COGINT,FLUENT, INC.

2650 North Military Trail, Suite 30033 Whitehall Street, 15^th Floor

Boca Raton, Florida 33431New York, New York 10004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 13, 20176, 2018

To our Stockholders:

The Annual Meeting of Stockholders of Fluent, Inc. (formerly known as Cogint, Inc. (the, the “Company”) will be held on Tuesday,Wednesday, June 13, 20176, 2018 at 10:11:00 a.m., Eastern Time, at 2650 North Military Trail, Suite 300, Boca Raton, Florida 3343133 Whitehall Street, 11th Floor, New York, New York 10004 to consider and vote on the following proposals:

The Board of Directors has fixed the close of business on April 18, 201723, 2018 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting.

The enclosed proxy statement contains information pertaining to the matters to be voted on at the annual meeting. A copy of the Company’s Annual Report onForm10-K for for the fiscal year ended December 31, 20162017 is being mailed with this proxy statement.

By order of the Board of Directors,

Daniel J Barsky,

General Counsel and Corporate Secretary

Michael Brauser

Executive Chairman

Boca Raton, FloridaNew York, New York

April 28, 201730, 2018

IMPORTANT NOTICE

REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 20176, 2018

The accompanying proxy statement and the 20162017 Annual Report onForm10-K are are available on the

Company’s website on the Investor Relations page athttp://www.cogint.comwww.proxyvote.com.

YOU ARE REQUESTED, REGARDLESS OF THE NUMBER OF SHARES OWNED, TO SIGN AND

DATE THE ENCLOSED PROXY AND TO MAIL IT PROMPTLY, OR TO USE THE INTERNET

VOTING SYSTEM SET FORTH IN THE PROXY.

COGINT,FLUENT, INC.

2650 North Military Trail, Suite 30033 Whitehall Street, 15th Floor

Boca Raton, Florida 33431New York, New York 10004

PROXY STATEMENT

Annual Meeting of Stockholders

To be held on June 13, 20176, 2018

General

We are providing these proxy materials in connection with the solicitation by the Board of Directors of Cogint,Fluent, Inc. (the “Board”) of proxies to be voted at our 20172018 Annual Meeting of Stockholders (the “Meeting”) and at any and all postponements or adjournments thereof. The Meeting will be held on Tuesday,Wednesday, June 13, 2017,6, 2018, at 10:11:00 a.m., Eastern Time, at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.33 Whitehall Street, 11th Floor, New York, New York 10004. For directions to the Meeting, please contact the Corporate Secretary at (561)757-4000.(646) 669-7272. This This proxy statement and the enclosed form of proxy are first being sent to stockholders on or about April 28, 2017.30, 2018. In this proxy statement, Cogint,Fluent, Inc. is referred to as “cogint,“Fluent,” the “Company,” “we,” “our,” or “us.”

Purpose of the Annual Meeting

At the Meeting, our stockholders will consider and vote upon the following matters:

Outstanding Securities and Voting Rights

Only holders of record of the Company’s common stock at the close of business on April 18, 2017,23, 2018, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting. On thatthe record date, we had 54,740,99875,218,044 shares of common stock outstanding. Each share of common stock is entitled to one vote at the Meeting.

The holders of a majority of the issued and outstanding shares of common stock present at the Meeting, either in person or by proxy, and entitled to vote, constitute a quorum for the transaction of business. Abstentions and brokernon-voteswill be included in determining the presence of a quorum at the Meeting. Abrokernon-vote occurs occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Under New York Stock Exchange (“NYSE”) rules, a broker does not have the discretion to vote on any of the proposals to benon-routine matter presented at the Meeting.meeting such as the Election of Directors Proposal, the Stock Incentive Plan Proposal, or the Say on Pay Proposal. Under the NYSE rules, a broker does have discretion to vote on the Ratification of Auditor Proposal. As a result, any broker who is a member of the New York Stock ExchangeNYSE will not have the discretion to vote on any of the proposals presented at the Meeting, except for the Ratification of Auditor Proposal, if such broker has not received instructions from the beneficial owner of the shares represented.

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The Election of Directors are electedProposal will be determined by a plurality of votes castcast. The Stock Incentive Proposal will be approved by the affirmative vote of a majority of votes cast. The Ratification of Auditor Proposal and the Say on Pay Proposal, and any other proposal isproperly submitted will be approved by the affirmative vote of the holders of a majority in voting power of votesthe shares of common stock which are present in person or by proxy at the Meeting and entitled to vote. Abrokernon-vote will will have no effect on the proposals. Abstentions will have no effect on the Election of Directors Proposal 1 and will have the same effect as a vote against the Ratification of Auditor Proposal, 2.

In connection with the Company’s acquisition of Fluent, LLC (“Fluent”) in December 2015 (the “Fluent Acquisition”),Stock Incentive Plan Proposal and the Company entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), with the selling stockholders of Fluent (“Sellers”) and Frost Gamma Investment Trust (“Frost Gamma”), Marlin Capital

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Investments, LLC (“Marlin Capital”), and certain other stockholders of the Company, solely in their respective capacities as stockholders, pursuant to which the parties agreed to vote in a certain mannerSay on specified matters, including the agreement to vote in favor of each party’s duly approved nominees for the Company’s Board. In the aggregate, stockholders representing approximately 35,306,430 shares of the Company’s common stock or 64.2% have entered into the Stockholders’ Agreement.Pay Proposal.

Proxy Voting

Shares for which proxy cards are properly executed and returned will be voted at the Meeting in accordance with the directions given or, in the absence of directions, will be voted “FOR” Proposal 1 — electionthe Election of the nine nominees for director named hereinandDirectors Proposal,“FOR” Proposal 2 — approvalthe Ratification of Auditor Proposal,“FOR” Proposal 3 — the Stock Incentive PlanProposal and “FOR” Proposal 4 — the Say on Pay.Pay Proposal. If other matters are properly presented, the person named in the proxies in the accompanying proxy card will vote in accordance with their discretion with respect to such matters.

Voting by Stockholders of Record.

If you are a stockholder of record (your shares are registered directly in your name with our transfer agent), you may vote by proxy, via the Internet, or by mail by following the instructions provided on the proxy card. Stockholders of record who attend the Meeting may vote in person by obtaining a ballot from the inspector of elections. Please be prepared to present photo identification for admittance to the Meeting.

Voting by Beneficial Owners.

If you are a beneficial owner of shares (your shares are held in the name of a brokerage firm, bank, or other nominee), you may vote by following the instructions provided in the voting instruction form, or other materials provided to you by the brokerage firm, bank, or other nominee that holds your shares. To vote in person at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, or other nominee that holds your shares, and present such legal proxy from the brokerage firm, bank, or other nominee that holds your shares for admittance to the Meeting. Also, be prepared to present photo identification for admittance to the Meeting.

Changing Your Vote.

You may revoke your proxy and change your vote at any time before the final vote at the Meeting. You may vote again on a later date via the Internet (only your latest Internet proxy submitted prior to the meetingMeeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Meeting and voting in person. Your attendance at the Meetingwill not automatically revoke your proxy unless you vote again at the Meeting or specifically request in writing that your prior proxy be revoked.

All votes will be tabulated by an Inspector of Elections appointed for the Meeting, who will separately tabulate affirmative and negative votes, abstentions andbrokernon-votes. Joshua WeingardDaniel Barsky, the Company’s General Counsel and Corporate Secretary, has been appointed by the Board as Inspector of Elections for the Meeting. A list of the stockholders entitled to vote at the Meeting will be available at the Company’s executive office, located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431,33 Whitehall Street, 15th Floor, New York, New York 10004, for a period of ten (10) days before the Meeting and will be available for examination by any stockholder.

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ProposalPROPOSAL 1

ELECTION OF DIRECTORS

We areAt the Meeting, we will be electing nine (9) directors at the Meeting.five directors. Each director will hold office until our next annual meetingthe 2019 Annual Meeting of Stockholders or until a successor is elected and qualified to serve on the Board. In connection with theSpin-off (as defined below), the composition of the Board changed as follows: (1) Dr. Phillip Frost and Steven Rubin, two of our directors in 2017, resigned effective March 12, 2018, (2) Michael Brauser, Derek Dubner, Robert Fried, and Robert Swayman, also directors in 2017, resigned effective March 26, 2018, (3) Matthew Conlin and Andrew Frawley were appointed to the Board effective on the March 26, 2018, and (4) the number of directors on the Board was reduced from nine to five directors, also effective on March 26, 2018. Proxies cannot be voted for a greater number of persons than the number of nominees named.

The Board has nominated the ninefive individuals listed below (each a “Nominee”“Nominee,” and together the “Nominees”) based on the recommendation of the Board’s Corporate Governance and Nominating Committee (the “Nominating Committee”).Committee. All the Nominees are current directors. Messrs. Schulke, Benz, and Mathis have been nominated pursuant towere directors before the Stockholders’ Agreement, which allows Sellers to nominate two nominees toSpin-off, while Messrs. Conlin and Frawley were appointed on the Board, as further discussed in the section of this proxy statement titled “Nominees for Director and Other Stockholder Proposals.”Spin-off Date. Each Nominee is a current director who has been nominated forre-election at the Meeting, and each Nominee has consented to bebeing named in this proxy statement and has agreed to serve as a director if elected. If any Nominee should become unavailable for election, the proxy may be voted for a substitute nominee selected by the persons named in the proxy or the Board may determine to reduce the size of the Board may be reduced accordingly. The Board is not aware of any existing circumstances likely to render any Nominee unavailable. Under our Bylaws, Nominees are elected by a plurality of votes cast.

On March 26, 2018 (the“Spin-off Date”), the Company completed thespin-off (the“Spin-off”) of its risk management business by distributing all the shares of common stock of the Company’s wholly-owned subsidiary, Red Violet, Inc. (“Red Violet”), to its stockholders of record on March 19, 2018 and certain warrant holders pursuant to a Separation and Distribution Agreement, dated as of February 27, 2018 (the “Separation Agreement”). Effective on theSpin-off Date, two Stockholders’ Agreements (the “Stockholders’ Agreements”) were executed, one by and among Ryan Schulke, Matthew Conlin, Sean Cullen and Matthew Koncz and certain affiliated entities (collectively, the “Original Fluent Stockholders”) and Frost Gamma Investments Trust (“Frost Gamma”), and another by and among the Original Fluent Stockholders and Michael Brauser and certain affiliated entities (the “Brauser Entities”). In the Stockholders’ Agreements, Frost Gamma and the Brauser Entities agreed to vote all shares of the Company’s common stock owned by them or their affiliates for the election to the Board of Fluent those nominees as directed by Ryan Schulke, which will be the Nominees.

The following table sets forth certain information concerning our directors/Nominees:

Biographical Information About Our Nominees

Mr. Michael Brauser, 61, has served as a director of the Company and our Executive Chairman since June 2015. Since 2003, Mr. Brauser has been the manager of, and an investor with, Marlin Capital Partners, LLC, a private investment company. From 1999 to 2002, he served as president and chief executive officer of Naviant, Inc. (eDirect, Inc.), an internet marketing company. He also was a founder of Seisint, Inc. (eData.com, Inc.). Mr. Brauser served asco-chairman of the board of directors of InterCLICK (now a part of Yahoo Inc.), from August 2007 to December 2011. Mr. Brauser also served asco-chairman of the board of directors of ChromaDex Corp., an innovative natural products company, from October 2011 to February 2015. The Nominating Committee believes that Mr. Brauser’s experience as a director on various public company boards of directors and as a manager of an investment company brings extensive business and management expertise to the Board.

