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
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses