowledge and experience and know that she will help to drive real value for the Company and future offerings for our clients.”

 

Fluent leverages first-party, self-declared insights to develop and execute high-performing customer acquisition programs. Creating meaningful connections between consumers and brands, Fluent enables marketers to reach their most valuable customers in a scalable, efficient, and privacy-safe way. As a member of Fluent’s Board of Directors, Ms. Newell will help to guide the continual evolution of the business, as well as its expansion into international markets.

 

"I am excited to join Fluent's Board of Directors as the Company continues to expand its business and launch new capabilities,” said Ms. Newell. “As an advisor on a wide range of strategic initiatives, I look forward to helping the Company navigate this critical stage of its evolution and growth."

 

For more information on Fluent and its product offerings, please see here - https://www.fluentco.com/.

 

About Fluent, Inc.

 

Fluent, Inc. (NASDAQ: FLNT) is a leading performance marketing company with an expertise in creating meaningful connections between consumers and brands. Leveraging our proprietary first-party data asset of opted-in consumer profiles, Fluent, Inc. drives intelligent growth strategies that deliver superior outcomes. Founded in 2010, the company is headquartered in New York City.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control and which may cause results to differ materially from expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. Readers are also advised to consider the factors under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q and other SEC filings. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

Media Contact:

 

N6A for Fluent

Fluent@n6a.com

401.464.1772