Dr. Phillip Frost, 80, has served as Vice Chairman of the Board of the Company since December 2015. Since March 2007, Dr. Frost has served as chairman of the board and chief executive officer of OPKO Health, Inc. (“OPKO”), a multi-national biopharmaceutical and diagnostics company. Dr. Frost has served as chairman of the board of directors of Ladenburg Thalmann Financial Services Inc. (“Ladenburg Thalmann”), an investment banking, asset management, and securities brokerage firm, since July 2006. He also served as a member of the board of directors of Ladenburg Thalmann from May 2001 until July 2002 and again from March 2004 until June 2006. Since October 2008, Dr. Frost has served as a director of Castle Brands Inc., a developer and marketer of premium brand spirits. Dr. Frost also serves as a director of Cocrystal Pharma, Inc., a publicly traded biotechnology company developing new treatments for viral diseases, and Sevion Therapeutics, Inc., a clinical stage company which discovers and develops next-generation biologics for the treatment of cancer and immunological diseases. He also serves as a member of the Florida Council of 100 and as a trustee for each of

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the University of Miami, the Miami Jewish Home for the Aged and the Mount Sinai Medical Center. From 1972 to 1990, Dr. Frost was the chairman of the Department of Dermatology at Mt. Sinai Medical Center of Greater Miami, Miami Beach, Florida. Dr. Frost served as a director of Teva Pharmaceutical Industries Ltd., a pharmaceutical company, from January 2006 until February 2015, and also served as chairman of the board of directors of Teva from March 2010 until December 2014 and served as vice chairman of the board of directors from January 2006 when Teva acquired IVAX Corporation (“IVAX”) until March 2010. Dr. Frost was chairman of the board of directors of Key Pharmaceuticals, Inc. from 1972 until its acquisition by Schering Plough Corporation in 1986 and served as chairman of the board of directors and chief executive officer of IVAX from 1987 to January 2006. Dr. Frost previously served as a director of Northrop Grumman Corp., Continucare Corp. (until its merger with Metropolitan Health Networks, Inc.), PROLOR Biotech, Inc. (until it was acquired by OPKO) and TransEnterix, Inc., and as governor andco-vice-chairman of the American Stock Exchange (now NYSE MKT). The Nominating Committee believes that Dr. Frost’s pertinent experience, qualifications, attributes, and skills include financial literacy and expertise, executive-level managerial experience, and the knowledge and experience he has attained through his service as a director and officer of publicly-traded corporations.

Mr. Derek Dubner, 45, has served as a member of the Board since March 2015, and presently serves as the Chief Executive Officer and Interim President, as well as Chief Executive Officer of Interactive Data, a Company subsidiary. Mr. Dubner served as ourCo-Chief Executive Officer from March 2015 until March 2016, when he was appointed our Chief Executive Officer. Mr. Dubner has over 17 years of experience in the data fusion industry. Mr. Dubner has served as the Chief Executive Officer of Company subsidiary The Best One, Inc. (“TBO”), and its subsidiary, Interactive Data, since October 2014. Prior to TBO, Mr. Dubner served as General Counsel of TransUnion Risk and Alternative Data Solutions, Inc. from December 2013 to June 2014. Mr. Dubner served as General Counsel and Secretary of TLO, LLC from inception in 2009 through December 2013. The Nominating Committee believes Mr. Dubner’s experience as Chief Executive Officer of the Company provides valuable business, industry, and management advice to the Board.

Mr.Ryan Schulke, 34,35, has served as a director of the Company since December 2015 and has served as the Chief Executive Officer of the Company subsidiarysince theSpin-off Date. Mr. Schulkeco-founded Fluent, LLC since the Fluent Acquisition in December 2015. Mr. Schulke was aco-founder of Fluent, Inc. in 2010 and has served as Chairman and Chief Executive Officer of Fluent, LLC since its inception. Before merging with the Company in 2015, Fluent, LLC was privately held. Fluent, LLC is now a leader in people-based digital marketing and customer acquisition.wholly-owned subsidiary of the Company. Prior to founding Fluent, LLC, Mr. Schulke served as Media Director of Clash Media, a global digital advertising network. Mr. Schulke earned a Bachelor of Communications Arts from Marymont Manhattan College.

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The Nominating CommitteeBoard believes Mr. Schulke’s experience as Chief Executive Officer of Fluent, LLC, the Company’s largestoperating subsidiary, provides valuable business, industry, and management advice to the Board.

Mr.Peter Benz, 56,57, has served as a director of the Company since March 2015. Mr. Benz is the Chief Executive Officer of Viking Asset Management, LLC, an asset and investment management company which he founded in 2001. Since the Spin-off Date, Mr. Benz has served as a director of Red Violet, a data analytics company. Since June 2016, Mr. Benz has served as a director of Lilis Energy Inc., an onshore oil and natural gas exploration and production company. From January 2012 until its merger with Lilis Energy Inc. in June 2016, Mr. Benz served as a director of Brushy Resources, Inc. (formerly known as Starboard Resources, Inc.), an onshore oil and natural gas exploration and production company, and became its Chairman on November 24, 2015. Since October 2014, Mr. Benz has also served as a director of Usell.com, a technology based online market place, since October 2014 and as a director and Chairman of the Board of Optex Systems, Inc., a manufacturer of optical systems for the defense industry since November 2014. Mr. Benz earned a Bachelor of Business Administration from the University of Notre Dame.

The Nominating CommitteeBoard believes Mr. Benz’s knowledge and experience in developing companies and capital markets strengthen the Board’s collective qualifications, skills, and experience.

Mr. Robert FriedMatthew Conlin, 57,35, has served as a director and President of the Company since theSpin-off Date. Together with Mr. Schulke, Mr. Conlinco-founded Fluent, LLC in 2010 and has served as President of Fluent, LLC since its inception. Before founding Fluent, LLC, Mr. Conlin served as Sales Director, U.S. of Clash Media, a global digital advertising network. Mr. Conlin earned a Bachelor of Science in Marketing from St. John’s University.

The Board believes Mr. Conlin’s experience as President of Fluent, LLC, the Company’s operating subsidiary, provides valuable business, industry, and management advice to the Board.

Andrew Frawley, 55, has served as a director of the Company since October 2009. From August 2011 through May 2015,theSpin-off Date. Mr. Fried served as Chairman of the Board and wasCo-Chairman of the Board from October 2009 through August 2011. Mr. Fried served as the President and Chief Executive Officer and a member of the Board of the Company while it was a “special purpose acquisition company,” Ideation Acquisition Corp.

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(“Ideation”), from November 2007 to October 2009. Mr. Fried is the founder and Chief Executive Officer of Feeln, a subscription streaming video service acquired by Hallmark Cards, Inc., in 2012. Mr. Fried also operates several Hallmark Cards’ digital businesses includinge-cards and personalized digital cards. Mr. Fried is an Academy Award winning motion picture producer whose credits include Rudy, Collateral, Boondock Saints, So I Married an Axe Murderer, Godzilla, and numerous others. From December 1994 until June 1996, Mr. Fried was President and Chief Executive Officer of Savoy Pictures, a unit of Savoy Pictures Entertainment, Inc. Savoy Pictures Entertainment was sold to Silver King Communications, which is now a part of InterActive Corp, in 1996. From 1983 to 1990, Mr. Fried held several executive positions including Executive Vice President in charge of Production for Columbia Pictures, Director of Film Finance and Special Projects for Columbia Pictures and Director of Business Development at Twentieth Century Fox. Mr. FriedFrawley has served as a director of Nasdaq listed ChromaDex Corp.Curo Group Holdings Corp since July 2015 and President and Chief Strategy Officer since Marchits initial public offering in December 2017. Mr. FriedFrawley has served as the chief executive officer of AJ Frawley & Associates LLC since 2002. From December 2014 to September 2016, Mr. Frawley served as chief executive officer of Epsilon, a segment of Alliance Data Systems Corporation. Prior to that, he served as Epsilon’s President from January 2012 to December 2014 and as its president of Marketing Technology from January 2009 to December 2011. Mr. Frawley has also served as a memberon the board of directors of the NominatingData & Marketing Association since 2016, and Corporate Governance Committeehas been the chairman of ChromaDex Corp.the board of directors of Cybba Inc., a privately held company, since September 2017. Mr. Frawley earned a Master of Business Administration from July 2015 to March 2017.Babson College and a Bachelor of Science in Finance from The Nominating CommitteeUniversity of Maine.

The Board believes Mr. Fried’sFrawley’s knowledge and experience as an executive of several companies provides valuablein data-driven marketing and business leadershipmanagement strengthen the Board’s collective qualifications, skills, and management advice to the Board in many critical areas.experience.

Mr.Donald Mathis, 51,52, has served as director of the Company since December 2015. Since July 2017, Mr. Mathis is currentlyhas been the Chairmangeneral manager of Growth at Comcast NBC Universal. Since April 2017, he has been the chief executive officer and Chief Executive Officerco-founder of Echelon AI, (“Echelon”), aNY-based New York-based privately held Artificial Intelligenceartificialintelligence start-up focused focused on business process automation, predictive data analytics and nextgen digital and cyber security. Mr. Mathis joined Echelon in April 2017. He is also an Operating Partneroperating partner with Periscope Equity, a Chicago-based growth private equity fund, which he joined in January 2017. In addition, Mr. Mathis has served as a Senior Advisersenior adviser and Directordirector since April 2016 of the initiative for Digital Counterterrorism (iDCT), a public-private consortium andnon-governmental organization focused on countering violent extremism and terrorist recruitment in the digital domain. Mr. Mathis has served since 2013 on the Boardboard of Advisersadvisers of Omniangle Technologies, a privately held company involved in business intelligence and information security. Previously, Mr. Mathis served as the Chief Executive Officerchief executive officer of privately held Kinetic Social from October 2011 through April 2016. Mr. Mathis was

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aco-founder of of Kinetic Social, a SaaS and managed service social data and technology company acquired by Blue Chip Venture Company. From 2007 to 2011, Mr. Mathis served as Executive Chairmanexecutive chairman and Directordirector of Online Intelligence, a privately held digital security firm specializing in brand protection and traffic integrity services. Mr. Mathis was on the audit and compensation committees of Online Intelligence until its acquisition by FAS Labs, Inc. in May 2010, and remained Executive Chairmanexecutive chairman until November 2011. Mr. Mathis has an MBAa Master of Business Administration from the Harvard Business School and is a Commander in the U.S. Navy (currently inactive reserve).

The Nominating CommitteeBoard believes Mr. Mathis’ knowledge and experience as Chairmanchairman and CEOchief executive officer of an artificial intelligence company with a specialty in predictive data analytics, his experience running a social data and technology SaaS and managed services company, as well as his experience in business intelligence, general management, financial management and information security, and his military service, strengthen the Board’s collective qualifications, skills, and experience.

Mr. Steven Rubin, 56, has served as a director of the Company since October 2009. Mr. Rubin has served as the Executive Vice President of OPKO since May 2007 and a director of OPKO since February 2007. Mr. Rubin currently serves on the board of directors of ChromaDex Corp., an innovator of proprietary health, wellness and nutritional ingredients that creates science-based solutions for dietary supplement, food and beverage, skin care, sports nutrition, and pharmaceutical products, since March 2017, VBI Vaccines, Inc., formerly SciVac Therapeutics, Inc., a commercial-stage biopharmaceutical which develops, produces and markets biological products for human healthcare in Israel, since October 2012, Kidville, Inc., which operates large, upscale facilities, catering to newborns throughfive-year-old children and their families and offers a wide range of developmental classes for newborns to five-year-olds, since August 2008,Non-Invasive Monitoring Systems, Inc., a medical device company, since 2008, Cocrystal Pharma, Inc., formerly Biozone Pharmaceuticals, Inc., a publicly traded biotechnology company developing new treatments for viral diseases, since January 2014, Sevion Therapeutics, Inc., a clinical stage company which discovers and develops next-generation biologics for the treatment of cancer and immunological diseases, since May 2014, Castle Brands, Inc., a developer and marketer of premium brand spirits, since January 2009, and Neovasc, Inc., a company

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developing and marketing medical specialty vascular devices, since 2008. Mr. Rubin previously served as a director of Dreams, Inc., a vertically integrated sports licensing and products company, from 2006 to 2012, Safestitch Medical, Inc. from September 2007 until its merger with TransEnterix, Inc. in September 2013, Tiger X Medical, Inc. from September 2008 until its merger with BioCardia, Inc. in October 2016, and PROLOR Biotech, Inc., from February 2008 until its acquisition by OPKO in August 2013. Mr. Rubin served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006. Mr. Rubin served as the Secretary of Ideation from June 2007 to October 2009. The Nominating Committee believes Mr. Rubin’s legal experience, managerial experience, and the knowledge and insight he has attained through his service as a director and officer of several publicly-traded corporations provides valuable business leadership, and management advice to the Board.

Mr. Robert Swayman, 62, has served as a director of the Company since June 2015. From 1998 to 2014, Mr. Swayman served as President and Chief Executive Officer of National Alarm Systems, Inc., a company he founded in 1998, prior to its sale in January 2014. From January 2014 through February 2015, Mr. Swayman served as General Manager of ASG Security, which acquired National Alarm Systems. Mr. Swayman served as a director of Vapor Corp., a U.S.-based distributor and retailer of vaporizers,e-liquids and electronic cigarettes, from March 4, 2015 to April 17, 2015, and as an employee of Vapor Corp. since April 17, 2015 providing financial and business advice. Mr. Swayman is a Certified Public Accountant and holds a B.S. degree in accounting from the State University of New York at Buffalo. The Nominating Committee believes Mr. Swayman’s experience as President and Chief Executive Officer of National Alarm Systems, Inc., from 1998 to 2014, as well as his experience as a Certified Public Accountant provides valuable business, leadership, and management advice to the Board.

Vote Required and Board Recommendation

Nominees are elected by a plurality of votes cast at the Meeting.

The Board unanimously recommends a vote “FOR” each Nominee for director.

Director Compensation

When aBefore theSpin-off

Before theSpin-off, the general director compensation practices provided that newnon-employee director joins the Board, suchnon-employee director is granteddirectors were awarded 25,000 restricted stock units (“RSUs”), which when they joined the Board. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Additionally, each Audit Committee member iswas granted an additional 5,000 RSUs, all of which vest on the one yearone-year anniversary of the grant date, and the Chairman of the Audit Committee iswas granted an additional 5,000 RSUs, which also vest on theone-year anniversary of the grant date. Additional equity awards may be granted to directors at the direction ofAlso, the Compensation Committee was empowered to grant additional equity awards based on an individual director’s contributions to the Company. No director received RSUs during 2016. As of December 31, 2016, the aggregate number of shares of common stock subject to stock awards held by each director who was not a named executive officer for the year ended December 31, 2016 is as follows: Dr. Frost — 3,000,000; Mr. Schulke — 550,000; Mr. Benz — 21,666; Mr. Fried — 53,333; Mr. Mathis — 30,000; Mr. Rubin — 150,000; and Mr. Swayman — 21,666. As of December 31, 2016, the aggregate number of shares of common stock subject to option awards held by each director who was not a named executive officer for the year ended December 31, 2016 is as follows: Dr. Frost — 0; Mr. Schulke — 0; Mr. Benz — 0; Mr. Fried — 32,000; Mr. Mathis — 0; Mr. Rubin — 32,000; and Mr. Swayman — 0.

Additionally, onOn April 13, 2017, pursuant to the general director compensation practices, thenon-employee directors received the following RSU grants in connection withfor their service on the Board: Dr. Frost — 50,000; Mr. Benz — 15,000; Mr. Fried — 15,000; Mr. Mathis — 15,000; Mr. Rubin — 20,000; and Mr. Swayman — 15,000. These RSUs vest in three approximately equal installments on June 1, 2017, 2018 and 2019, subject to accelerated vesting under certain conditions.

Also on April 13, 2017, Board committee members received the following RSU grants: Mr. Benz — 5,000 in connection withfor his service as Audit Committee Chairman and 5,000 in connection withfor his service as an

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Audit Committee member; Mr. Rubin — 5,000 in connection withfor his service as Compensation Committee Chairman; Mr. Swayman — 5,000 in connection withfor his service as an Audit Committee member; and Mr. Mathis — 5,000 in connection withfor his service as an Audit Committee member. These RSUs vestvested on January 1, 2018, subject to accelerated vesting under certain conditions. On March 12, 2018 and in contemplation of the Spin-off, the Compensation Committee accelerated the vesting and/or delivery of the following RSUs held by thenon-employee directors: Mr. Brauser — 2,641,660; Dr. Frost — 33,333; Mr. Benz — 19,999; Mr. Fried — 33,332; Mr. Mathis — 18,333; Mr. Rubin — 76,666; and Mr. Swayman — 19,999. Also on March 8, 2018, Mr. Benz was granted 30,000 fully vested shares of common stock.

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DIRECTOR COMPENSATION TABLE

Mr. Fried served as President and Chief Executive Officer of a “special purpose acquisition company,” Ideation Acquisition Corp. (“Ideation”), a predecessor to the Company. From June 2007 to October 2009, Mr. Rubin served as Secretary of Ideation. No other member of the Compensation Committee is a current or former officer or employee of ours or any of our subsidiaries. None of the members of our Compensation Committee had any relationship required to be disclosed under this caption under the rules of the Securities and Exchange Commission (the “SEC”).

Board Meetings; Annual Meeting Attendance; Independence

The Board oversees our business and affairs and monitors the performance of management. The Board met regularly during the year ended December 31, 2016 and continues to meetmeets regularly to review matters affecting our Company and to act on matters requiring Board approval. The Board also holds special meetings whenever circumstances require and may act by unanimous written consent. During 2016,2017, the Board held three meetings and took action by unanimous written consent on eightsix occasions. All of our directors attended at least 75% of our Board and committee meetings held in person or by proxy. The Board encourages, but does not require, its directors to attend the Company’s annual meeting. All then current directors attended the 20162017 Annual Meeting of Stockholders.

As required by the listing standards of the NASDAQ Stock Market (“NASDAQ”), a majority of the members of the Board must qualify as “independent,” as affirmatively determined by the Board. Our board of directorsBoard determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent.”

As a result of the Board’s review of the relationships of each of the Nominees for election todirectors that served on the Board during the year ended December 31, 2017, the Board hasaffirmatively determined that a majority of its 2017 directors, Messrs. Benz, Fried, Mathis, Rubin, and Swayman, were “independent” directors within the meaning of the NASDAQ listing standards and applicable law.

As a result of the Board’s review of the relationships of each of its current directors (each a Nominee), the Board affirmatively determined that a majority of its current directors, and Nominees, Messrs. Benz, Fried,Frawley and Mathis, Rubin, and Swayman, are “independent” directors within the meaning of the NASDAQ listing standards and applicable law.

Code of Ethics

The Company has adopted a Code of Ethics, which is applicable to the Company’s directors, officers, and employees, including the Company’s principal executive officer and principal financial officer. The Code of Ethics is published on the Company’s website atwww.cogint.comwww.fluentco.com on the Investor Relations page.Investors page under the corporate governance link. We will disclose on our website amendments to or waivers from our Code of Ethics on our website in accordance with all applicable laws and regulations.

Board Leadership Structure

The CompanyBoard does not currently have a Chairman. Mr. Schulke is led by Michael Brauser, who has served asour Chief Executive Officer and a directordirector. The Board is considering the possibility of the Company and our Executive Chairman since June 2015. The Executive Chairmanadding one or more additional Board members, one of whom it is the individual selected by the Board to manage our Company on a day to day basis. A number of factors support the leadership structure chosen by the Board, including, among others, that his direct involvement in our business operations makes him best positioned to lead productive Board strategic planning sessions and determine the time allocated to each agenda item in discussions of our Company’s short- and long-term objectives. Although we have no formal policycontemplated will take on the separationrole of our lead executive and chairman of the board, we believe that our current leadership structure is suitable for us. Five of our directors satisfy NASDAQ independence requirements. Our Board also includes two management directors other than Mr. Brauser. The Company does not have a member of our Board who is formally identified as the lead independent director, however Dr. Phillip Frost serves as our Vice Chairman. Also, independentIndependent directors head each of our Board’s three standing committees — the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, and each of the committees is comprised solely of independent directors.

Board Oversight of Enterprise Risk

The Board’s role in the risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, cybersecurity and

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strategic and reputational risks. In connection with its reviews of the operations of the

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Company’s business and its corporate functions, the Board considers and addresses the primary risks associated with these operations and functions. Our full Board regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed.

In addition, each of the Board’s committees, and particularly the Audit Committee, plays a role in overseeing risk management issues that fall within such committee’s areas of responsibility. Senior management reports on at least a quarterly basis to the Audit Committee on the most significant risks facing the Company from a financial reporting perspective and highlights any new risks that may have arisen since the Audit Committee last met. The Audit Committee also meets regularly in executive session with the Company’s independent registered public accounting firm and reports any findings or issues to the full Board. In performing its functions, the Audit Committee and each standing committee of the Board has full access to management, as well as the ability to engage advisors. The Board receives regular reports from each of its standing committees regarding each committee’s particularized areas of focus.

Committees

The standing committees of the Board are the Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act, the Compensation Committee, and the Corporate Governance and Nominating Committee.

Audit CommitteeCommittee.

The members of the Audit Committee before theSpin-off were Peter Benz (Chairman), Donald Mathis, and Robert Swayman, all of whom are independent directors as determined by the NASDAQ listing standards. The members of the Audit Committee following theSpin-offare Peter Benz (Chairman), Robert SwaymanAndrew Frawley and Donald Mathis, all of whom are independent directors as determined by the NASDAQ listing standards. The Board has determined that Mr. Benz is an audit committee financial expert as defined in Item 407(d)(5)(ii) ofRegulationS-K. During 2017, the Audit Committee held five meetings and took one action by written consent.

The functions of the Audit Committee include retaining our independent registered public accounting firm, reviewing its independence, reviewing and approving the planned scope of our annual audit, reviewing and approving any fee arrangements with our independent registered public accounting firm, overseeing its audit work, reviewing andpre-approving anynon-audit services that may be performed by our independent registered public accounting firm, reviewing the adequacy of accounting and financial controls, reviewing our critical accounting policies and reviewing and approving any related party transactions. Additional information regarding the Audit Committee is set forth in the Report of the Audit Committee below.

The Board has adopted a written charter for the Audit Committee which the Audit Committee reviews and reassesses for adequacy on an annual basis. A copy of the Audit Committee’s charter is located on our website atwww.cogint.comwww.fluentco.com.

The Audit Committee held six meetings during 2016 and took no action by written consent. on the Investors page under the corporate governance link.

Compensation CommitteeCommittee.

The members of the Compensation Committee areprior to theSpin-off were Steven Rubin (Chairman), Peter Benz, Robert Fried and Donald Mathis, all of whom are independent directors as determined by the NASDAQ listing standards. The members of the Compensation Committee after theSpin-off are Donald Mathis (Chairman), Peter Benz and Donald Mathis,Andrew Frawley, all of whom are independent directors as determined by the NASDAQ listing standards. The Compensation Committee is responsible for reviewing and approving compensation of the Company’s executive officers and for advising the Board with respect to compensation of the members of the Board or any committee thereof. During 2017, the Compensation Committee held two meetings and took two actions by written consent. The Board has affirmatively determined that each of Messers. Rubin, Fried, Benzadopted a written charter for the Compensation Committee and Mathis are independent pursuant to Rule 5605 of the NASDAQ listing standards.reassesses for adequacy on an annual basis. A copy of the Compensation Committee’s charter is located on our website atwww.cogint.comwww.fluentco.com. on the Investors page under the corporate governance link.

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The Compensation Committee held six meetings during 2016seeks to ensure that the executive pay program reinforces the Company’s compensation philosophy and took no action by written consent.

aligns with the interests of our stockholders. The Compensation Committee Interlocksalso periodically monitors any potential risks associated with the Company’s compensation program and Insider Participationpolicies.

The members of our Compensation Committee during the year ended December 31, 2016 were Steven Rubin (Chairman), Robert Fried, Peter Benz and Donald Mathis. From November 2007 to October 2009, Mr. Fried served as President and Chief Executive Officer of Ideation. From June 2007 to October 2009, Mr. Rubin served as Secretary of Ideation. No member of the Compensation Committee is a current or former officer or employee of ours or any of our subsidiaries. None of the members of our Compensation Committee had any relationship required to be disclosed under this caption under the rules of the Securities and Exchange Commission (the “SEC”).

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Corporate Governance and Nominating Committee

The members of the Corporate Governance and Nominating Committee areprior to theSpin-off were Peter Benz, Robert Fried and Steven Rubin, all of whom are independent directors determined by the NASDAQ listing standards. The members of the Corporate Governance and Nominating Committee after the Spin-off are Andrew Frawley (Chairman), Peter Benz.Benz and Donald Mathis, all of whom are independent directors determined by the NASDAQ listing standards. The Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof; recommending nominees for election as directors at each annual stockholder meeting; recommending candidates to fill any vacancies on the Board or any committee thereof; and overseeing the evaluation of the Board. The Corporate Governance and Nominating Committee did not hold a separate meeting during 2017 and took one action by written consent. The Board has adopted a written charter for the Corporate Governance and Nominating Committee. A copy of the Corporate Governance and Nominating Committee’s charter is located on our website atwww.cogint.comwww.fluentco.com.

The Nominating Committee held no meetings during 2016 and took action by written consent one time. on the Investors page under the corporate governance link.

Communications with our Board of Directors

Any stockholder who wishes to send a communication to our Board should address the communication either to the Board or to the individual director in care of Joshua Weingard,Daniel Barsky, General Counsel and Corporate CounselSecretary of Cogint,Fluent, Inc. at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.33 Whitehall Street, 15th Floor, New York, New York 10004. Mr. WeingardBarsky will forward the communication either to all of the directors, if the communication is addressed to the Board, or to the individual director, if the communication is addressed to a specific director. Mr. Barsky will forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the stockholders, to the functioning of the Board, or to the affairs of Fluent.

Nominees for Director and Other Stockholder Proposals

Stockholder proposals intended to be presented at our 2019 annual meeting of stockholders must be received by our Corporate Secretary at 33 Whitehall Street, 15th Floor, New York, New York 10004 not later than December 31, 2018, to be considered for inclusion in our proxy materials, pursuant to Rule14a-8 under the Exchange Act.

The Corporate Governance and Nominating Committee will consider all qualified director candidates identified by various sources, including members of the Board, management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those identified from other sources. The Corporate Governance and Nominating Committee is responsible for reviewing each candidate’s biographical information and assessing each candidate’s independence, skills, qualifications, and expertise based on a number of factors. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Corporate Governance and Nominating Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural backgrounds, and professional expertise, among other factors.

Only persons who are nominated in accordance with the procedures set forth in our bylaws will be eligible for election as directors. Nominations of persons for election to the Board and other proposals presented to our

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stockholders may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board or (ii) by any stockholder of the Company entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in our bylaws. Such nominations and other proposals presented to our stockholders, other than those made by or at the direction of the Board, shall be made by timely notice in writing to the Corporate Secretary of the Company. To be timely, a stockholder’s nomination for a director or other stockholder proposal must be delivered to the Corporate Secretary at the Company’s principal executive offices notno later than the close of business on the ninetieth (90^th) day, nor earlier than the close of business on the one hundred twentieth (120^th) day, before the first anniversary of the preceding year’s annual meeting. The stockholder’s notice shall set forth as to each person whom the stockholder proposes to nominate for election as a director: (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or all information that is required in connection with a stockholder proposal, in each case pursuant to and in accordance with the Section 14(a) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Messrs. Schulke Pursuant to our bylaw requirements and Mathis have been nominated to the Board in accordance with the Stockholders’ Agreement entered into in connection with the Fluent Acquisition, which provides in partassuming that beginning with the firstour 2019 annual meeting of stockholders followingis held on June 6, 2019, any stockholder proposal to be considered at the closing2019 annual meeting, including nominations of the Fluent Acquisition and thereafterpersons for so long as the Fluent stockholders beneficially own, in the aggregate, at least 30%election to our board of the shares issued in the Fluent Acquisition, Sellers are entitleddirectors, must be properly submitted to nominate two individuals to the Board.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018

Grant Thornton LLP (“Grant Thornton”) currently serves as the Company’s independent registered public accounting firm. Grant Thorntonfirm and has acted in such capacitydone so since its appointment effective July 14, 2015. A representative of Grant Thornton is expected to be present at the Meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

Changes in Independent Registered Public Accounting

Effective July 14, 2015,We are asking our stockholders to ratify the Committee appointedappointment of Grant Thornton as the Company’s principalour independent registered public accountant to audit the Company’s consolidated financial statementsaccounting firm for the fiscal year endedending December 31, 2015. In connection with2018. Although ratification is not required by our bylaws or otherwise, our Board is submitting the appointment of Grant Thornton to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the appointment of Grant Thornton, the Audit Committee dismissed RBSM LLP (“RBSM”) effective July 14, 2015, as the Company’swill consider whether it is appropriate and advisable to appoint a different independent registered public accountants. RBSM had servedaccounting firm. Even if our stockholders ratify the appointment of Grant Thornton, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time if it determines that such a change would be in the best interests of our company and our stockholders.

Vote Required and Board Recommendation:

Proposal 2 requires the affirmative vote of the holders of a majority in voting power of the shares of common stock which are present in person or by proxy at the Meeting and entitled to vote.

The Board recommends that you vote “FOR” the ratification of the appointment of Grant Thornton as the Company’sour independent registered public accountant since its engagement on May 14, 2015. RBSM did not issue a report on the Company’s financial statementsaccounting firm for the year endedending December 31, 2015.

During the period May 14, 2015 through July 14, 2015, the Company had not had any disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to RBSM’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods. During the period May 14, 2015 through July 14, 2015, there were no reportable events, as defined in Item 304(a)(1)(v) of RegulationS-K.

On May 14, 2015, the Committee appointed RBSM as the Company’s principal independent registered public accountant to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2015. This action effectively dismissed Marcum Bernstein & Pinchuk LLP (“MBP”) as of May 14, 2015, as the Company’s principal independent registered public accountants.

The audit report of MBP on the financial statements of the Company, as of and for the years ended December 31, 2014 and December 31, 2013, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2014 and 2013, there were no disagreements with MBP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to MBP’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended December 31, 2014 and 2013 and through May 14, 2015, there were no reportable events of the type described in Item 304(a)(1)(v) of RegulationS-K.

Previously, the consolidated financial statements of Company subsidiary IDI Holdings, LLC (“IDI Holdings”), formerly The Best One, Inc., for the year ended December 31, 2014 (the “2014 Financials”) were audited by L.L. Bradford & Company, LLP (“LLB”); however, LLB is no longer PCAOB registered and, as a result, the Company can no longer include LLB’s audit opinion with the Company’s filings. As a result, on March 15, 2016, the Committee appointed RBSM for the sole purpose of auditing IDI Holdings’ 2014 Financials.2018.

Auditor Fees Andand Services

The following table sets forth the fees billed to the Company by the Company’s independent registered public accountants, Grant Thornton, for the years ended December 31, 20162017 and December 31, 2015.2016.

registered public accounting firm. The Audit Committee is also responsible for considering whether the independent registered public accounting firm’s performance ofpermissiblenon-audit services services is compatible with its independence. The Audit Committee chairman has authority tograntpre-approvals of of audit andpermissiblenon-audit services services by the independent registered public accounting firm provided thatallpre-approvals by by the chairman must be presented to the full Audit Committee at its next scheduled meeting. Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by the applicable auditors for the years endedending on December 31, 2017 and December 31, 2016, and December 31, 2015, as described above.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements and for the report process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm. We have engaged Grant Thornton as our independent public accountants to report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States. In this context, the Audit Committee hereby reports as follows:

The foregoing has been furnished by the Audit Committee:

Peter Benz (Chairman)

Robert SwaymanAndrew Frawley

Donald Mathis

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This “Audit Committee Report” is not “Soliciting Material,” and is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT12

MANAGEMENT

Executive Officers

The following statement made bytable sets forth certain information with respect to our Compensation Committee does not constitute soliciting materialcurrent executive officers.

The biographical information for Messrs. Schulke and should not be deemed filed or incorporated by reference into any filing underConlin is included above in Proposal 1 — Election of Directors.

Ryan Perfit was appointed the Securities ActCompany’s Interim Chief Financial Officer effective as of 1933,theSpin-off Date. Mr. Perfit has served as amended, or the Securities Exchange ActSenior Vice President, Finance of 1934,Fluent, LLC, a wholly-owned Company subsidiary, since December 2015. He joined Fluent, LLC in 2012, as amended, except to the extent that we specifically incorporate such statement by reference.

Cogint’s Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b)a Director of RegulationS-K and, based on such review and discussion, the Compensation Committee recommended to the BoardFinance. Before joining Fluent, LLC, Mr. Perfit served as Chief Financial Officer of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by referenceBlue Parallel, LLC, a privately held company engaged in the travel and leisure industry. Mr. Perfit graduated with a BSM in Finance and Accounting from Tulane University.

Donald Patrick was appointed the Company’s Annual Report on FormChief Operating Officer as of the10-KSpin-off forDate. Mr. Patrick joined Fluent, LLC as its Chief Operating Officer in January 2018. Mr. Patrick served as Chief Executive Officer of Seneca One Finance, Inc., a specialty consumer finance company, from 2014 to 2017. From 2011 to 2013, he served as President of Infogroup Marketing Services, a business unit of InfoGROUP, Inc. Before that Mr. Patrick served as Chief Operating Officer of Merkle from 1997 to 2010. He graduated with a MBA from the fiscal year ended December 31, 2016.University of Chicago and a BA from St. Lawrence University.

Compensation Committee:

Steven D. Rubin — Chairman13

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This discussion and analysis describes the material elements of compensation awarded to, earned by, or paid to the Company’s named executive officers of the Company during 2016,2017, and provides a brief summary of the compensation to be paid to the Company’s executive officers in 2018.

Our Named Executive Officers

During 2017, each of Michael Brauser, Derek Dubner, James Reilly, Daniel MacLachlan, Jeff Dell and Harry Jordan served as executives officers of the Company, and are deemed our “named executive officers” for the year ended December 31, 2017. Throughout this analysis, thethese individuals who served as the Chief Executive Officer and Chief Financial Officer during 2016, as well as other individuals included in the Summary Compensation Table and other tables below, are referred to as the “named executive officers.”

Background. During 2014 Effective as of theSpin-off Date, Mr. Brauser resigned as Chairman of the Company, Mr. Dubner resigned as a director of the Company and beforeas the March 21, 2015 merger (“TBO Merger”) between Tiger Media, Inc. (“Tiger Media”) and The Best One, Inc. (“TBO”), Tiger Media was engaged in the outdoor advertising business in China. Before the TBO Merger, Peter W.H. Tan served asCompany’s Chief Executive Officer, of Tiger Media and following the TBO Merger, whereby TBO became a wholly-owned subsidiary of the Company, Derek Dubner joined Peter Tan asCo-Chief Executive Officers of the Company. Jacky Wang joined Tiger Media as Chief Financial Officer on August 1, 2014. Before Mr. Wang, during 2014, Peter Tan served as Interim Chief Financial Officer. Tiger Media changed its name to IDI, Inc. in April 2015. Company subsidiary TBO changed its name to IDI Holdings in March 2015. In June 2015, in connection with the continuing shift in the Company’s focus towards the big dataDell, Mr. MacLachlan, and analytics sector via subsidiary Interactive Data, the Company’s Board approved a plan to discontinue the operations of its Chinese- and British Virgin Islands-based subsidiaries. None of the executives serving the Company during 2014 and through completion of the TBO Merger served as a named executive officer during 2016 and as such neither this discussion nor the tables that follow include 2014 information.

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In June 2015, the Board appointed Michael BrauserMr. Reilly resigned from their respective positions as the Company’s Executive Chairman and principal executive officer, Aaron Solomon as interim Chief FinancialInformation Officer, James Reilly as President and Chief Operating Officer, and Mr. Wang changed position from Chief Financial Officer to Chief Accounting Officer. In March 2016, Daniel MacLachlan, who had been the Chief Financial Officer of TBO until early February 2015, was appointed Chief Financial Officer and Mr. Solomon was appointed Senior Vice President of Finance and Administration. InPresident. Also, on December 2015,1, 2017, the Company provided Peter Tan noticeterminated the services ofnon-renewal of his employment agreement. In March 2016, the Company’s Board of Directors removed Mr. Tan asCo-Chief Executive Officer and appointed Derek Dubner as sole Chief Executive Officer. In July 2016, a temporary injunction was entered against Mr. Reilly, in the matter of TransUnion Risk and Alternative Data Solutions, Inc. vs. James Reilly. On March 23, 2017, the court granted Mr. Reilly’s motion to modify the temporary injunction from a period of two years to one year. Mr. Reilly is scheduled to resume performance of services for the Company on July 1, 2017. During the pendency of the temporary injunction, Mr. Reilly’s responsibilities as President and Chief Operating Officer were assigned to Mr. Dubner. In August 2016, the Board appointed Harry Jordan, as the Company’s Chief Operating Officer. In September 2016,

Effective as of theSpin-off Date, the Board appointed Jeff DellFluent, LLC’s senior management team as executive officers of the Company as follows: Ryan Schulke, Chief InformationExecutive Officer (principal executive officer); Matthew Conlin, President; Ryan Perfit, Interim Chief Financial Officer (principal financial and accounting officer); and Donald Patrick, Chief Operating Officer. Also,

Changes in September 2016, IDI, Inc. changed its name to Cogint, Inc.the Compensation Committee

During 2017 and transferred its common stock exchangethrough theSpin-off Date (other than Mr. Rubin, who resigned effective March 12, 2018), the members of the Compensation Committee were Steven Rubin (Chairman), Robert Fried, Peter Benz, and Donald Mathis, all of whom are independent directors as determined by the NASDAQ listing to Thestandards. Effective as of theSpin-off Date, the members of the Compensation Committee are Donald Mathis (Chairman), Peter Benz, and Andrew Frawley, all of whom are independent directors as determined by the NASDAQ Stock Market from the NYSE MKT.listing standards.

Material Elements of Our Compensation Policy

The core objective of our compensation programs for 20162017 was to secure and retain the services of highly qualified executives, with the goal of conserving cash andusingnon-cash compensation compensation as an incentive. We usePrior to theSpin-off, we used a combination of salary and long-term equity incentives, principally in the form of restricted stock units (“RSUs”),RSUs, to compensate our executives. After theSpin-off, we intend to add performance-based cash bonuses as the third key element of our compensation program, subject to review and approval of our Compensation Committee.

The Compensation Committee has not engaged the services of outside compensation consultants nor has it used any specific formula, factors, or particular criteria to be met by a named executive officer or assigned any relative weight to any factors or criteria. Rather the Compensation Committee has considered, holistically, the experience, skills, knowledge and responsibilities of the named executive officers in their respective roles taking into account the strategic direction of the business. Thus, as our business has shifted focus from the outdoor advertising business to big data and analytics, we have evolved our compensation strategy to align with our revised strategic focus.

Grants of equity awards are designed to provide a strong incentive for achieving long-term results by aligning the interests of our executives with those of our stockholders, while at the same time encouraging our

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executives to remain with the Company. The Compensation Committee believes our compensation programs for the named executive officers iswas appropriately based upon the Company’s performance and the performance and level of responsibility of the executive officer.

Before the TBO Merger, compensation matters were largely determined by the Compensation Committee, with input from Mr. Tan other than with respect to his compensation. The Compensation Committee is responsible for the oversight, implementation, and administration of all of the executive compensation plans and programs. At that time, the Compensation Committee was comprised of Steven D. Rubin, who was the Chairman, and Robert Fried. After the TBO Merger, and the subsequent discontinuation of the outdoor advertising business, Messrs. Brauser and Dubner made recommendations to the Compensation Committee other than with respect to their own respective compensation. In December 2015, Donald Mathis, a Fluent designee to our Board, joined the Compensation Committee. In September2016, Peter Benz joined the Compensation Committee.

Long-Term Equity Incentive Compensation

One of the key elements of our compensation strategy is long-term equity incentives, principally RSUs. A predecessor of the Company adopted the SearchMedia International Limited (“SMIL”) 2008 Amended and

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Restated Share Incentive Plan (the “2008 Plan”), which established an initial pool of 359,370 equity awards to employees, directors and consultants (SMIL was combined with Ideation Acquisition Corp., a predecessor of the Company in 2009). The 2008 Plan was approved by the combined entities’ stockholders at a Special Meeting of Stockholders held on October 27, 2009 and was later amended to increase the number of eligible equity awards to 600,000 shares, and in September 2011, to 900,000 shares and to 1.2 million shares in December 2013.

In April 2015, the Compensation Committee adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which provided a pool of 2.5 million equity awards. The 2015 Plan was approved by the Company stockholders at the Annual Meeting of Stockholders in June 2015. In November 2015, the Board approved an increase of the 2015 Plan from 2.5 million shares to 12.5 million shares. The Compensation Committee determined the increase in the 2015 Plan was warranted as a result of the Company’s acquisition by merger of Fluent, LLC and the need to establish a pool of equity awards for the Fluent, LLC employees, as well as the anticipated expansion of the Company’s business, including additional personnel. The increase in the 2015 Plan was approved by the Company stockholders at the Annual Meeting of Stockholders held in June 2016. Effective September 6, 2017, the Board and the Company’s Compensation Committee approved an increase in the 2015 Plan by one million shares, resulting in an aggregate of 13.5 million shares of common stock issuable under the 2015 Plan. Stockholders representing a majority in voting power of the Company approved the amendment to the 2015 Plan on September 6, 2017 and the amendment was effective on January 8, 2018.

2016 At the Meeting, we are seeking stockholder approval of the 2018 Fluent, Inc. Stock Incentive Plan (“2018 Plan”). The 2018 Plan authorizes the issuance of ten percent of the Company’s issued and outstanding shares of common stock from time to time.

Compensation Policies and 2017 Compensation MattersBefore theSpin-off

We continue our policyThe Company maintains its compensation policies to secure and retain the services of highly-qualified executives and to provide compensation to our executives commensurate and aligned with our performance, advancing both our short- and long-term interests and those of our stockholders. We utilize base salaryandnon-cash long-term long-term incentives to retain talented executives while conserving cash resources and leveraging a greater portion of overall compensationto non-cash, long-term equity incentives. Prior to thenon-cash,Spin-off when the Company was constrained in its cash resources, the Company’s compensation program skewed more heavily to using more long-term equity incentives.incentive compensation to both align the interests of its executives with those of its stockholders while at the same marshalling its cash resources.

When determining base salary, the Compensation Committee did not use any specific formula, factors, or particular criteria to be met by a named executive officer and did not assign any relative weight to any factors or criteria to be considered. Rather, the Compensation Committee exercised its judgment, discretion, and experience with developing businesses by considering all factors deemed relevant. In determining base salaries for 2016,2017, the Compensation Committee considered the experience, skills, knowledge, and responsibilities of the named executive officers in their respective roles.

As a resultCompensation of providing certain consulting services, Mr. Brauser was granted 175,000 RSUs in April 2015, which vest over three years. Named Executive Officers

Mr. Brauser was elected to the Company’s Board and was appointed Executive Chairman in June 2015. Mr. Brauser began receiving an annual salary of $1.00 commencing in September 2015. Before his appointment

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as Executive Chairman, and as a result of providing certain consulting services, Mr. Brauser was granted 175,000 RSUs in April 2015 (the “Brauser 2015 RSUs”), which vested over three years.

In recognition of Mr. Brauser’s efforts, including those as the driving force in identifying Fluent, LLC as a strategic merger partner and consummating the transaction in December 2015, based on Mr. Brauser’s preference that compensation for his efforts on behalf of the Company be aligned primarily with the interests of the Company and its stockholders, the Compensation Committee approved and the Company entered into an employment agreement with Mr. Brauser on November 16, 2015 to increase his salary to $25,000 per annum and provide for the award of 5.0 million RSUs outside of the 2015 Plan, subject to stockholder approval (the “Brauser Fluent RSUs”). The Brauser Fluent RSUs were approved at the 2016 Annual Meeting of Stockholders. The Brauser Fluent RSUs vest over a four-year period, provided that the Company has gross revenue in excess of $100 million and positive EBITDA in any one fiscal year during the vesting period (the “Performance Vesting Conditions”). The Company determined the Performance Vesting Conditions were met, effective March 14, 2017, and as a result, 1.25 million of the Brauser Fluent RSUs vested. Mr. Brauser has elected to defer delivery of any vested Brauser Fluent RSUs until his separation from service from the Company or death or disability. In addition, the Brauser Fluent RSUs will vest immediately upon: (i) a change in control, (ii) a termination of Brauser’s employment without cause, (iii) Mr. Brauser’s termination of his employment for good reason, or (iv) his death or disability (as such terms are defined in the amended employment agreement) (the “Additional Vesting Conditions”).

On April 13, 2017, the Compensation Committee granted Mr. Brauser received a grant of 125,000 RSUs.RSUs for his contributions to the Company (the “Brauser 2017 RSUs” and together with the Brauser 2015 RSUs and the Brauser Fluent RSUs, the “Brauser RSUs”). The Brauser 2017 RSUs vest over three years on June 1, 2017, 2018 and 2019, subject to accelerated vesting under certain conditions. Within 30 days of the effective grant date, Mr. Brauser may electelected to defer delivery of any vested Brauser 2017 RSUs until a later date.

Effective on June 23, 2017, the employment agreement with Mr. Brauser was terminated, and Mr. Brauser continued to serve as Chairman of the Board in a non-executive capacity. On September 6, 2017, the Company entered into a consulting services agreement with Mr. Brauser, effective on June 23, 2017, for a term of four years, under which Mr. Brauser served as a strategic advisor to the Company and devoted up to ten hours per month providing the Company services relating to its organizational and capital structure, future financing needs, and future acquisitions and strategic transactions. In consideration of Mr. Brauser’s services, the consulting agreement provided for continued vesting on all outstanding Brauser RSUs granted before the effective date of the consulting services agreement. On December26, 2017, 1.25 million shares of common stock underlying vested Brauser RSUs were delivered to Mr. Brauser. Also, on January 2, 2018, 1.25 million shares of common stock underlying vested Brauser RSUs were delivered to Mr. Brauser. Additionally, on March 9, 2018, the Board accepted the resignation of Mr. Brauser as Chairman of the Board, to be effective on theSpin-off Date. In connection withSpin-off, on March 12, 2018, all unvested Brauser RSUs were vested and the underlying shares of common stock delivered and all shares of common stock underlying vested Brauser RSUs subject to deferred delivery were delivered.

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Mr. Dubner served asourCo-Chief Executive Executive Officer from March 2015 until his appointment as sole Chief Executive Officer onin March 2016. Prior toBefore the TBO Merger (as defined below), Mr. Dubner was employed by TBOThe Best One, Inc. (“TBO”) pursuant to a September 30, 2014 Employment Agreement that was amended in March 2015. The Company assumed Mr. Dubner’s agreement as part of theits acquisition of TBO, Merger, whereby TBO becamenow known as IDI Holdings, LLC, a wholly-owned subsidiary of the Company.Red Violet (the “TBO Merger”), when Mr. Dubner’s base salary was $200,000 and the$200,000. Mr. Dubner’s agreement provided for atwo-year term. The agreement provides that if his employment is terminated without cause or as a result of any successor refusing to accept assignment, or by Mr. Dubner for good reason, or by the Company due to an adverse ruling, as those terms are defined in the agreement, Mr. Dubner will be paid severance equal to the greater of (x) Mr. Dubner’s base salary for the remainder of the two year term in accordance with the Company’s payroll practices in effect from time to time and (y) two (2) years of Mr. Dubner’s base salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, Mr. Dubner is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B to the employment agreement. Mr. Dubner’s agreement provided for an initial grant of 400,000 RSUs, which vest quarterly over the term of the agreement. The agreement and immediately vest upon a change of control of TBO, however,provided for severance if Mr. Dubner’s employment was terminated for reasons other than cause equal to his base salary for the March 17, 2015 amendment provided that the TBO Merger would not constitute automatic vestingbalance of the initial TBO RSU grants.

term, provided he is not in violation of the restrictive covenants contained in the agreement. The agreement provided for a cash bonus of $100,000 upon consummation of TBO’s sale, merger, consolidation, share exchange or like transaction with a publicly-traded entity and also provided for a cash bonus of $150,000

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upon raising the first $5.0 million in any financing or series of related financings following a transaction that triggers the first bonus. Mr. Dubner was paid the $100,000 bonus on the closing of the TBO Merger and was paid the $150,000 bonus following the July 23, 2015 registered direct placement of Company shares which resulted in approximately $10.0 million in gross proceeds. On April 29, 2015 Mr. Dubner was granted an additional 175,000 RSUs, which vest over three years.

On August 22, 2015, the Compensation Committee increased Mr. Dubner’s salary to $264,000 per annum, based on his individual and the Company’s performance. In recognition of his efforts in closing the Fluent, AcquisitionLLC acquisition and related transactions, the Compensation Committee amended Mr. Dubner’s agreement on November 16, 2015 to reflect the previous increase in base salary, to award him 500,000 RSUs under the 2015 Plan, and to extend the term until September 30, 2017. The RSUs vest over three years and are subject to the Performance Vesting Conditions and the Additional Vesting Conditions. The Company determined the Performance Vesting Conditions were met, effective March 14, 2017. On July 7, 2016, the Compensation Committee increased Mr. Dubner’s salary to $325,000 per annum, effective July 1, 2016, based on his individual performance and the Company’s performance in the preceding year.

On April 11, 2017, the Compensation Committee amended Mr. Dubner’s agreement to extend the term of his employment through April 30, 2020 and to award him 125,000 RSUs under the 2015 Plan effective April 13, 2017. The RSUs2017, which vest over three years, withone-third of such RSUs having vested on June 1, 2017 and the remaining RSUs vesting in equal amounts on June 1, 2018 and 2019. Such RSUs vest in full upon a Company change in control, termination of Mr. Dubner without cause, termination by Mr. Dubner for good reason, Mr. Dubner’s death or disability, or a termination of Mr. Dubner due to an “adverse ruling” (as each such term is defined in the employment agreement).

On September 5, 2017, the Compensation Committee approved an equity grant under the 2015 Plan to Mr. SolomonDubner of 300,000 shares of restricted stock effective September 7, 2017. 150,000 of such shares vested on the effective date of the grant and the remaining 150,000 vest in equal amounts on each of September 1, 2018 and 2019.

On March 12, 2018, Mr. Dubner resigned as the Company’s Chief Executive Officer, effective on theSpin-off Date. In connection withSpin-off, on March 12, 2018, all unvested RSUs and shares of restricted stock held by Mr. Dubner were vested and the underlying shares of common stock delivered.

Mr. Reilly served as the Company’s InterimPresident and Chief FinancialOperating Officer from June 2015 through July 2016. Before the TBO Merger, Mr. Reilly was employed by TBO pursuant to a September 30, 2014 Employment Agreement, as amended on March 29, 201617, 2015. The Company assumed Mr. Reilly’s agreement as part of the TBO Merger. Mr. Reilly’s base salary was $200,000 and the agreement provided for atwo-year term. Mr. Reilly’s agreement provided for an initial grant of 200,000 RSUs, which vest quarterly over the term of the agreement. The agreement provided for a cash bonus of $100,000 upon consummation of TBO’s sale, merger, consolidation, share exchange or like transaction with a publicly-traded entity. Mr. Reilly was appointedpaid the $100,000 bonus on the closing of the TBO Merger.

On August 22, 2015, the Compensation Committee increased Mr. Reilly’s salary to $264,000 per annum, based on his individual and the Company’s Senior Vice President of Finance & Administration on March 29, 2016. His salary is $158,000 per annum, and he was awarded 50,000 RSUs on April 29, 2015. The RSUs vest over three years.performance. In recognition of his efforts in closing the Fluent, Acquisition,LLC acquisition and related transactions, the Compensation Committee amended Mr. Solomon was granted 50,000Reilly’s agreement on November 16, 2015 to reflect the previous increase in base salary, to award him 500,000 RSUs thatunder the 2015 Plan, and to extend the term until September 30, 2017. The RSUs vest over three years and are subject to certain vesting conditions.

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In July 2016, a temporary injunction was entered against Mr. Reilly, in the Performance Vesting Conditionsmatter of TransUnion Risk and Alternative Data Solutions, Inc. vs. James Reilly. On March 23, 2017, the court granted Mr. Reilly’s motion to modify the temporary injunction from a period of two years to one year. During the pendency of the temporary injunction, Mr. Reilly’s responsibilities as President were assigned to Mr. Dubner. Mr. Reilly resumed performance of services for the Company as President effective July 1, 2017.

On September 7, 2017, the Compensation Committee amended Mr. Reilly’s agreement to extend the term of his employment through April 30, 2020 and modify some of its termination provisions. Additionally, the Compensation Committee accelerated the vesting and delivered the shares including 166,667 unvested RSUs awarded to Mr. Reilly that vested on November 16, 2017.

On March 12, 2018, Mr. Reilly resigned as the Company’s President, effective on theSpin-off Date. In connection withSpin-off, on March 12, 2018, all unvested RSUs held by Mr. Reilly were vested and the Additional Vesting Conditions. The Company determined the Performance Vesting conditions were met, effective March 14, 2017. On April 13, 2017, Mr. Solomon received a grantunderlying shares of 30,000 RSUs. The RSUs vest over three years on June 1, 2017, 2018 and 2019, subject to accelerated vesting under certain conditions. Within 30 days of the effective grant date, Mr. Solomon may elect to defer delivery of any vested RSUs until a later date.common stock delivered.

In March 2016, the Board appointed Mr. MacLachlan as Chief Financial Officer and principal financial officer. Pursuant to the terms of his employment agreement with TBO effective on October 2, 2014, as amended,

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which was assumed by the Company in the TBO Merger, whereby TBO became a wholly-owned subsidiary of the Company the Company payspaid Mr. MacLachlan an annual salary of $185,000, and under the agreement, Mr. MacLachlan received 50,000 RSUs, which vested in equal quarterly installments during the term of the agreement and were delivered at the end of thetwo-year vesting period. On December 11, 2014, Mr. MacLachlan was granted 50,000 RSUs which vested in equal quarterly installments over atwo-year term and were delivered at the end of such term. The term of the assumed employment agreement was through September 30, 2016. The Compensation Committee ratified Mr. MacLachlan’s employment agreement in March 2016. In October 2016, the Company entered into a second amendment to employment agreement with Mr. MacLachlan relating to his service as Chief Financial Officer of the Company (the “MacLachlan Amendment”). Pursuant to the MacLachlan Amendment, the Company and Mr. MacLachlan agreed to extend the term of his employment through September 30, 2017. All other terms of Mr. MacLachlan’s employment agreement remain unchanged. On July 7, 2016, the Compensation Committee increased Mr. MacLachlan’s salary to $220,000 per annum, effective July 1, 2016, based on his individual and the Company’s performance in the preceding year. Effective January 1, 2017, the Compensation Committee increased Mr. MacLachlan’s salary to $226,269 per annum.

On April 11, 2017, the Compensation Committee amended Mr. MacLachlan’s agreement to extend the term of his employment through April 30, 2020 and to award him 100,000 RSUs under the 2015 Plan effective April 13, 2017. The RSUs201, which vest over three years, withone-third of such RSUs having vested on June 1, 2017 and the remaining RSUs vesting in equal amounts on June 1, 2018 and 2019. Such unvested RSUs vest in full upon a Company change in control, termination of Mr. MacLachlan without cause, termination by Mr. MacLachlan for good reason, Mr. MacLachlan’s death or disability, or a termination of Mr. MacLachlan due to an “adverse ruling” (as each such term is defined in the employment agreement). The agreement provides that if his employment is terminated without cause or as a result of any successor refusing

On September 5, 2017, the Compensation Committee approved an equity grant under the 2015 Plan to accept assignment, or by Mr. MacLachlan for good reason, or by the Company due to an adverse ruling, as those terms are defined in the agreement,of 350,000 shares of common stock effective September 7, 2017.

On March 12, 2018, Mr. MacLachlan will be paid severance equal to the greater of (x) Mr. MacLachlan’s base salary for the remainder of the term in accordance with the Company’s payroll practices in effect from time to time and (y) two (2) years of Mr. MacLachlan’s base salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, Mr. MacLachlan is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B to the employment agreement.

On August 8, 2016, the Board appointed Harry Jordanresigned as the Company’s Chief Operating Officer.Financial Officer, effective on theSpin-off Date. In connection withSpin-off, on March 12, 2018, all unvested RSUs held by Mr. Jordan receives an annual salaryMacLachlan were vested and the underlying shares of $225,000. Additionally, on August 8, 2016, Mr. Jordan was awarded 100,000 RSUs, which vest in three equal annual installments beginning August 8, 2017. The RSUs vest in full upon a Company change in control, as defined in the agreement, or Mr. Jordan’s death or disability. On April 13, 2017, Mr. Jordan received a grant of 50,000 RSUs. The RSUs vest over three years on June 1, 2017, 2018 and 2019, subject to accelerated vesting under certain conditions. Within 30 days of the effective grant date, Mr. Jordan may elect to defer delivery of any vested RSUs until a later date.common stock delivered.

On September 13, 2016, the Board appointed Jeff Dell as Chief Information Officer.Mr.Officer. Mr. Dell served as our VP Information Security from July 2015 through May 2016 and Interim Chief Information Officer from June 2016 through September 2016, and was appointed Chief Information Officer on September 13, 2016. Mr. Dell’s salary was $150,000 per annum through May 15, 2016 and was increased to $185,000 per annum through December 31, 2016. Mr. Dell’s current salary is $215,000 per annum effective January 1, 2017. On April 13,

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2017, Mr. Dell received a grant of 40,000 RSUs. The RSUs, which vest over three years, with one third of such RSUs having vested on June 1, 2017 and the remaining RSUs vesting on June 1, 2018 and 2019 in equal amounts, subject to accelerated vesting under certain conditions, including a change of control. On March 12, 2018, Mr. Dell resigned as the Company’s Chief Information Officer, effective on theSpin-off Date. In connection withSpin-off, on March 12, 2018, all unvested RSUs held by Mr. Dell were vested and the underlying shares of common stock delivered.

On August 8, 2016, the Board appointed Harry Jordan as the Company’s Chief Operating Officer. Mr. Jordan received an annual salary of $225,000. Additionally, on August 8, 2016, Mr. Jordan was awarded 100,000 RSUs, which vest in three equal annual installments, with the first vesting having occurred on August 8, 2017. The RSUs vest in full upon a Company change in control, as defined in the agreement, or Mr. Jordan’s death or disability. On April 13, 2017, Mr. Jordan received a grant of 50,000 RSUs, which vest over three years, with one third of such RSUs having vested on June 1, 2017 and the remaining RSUs vesting on June 1, 2018 and 2019 in equal amounts, subject to accelerated vesting under certain conditions. Within 30 daysAdditionally, on September 7, 2017, Mr. Jordan received a grant of 50,000 RSUs. The RSUs vest in three equal annual installments on September 6, 2018, 2019 and 2020. Mr. Jordan’s service as our Chief Operating Officer terminated on December 1, 2017 and all unvested RSUs held by Mr. Jordan were cancelled.

Compensation Policies After theSpin-off

In connection with theSpin-off, the Company’s executive officers and the composition of the Compensation Committee has changed. As the current compensation programs and policies for our current executive officers reflect those programs and policies used by Fluent, LLC, the current Compensation Committee has begun to review and assess the compensation programs to be adopted by the Company going forward.

Compensation of Current Executive Officers.

Before theSpin-off, Mr. Schulke was employed by Fluent, LLC as its Chief Executive Officer pursuant to a December 8, 2015 employment agreement. The Company assumed Mr. Schulke’s agreement as part of theSpin-off. Mr. Schulke’s initial base salary was $260,000, which was increased to $300,000 effective February 1, 2018. The agreement provides for atwo-year term subject to automaticone-year renewals unless either party elects not to renew. If Mr. Schulke’s employment is terminated because of his death or disability, he or his estate will be paid an amount equal toone-year of base salary. If Mr. Schulke’s employment is terminated without cause or he resigns with good reason, he will be paid the greater of the base salary for the balance of the term or one year of base salary, plus any prior year unpaid bonus and a prorated portion of his current year bonus. Payment of the foregoing is conditioned on Mr. Schulke not being in violation of the agreement’s restrictive covenant provisions. The agreement provides for a bonus of no less than 25% of annual salary based on achievement of Fluent, LLC and personal goals. Mr. Schulke was paid a bonus of $235,327 for 2017.

Mr. Schulke’s agreement provided for an initial grant date,of 550,000 RSUs, which vest in annual installments over three years. Mr. Dell may electSchulke elected to defer to the delivery of any vested RSUsthe shares until a later date.

For additional information relating to Messrs. Brauser, Dubner and MacLachlan’s employment agreements and payments to our named executive officers uponhis separation from service or a change in control in the Company. Mr. Schulke was granted 50,000 RSUs on April 13, 2017 which vest over three years starting on February 1, 2018. Mr. Schulke elected to defer to the delivery of the shares until his separation from service or a change in control in the Company.

On March 9, 2018, the Compensation Committee awarded Mr. Schulke an annual grant of 80,000 RSUs which were granted on March 20, 2018 and a grant of 480,000 deferred stock units (“DSUs”) in connection with theSpin-off which were granted on March 27, 2018. All of the RSUs were granted under the 2015 Plan; the annual grant has three-year vesting starting on March 1, 2019 and Mr. Schulke elected to defer the delivery of the shares until his separation from service or a change in control in the Company. The DSUs granted in connection with theSpin-off were fully vested but subject to deferred delivery in three equal annual installments starting on March 27, 2019.

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The terms of Mr. Conlin’s employment mirror those of Mr. Schulke’s except that Mr. Conlin is employed as Fluent’s President. Mr. Conlin was paid the same salary and bonus as Mr. Schulke for 2017. Mr. Conlin was granted the same number of RSUs as Mr. Schulke with the same vesting schedules and has also made the same deferral elections as Mr. Schulke.

Mr. Patrick is employed as Fluent’s Chief Operating Officer pursuant to an employment agreement effective January 8, 2018. Mr. Patrick’s annual base salary is $300,000 with a bonus of no less than 40% of his annual salary based on the achievement of Fluent and personal goals. The agreement has atwo-year term. The agreement provides that if Mr. Patrick’s employment is terminated without cause, Mr. Patrick will be paid severance equal to (a) six months’ base salary if the termination seeoccurs after six months and on or before the sections below titled “Executive Employment Agreements”end of the first year of the term, or (b) twelve months’ base salary if the termination occurs after the first year of the term plus any unpaid bonus for the year prior to termination and “Potential Paymentsa prorated portion of the bonus for the year of termination. Payment of the foregoing is conditioned on Mr. Patrick not being in violation of the agreement’s restrictive covenant provisions.

On March 9, 2018, the Compensation Committee awarded Mr. Patrick 100,000 RSUs under the 2015 Plan. 75,000 of these RSUs are provided for in Mr. Patrick’s employment agreement and vest in three equal annual installments beginning on February 1, 2019. 25,000 of these RSUs were given as an annual grant and vest in three equal annual installments beginning on March 1, 2019. The RSUs vest in three equal installments starting on March 1, 2019. He was also awarded 75,000 DSUs in connection with theSpin-off on March 27, 2018. The DSUs were fully vested upon Termination or Changethe grant subject to deferred delivery in Control.”three equal annual installments starting on March 27, 2019.

Mr. Perfit is employed pursuant to a letter agreement dated January 16, 2012 which was amended on October 2, 2014. Mr. Perfit’s current agreement does not provide for any severance on termination of his employment. Mr. Perfit’s annual salary is currently $250,000 plus a bonus based on individual and Fluent performance. Mr. Perfit was paid a bonus for 2017 of $172,017.

Mr. Perfit was awarded 90,000 RSUs on December 8, 2015 which vest in three annual installments of 27,000, 27,000 and 36,000 starting on January 1, 2016. Mr. Perfit was granted 32,000 RSUs on April 13, 2017 which vest in three equal annual installments starting on February 1, 2018. On March 9, 2018, the Compensation Committee awarded Mr. Perfit an annual grant of 50,000 RSUs and a grant of 90,000 DSUs in connection with theSpin-off. All of the RSUs were granted under the 2015 Plan; the annual grant has three-year vesting starting on March 1, 2019 and theSpin-off related DSUs, which were grated on March 27, 2018, were fully vested but subject to deferred delivery in three equal annual installments starting on March 27, 2019.

Effective on the Spin-off Date, the Compensation Committee approved cash bonuses to our current executive officers as set forth below:

refer to this advisory vote as Say on Pay. At our annual meeting of stockholders held in June 2016,2017, approximately 98.6%98.3% of the stockholders who voted on the Say on Pay proposal voted in favor of the compensation of our named executive officers as disclosed in our 20162017 proxy statement. Although the advisory say on paySay On Pay voteisnon-binding, our our Compensation Committee has considered the outcome of the vote and determined not to make material changes to our executive compensation programs because the Compensation Committee believes this advisory vote indicates considerable stockholder support for our approach to executive compensation. Our Compensation Committee will continue to consider the outcome of our Say on Pay votes when making future compensation decisions for our named executive officers.

Compensation Policies and Practices as They Relate to Risk Management

Our executive compensation program is designed to attract and retain our officers and to motivate them to increase stockholder value on both an annual and longer term basis primarily by generating increasing levels of revenue and net income. To that end, compensation packages include significant forms of incentive compensation to ensure that an executive officer’s interest is aligned with the interests of our stockholders in generating revenue and net income. Based upon the Compensation Committee’s regular review of the Company’s compensation policies and practices, the Compensation committee determined that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE REPORT

The following statement made by our Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such statement by reference.

Fluent’s Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report onForm 10-K for the fiscal year that ended on December 31, 2017.

Compensation Committee:

Donald Mathis — Chairman

Peter Benz

Andrew Frawley

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SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for each of the named executive officers for the last three completed fiscal years.

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GRANTS OF PLAN-BASED AWARDS — 2016

The following table sets forth each grant of an award made to athe named executive officerofficers for the fiscal year ended December 31, 20162017 under any Company plan.

OUTSTANDING EQUITY AWARDS ATFISCALYEAR-END — 2016

The following table sets forth certain information regarding equity-based awards held by the named executive officers as of December 31, 2016.2017.

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OPTION EXERCISES AND STOCK VESTED

The following table sets forth each exercise of stock options, SARs or similar instruments and each vesting of stock, RSUs and similar instruments by the named executive officers for the fiscal year ended December 31, 2016.2017.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table sets forth information with respect to the value of payments or vesting acceleration, as applicable, such named executive officer would be entitled to receive assuming a qualifying termination or change in control, as applicable, as of December 31, 2016.2017.

Executive Employment AgreementsCEO PAY RATIO DISCLOSURE

As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our CEO to that of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.

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Median Employee Determination

We identified our median employee by calculating the 2017 cash compensation for all employees, excluding the CEO, who were employed by us on December 31, 2017. This included 212 employees, and included all full-time and part-time employees. The calculation included employees who were active on December 31, 2017 but not employed for all of 2017 and the calculation did not annualize their compensation. Cash compensation included all earnings paid to each employee during the calendar year, including base salary and wages, bonus, commission and overtime pay.

Michael BrauserAnnual Compensation of Median Employee Using Summary Compensation Table Methodology

Effective November 16, 2015,After identifying the median employee as described above, we calculated annual total compensation for this employee using the same methodology we use for our CEO in the 2017 Summary Compensation Table. This compensation calculation includes base salary and wages, bonus, commission, overtime pay and equity awards. The compensation for our median employee was $94,462 and the compensation for the CEO was $2,720,000.

2017 Pay Ratio

Based on the above information, the ratio of the annual total compensation of our CEO to the median employee is 29:1. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business mix, proportion of part-time employees and distribution of employees across geographies. We seek to attract, incentivize and retain our employees through a combination of competitive base pay, bonus opportunities and the opportunity to participate in our employee stock equity plan and other benefits.

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PROPOSAL 3

2018 FLUENT INC. STOCK INCENTIVE PLAN

Overview

The Board has approved the Fluent 2018 Stock Incentive Plan (the “Plan”) pursuant to which Fluent may issue up to ten percent of the Company’s issued and outstanding shares of common stock. The primary purpose of the Plan is to attract, retain, reward, and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in Fluent and to incentivize them to expend maximum effort for Fluent’s growth and success, so as to strengthen the mutuality of the interests between such individuals and the Fluent stockholders. As of the date of this Proxy Statement, no awards have been issued under the Plan.

Plan Summary

The following discussion summarizes the material terms of the Plan. This discussion is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, which is included as an Annex to this Proxy Statement.

Administration

The Plan will be administered by the Compensation Committee of the Board (for purpose of this description of the Plan, the “Committee”). If no Committee exists, the independent Board members of Fluent will exercise the functions of the Committee. The Committee has given Mr. Schulke the authority to grant to non-executive officer employees up to 500,000 shares underlying equity awards under the Plan annually.

All grants under the Plan will be evidenced by an award agreement that will incorporate the terms and conditions of the Plan as the Committee deems necessary or appropriate.

Coverage Eligibility

The Plan provides for the issuance of awards (each, an “Award”) consisting of stock options (“Options”), stock appreciation rights (“SARs”), restricted stock (“Restricted Stock”), restricted stock units (“RSUs”), performance shares (“Performance Shares”), and performance units (“Performance Units”). Incentive stock options (“ISOs”) may be granted under the Plan only to our employees. Our employees, consultants, directors, independent contractors, and certain prospective employees who have committed to become an employee are eligible to receive all other types of awards under the Plan (each an “Eligible Individual”).

Shares Reserved for Issuance Under the Plan

Subject to adjustment as described below and under the section titled “Change in Control,” the number of shares of common stock available for issuance under the Plan will be ten percent of the Company’s issued and outstanding shares of common stock. A maximum of 7,521,804 shares of common stock may be issued pursuant to ISOs under the Plan. Notwithstanding the foregoing, if any Award is cancelled, forfeited or terminated for any reason prior to exercise, delivery or becoming vested in full, the shares of common stock that were subject to the cancelled Award will become available for future Awards granted under the Plan; provided, however, that any shares of common stock subject to an Award that are cancelled to pay the exercise price of a stock option, purchase price or any taxes or tax withholdings on an Award will not be available for future Awards granted under this Plan.

If the outstanding shares of common stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities by reason of any recapitalization, reclassification, reorganization, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other

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distribution payable in common stock or other increase or decrease in such shares effected without receipt of consideration by Fluent, the Committee shall make an appropriate and proportionate adjustment to: (i) the aggregate number and kind of shares of common stock available under the Plan, (ii) the calculation of the reduction of shares of common stock available under the Plan, (iii) the number and kind of shares of common stock issuable pursuant to outstanding Awards granted under the Plan and/or (iv) the exercise price of outstanding Options or SARs granted under the Plan. No fractional shares of common stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit. Any adjustments made to any ISO shall be made in accordance with Section 424 of the Internal Revenue Code (the “Code”).

Stock Options

The Committee acting in its absolute discretion has the right to grant Options to Eligible Individuals to purchase shares of common stock. Each grant shall be evidenced by an option certificate setting forth whether the Option is an ISO, which is intended to qualify for special tax treatment under Code Section 422, or anon-qualified incentive stock option(“Non-ISO”). Each Option granted under the Plan entitles the holder thereof to purchase the number of shares of common stock specified in the grant at the exercise price specified in the related option certificate. At the discretion of the Committee, the option certificate can provide for payment of the exercise price either in cash, by check, bank draft, money order, in common stock and by any other method which the Committee, in its sole and absolute discretion and to the extent permitted by applicable law, may permit.

The terms and conditions of each Option granted under the Plan will be determined by the Committee, but no Option will be granted at an exercise price which is less than the fair market value of the common stock on the grant date (generally, the closing price for the common stock on the principal securities exchange on which the common stock is traded or listed on the date the Option is granted or, if there was no closing price on that date, on the last preceding date on which a closing price was reported). In addition, if the Option is an ISO that is granted to a 10% stockholder of the Company, entered intothe Option exercise price will be no less than 110% of the fair market value of the shares of common stock on the grant date. Except for adjustments as described under “Shares Reserved for Issuance Under the Plan” above and “Change in Control” below, without the approval of the Company’s stockholders, the option price shall not be reduced after the Option is granted, an employment agreementOption may not be cancelled in exchange for cash or another Award, and no other action may be made with Mr. Brauserrespect to an Option that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the common stock is traded.

No Options may be exercised prior to the satisfaction of the conditions and vesting schedule provided for in the Plan and in the Award Agreement relating thereto. No Option may be exercisable more than 10 years from the grant date, or, if the Option is an ISO granted to a 10% stockholder of the Company, it may not be exercisable more than five years from the grant date. Moreover, no Option will be treated as an ISO to the extent that the aggregate fair market value of the common stock subject to the Option (determined as of the date the ISO was granted) which would first become exercisable in any calendar year exceeds $100,000. The Committee may not, as part of an Option grant, provide for an Option reload feature whereby an additional Option is automatically granted to pay all or a part of the Option exercise price or a part of any related tax withholding requirement.

Restricted Stock and Restricted Stock Units

The Committee may grant to such Eligible Individuals as the Committee may determine, Restricted Stock and RSUs, in such amounts and on such terms and conditions as the Committee shall determine in its sole and absolute discretion. The Committee shall impose such restrictions on any Restricted Stock and RSUs granted pursuant to the Plan as it may deem advisable including, without limitation, time-based vesting restrictions or the attainment of performance goals. With respect to a grant of Restricted Stock, the Company may issue a

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certificate evidencing such Restricted Stock to the Eligible Individual or issue and hold such shares of Restricted Stock for the benefit of the Eligible Individual until the applicable restrictions expire. The Company may legend the certificate representing Restricted Stock to give appropriate notice of such restrictions. Unless otherwise provided in an Award Agreement, until the expiration of all applicable restrictions, (i) the Restricted Stock shall be treated as outstanding, (ii) the Eligible Individual holding shares of Restricted Stock may exercise full voting rights with respect to such shares, and (iii) the Eligible Individual holding shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such shares while they are so held. If any such dividends or distributions are paid in shares of Common Stock, such shares shall be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary, at the discretion of the Committee, all such dividends and distributions may be held in escrow by the Company (subject to the same restrictions on forfeitability) until all restrictions on the respective Restricted Stock have lapsed. Holders of the RSUs shall not have any of the rights of a stockholder, including the right to vote or receive dividends and other distributions, until Common Stock shall have been issued in the Eligible Individual’s name pursuant to the RSUs; provided, however the Committee, in its sole and absolute discretion, may provide for dividend equivalents on RSUs provided such dividend equivalents shall be held by the Company (subject to the same restrictions on forfeitability) until all restrictions on the respective RSUs have lapsed.

Unless otherwise provided in the Plan or Award Agreement, Common Stock will be issued with respect to RSUs no later than March 15 of the year immediately following the year in which the RSUs are first no longer subject to a substantial risk of forfeiture as such term is defined in Code Section 409A and the regulations issued thereunder (“RSU Payment Date”). If an Eligible Individual has elected to defer the receipt of Common Stock pursuant to an Award Agreement beyond the RSU Payment Date, then the Common Stock will be issued at the time specified in the Award Agreement or related deferral election form. In addition, unless otherwise provided in the Award Agreement, if the receipt of Common Stock is deferred past the RSU Payment Date, dividend equivalents on the Common Stock covered by the RSUs shall be deferred until the RSU Payment Date.

Stock Appreciation Rights

The Committee has the right to grant SARs to Eligible Individuals in such amounts and on such terms and conditions as the Committee shall determine in its sole and absolute discretion. Unless otherwise provided in an Award Agreement, the terms and conditions (including, without limitation, the limitations on the exercise price, exercise period, repricing and termination) of the SAR shall be substantially identical to the terms and conditions that would have been applicable were the grant of the SAR a grant of an Option. Unless otherwise provided in an Award Agreement, upon exercise of a SAR the Eligible Individual shall be entitled to receive payment, in cash, in shares of Common Stock, or in a combination thereof, as determined by the Committee in its sole and absolute discretion. The amount of such payment shall be determined by multiplying the excess, if any, of the fair market value of a share of Common Stock on the date of exercise over the fair market value of a share of Common Stock on the grant date, by the number of shares of Common Stock with respect to which the SAR are then being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to a SAR by including such limitation in the Award Agreement.

Performance Shares and Performance Units

Performance Shares and Performance Units may be granted to Eligible Individuals under the Plan. The applicable Award Agreement shall set forth (i) the number of Performance Shares or the dollar value of Performance Units granted to the Participant; (ii) the performance period and Performance Goals with respect to each such Award; (iii) the threshold, target and maximum shares of Common Stock or dollar values of each Performance Share or Performance Unit and corresponding Performance Goals; and (iv) any other terms and conditions as the Committee determines in its sole and absolute discretion. Unless otherwise provided in an Award Agreement, the Committee shall determine in its sole and absolute discretion whether payment with respect to the Performance Share or Performance Unit shall be made in cash, in shares of Common Stock, or in a combination thereof. Performance Goals will be determined by the Committee in its absolute and sole discretion.

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Non-Transferability

No Award will be transferable by an Eligible Individual other than by will or the laws of descent and distribution, and any Option or SAR will (absent the Committee’s consent) be exercisable during an Eligible Individual’s lifetime only by the Eligible Individual. The Committee may in its sole and absolute discretion permit an Eligible Individual to transfer an award to a “family member”, as such term is defined in the FormS-8 Registration Statement under the Securities Act of 1933, as amended, under such terms and conditions as specified by the Committee; provided, however, that the Eligible Individual may not directly or indirectly receive any payment of value in connection with his service as Executive Chairman. The employment agreement has an initial term of five years and automatically extends for successiveone-year terms unless either party gives the other party six months written notice of termination before the expirationtransfer of the applicableone-year termAward.

Amendments to the Plan

The Plan may be amended by the Board to the extent that it deems necessary or unlessappropriate provided, however, that the approval of the stockholders shall be required for any amendment: (i) that changes the class of individuals eligible to receive Awards under the Plan; (ii) that increases the maximum number of shares of common stock in the aggregate that may be subject to Awards that are granted under the Plan (except as otherwise permitted under the Plan); (iii) the approval of which is necessary to comply with federal or state law or with the rules of any stock exchange or automated quotation system on which the common stock may be listed or traded; or (iv) that proposed to eliminate a requirement provided herein that the stockholders of the Company must approve an action to be undertaken under the Plan. Except as expressly provided in the Plan, no amendment, suspension or termination of the Plan shall, without the consent of the holder of an Award, alter or impair rights or obligations under any Award theretofore granted under the Plan. Awards granted prior to the termination of the Plan may extend beyond the date the Plan is terminated earlier pursuantand shall continue subject to the terms of the employment agreement. PursuantPlan as in effect on the date the Plan is terminated.

Change in Control

When a Change in Control (as defined in the Plan) occurs, the Committee may, in its sole and absolute discretion, provide on a case by case basis that (i) all Awards shall terminate, provided that participants shall have the right, immediately prior to the employment agreement, Mr. Brauser receivesChange in Control and during such reasonable period as the Committee in its sole discretion shall determine and designate, to exercise any Award, (ii) all Awards shall terminate, provided that participants shall be entitled to a cash payment equal to the price per share of common stock paid in the Change in Control transaction, for shares subject to the vested portion of the Award, net of the exercise price thereof, if applicable, (iii) in connection with a liquidation or dissolution of Fluent, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the exercise price (if applicable), (iv) accelerate the vesting of Awards and (v) any combination of the foregoing. If the Committee does not terminate or convert an annual salaryAward upon a Change in Control of $25,000. Also,Fluent, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof).

Federal Income Tax Consequences

The rules concerning the federal income tax consequences with respect to Awards under the Plan are technical, and reasonable persons may differ on the proper interpretation of such rules. Moreover, the applicable statutory and regulatory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following discussion is designed to provide only a brief, general summary description of the federal income tax consequences associated with such grants, based on a good faith interpretation of the current federal income tax laws, regulations (including certain proposed regulations) and judicial and administrative interpretations. The following discussion does not set forth (1) any federal tax consequences other than income tax consequences or (2) any state, local or foreign tax consequences that may apply.

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ISOs.

In general, an employee will not recognize taxable income upon the grant or the exercise of an ISO. For purposes of the alternative minimum tax, however, the employee will be required to treat an amount equal to the difference between the fair market value of the Common Stock on the date of exercise over the option exercise price as an item of adjustment in computing the employee’s alternative minimum taxable income. If the employee does not dispose of the Common Stock received pursuant to the employment agreement, on November 16, 2015,

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Mr. Brauser was granted 5.0 million RSUs outsideexercise of the 2015 Plan, subject to stockholder approval (the “Brauser RSUs”). The Brauser RSUs were approved at the 2016 Annual Meeting of Stockholders. The Brauser RSUs vest over a four-year period provided that the Company has gross revenue in excess of $100 million and positive EBITDA,ISO within either (1) two years after subtracting all charges for equity compensation paid to executives or other service providers of the Company, in any one fiscal year during the vesting period (the “Performance Vesting Conditions”). The Company determined the Performance Vesting Conditions were met, effective March 14, 2017, and as a result 1.25 million RSUs vested. Mr. Brauser has elected to defer delivery of any vested RSUs until his separation from service from the Company or death or disability. In addition, the Brauser RSUs will vest immediately upon: (i) a change in control (as defined below), (ii) a termination of Mr. Brauser’s employment without cause (as defined below), (iii) Mr. Brauser’s termination of his employment for good reason (as defined below), or (iv) his death or disability (as defined below) (the “Additional Vesting Conditions”). Shares of common stock underlying the vested RSUs will generally be issued upon the earlier of (i) a change in control (as defined below) or (ii) Mr. Brauser’s separation from service as defined under the Internal Revenue Code Section 409A, provided that the delivery of shares will be delayed until the earlier of (a) six months following separation from service or (b) Mr. Brauser’s death, if necessary to comply with the Internal Revenue Code Section 409A. The employment agreement also provides that Mr. Brauser may, at his option and in accordance with Internal Revenue Code Section 409A, elect to satisfy tax withholdings (including any FICA and related income tax withholding that may apply on the vesting, as opposed to settlement, of the Brauser RSUs) by having the Company withhold a number of shares having a fair market value equal to the minimum amount of such tax withholdings. Also, Mr. Brauser is eligible to participate in the Company’s existing and future benefit plans, policies or arrangements maintained by the Company and made available to employees generally and for the benefit of executives.

The Company may terminate Mr. Brauser’s employment and the employment agreement at any time during the term for cause (as defined below), effective immediately upon written notice to Mr. Brauser. Also, the Company may terminate Mr. Brauser’s employment and the employment agreement without cause (as defined below) upon ninety (90) days prior written notice to Mr. Brauser, and Mr. Brauser may terminate his employment and the employment agreement for good reason (as defined below). Pursuant to the employment agreement, good reason shall not exist unless and until Mr. Brauser provides the Company with written notice of the acts alleged to constitute good reason within thirty (30) days of his knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. Mr. Brauser must terminate his employment within ninety (90) days following the expiration of such cure period for the termination to be on account of good reason.

Additionally, Mr. Brauser’s employment and the employment agreement will automatically terminate upon Mr. Brauser’s death. Also, if Mr. Brauser becomes physically or mentally disabled so as to become unable for a period of more than three consecutive months or for shorter periods aggregating at least six months during any twelve-month period to perform his duties on a substantially full-time basis, his employment will terminate as of the end of such three-month orsix-month period as applicable, and this will be considered a “disability” under the employment agreement. Such termination will not affect Mr. Brauser’s benefits under the Company’s disability insurance program, if any, then in effect.

In the event Mr. Brauser’s employment is terminated by the Company for cause, by Mr. Brauser without good reason or due to the expiration of the term of the employment agreement, Mr. Brauser is entitled to (i) his base salary earned but unpaid through and including the date of the terminationgrant of his employmentthe ISO or (2) one year after the date of the exercise of the ISO, a subsequent disposition of the Common Stock generally will result in long-term capital gain or loss to such individual with respect to the difference between the amount realized on the disposition and (ii)exercise price. The Company will not be entitled to any benefits or payments to which Mr. Brauser is entitled under any Company plan, program, agreement or policy (“Accrued Benefits”). In the event Mr. Brauser’s employment is terminated by the Company without cause, by Mr. Brauser for good reason orfederal income tax deduction as a result of Mr. Brauser’s deathsuch disposition. In addition, the Company normally will not be entitled to take a federal income tax deduction at either the grant or disability during the termexercise of an ISO.

If the employee disposes of the employment agreement, Mr. BrauserCommon Stock acquired upon exercise of the ISO within either of the above-mentioned time periods, then in the year of such disposition, such individual generally will recognize ordinary income, and the Company will be entitled to a federal income tax deduction (provided the Accrued Benefits and all outstanding awards granted to Mr. Brauser will immediately vest. AsCompany satisfies applicable federal income tax reporting requirements), in an additional prerequisite for receipt of benefits upon termination, Mr. Brauser must execute and deliveramount equal to the lesser of (1) the excess of the fair market value of the Common Stock on the date of exercise over the option exercise price or (2) the amount realized upon disposition of the Common Stock over the exercise price. Any gain in excess of such amount recognized by the employee as ordinary income would be taxed to such individual as short-term or long-term capital gain (depending on the applicable holding period).

Non-ISOs.

An Eligible Individual will not recognize any taxable income upon the grant of aNon-ISO, and the Company will not be entitled to take an income tax deduction at the time of such grant. Upon the exercise of aNon-ISO, the Eligible Individual generally will recognize ordinary income and the Company will be entitled to a federal income tax deduction (provided the Company satisfies applicable federal income tax reporting requirements) in an amount equal to the excess of the fair market value of the Common Stock on the date of exercise over the option exercise price. Upon a subsequent sale of the Common Stock by the Eligible Individual, such individual will recognize short-term or long-term capital gain or loss (depending on the applicable holding period).

SARs.

An Eligible Individual will not revokerecognize any taxable income upon the grant of a general releaseSAR, and the Company will not be entitled to take an income tax deduction at the time of such grant. An Eligible Individual will recognize ordinary income for federal income tax purposes upon the exercise of a SAR under the Plan for cash, Common Stock or a combination of cash and Common Stock, and the amount of income that the Eligible Individual will recognize will depend on the amount of cash, if any, and the fair market value of the Common Stock, if any, that the Eligible Individual receives from such exercise. The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income, if the Company satisfies applicable federal income tax reporting requirements.

Restricted Stock.

The Eligible Individual who receives Restricted Stock generally will not be subject to tax until the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Code Section 83 (the “Restrictions”). At such time the Eligible Individual will be subject to tax at ordinary income rates on the fair market value of the Restricted Stock (reduced by any amount paid by the participant for such Restricted Stock). However, an Eligible

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Individual who makes an election under Code Section 83(b) within forty-five (45)30 days of his termination of employment.

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For purposes of Mr. Brauser’s employment agreement, “cause” shall mean a good faith finding by the Boardtransfer date of the following: (i) a willful failure or refusalshares will have taxable ordinary income on executive’s part to perform executive’s duties under the agreement or to carry out the lawful directionstransfer date of the Board; (ii) gross misconduct, willful dishonesty, theft, embezzlement or fraud on executive’s part againstshares equal to the Company or its subsidiaries or affiliates or in connection with executive’s employment having the effect of materially injuring the businessexcess of the Company; (iii) conviction of or plea of nolo contendere to a felony involving moral turpitude, fraud, theft, or dishonesty; (iv) breach of anynon-competition, confidentiality ornon-solicitation agreement with the Company or any subsidiary or affiliate thereof; or (v) material breach of any provision of the agreement by executive and failure to cure such breach within thirty (30) days after the receipt of written noticefair market value of such breach from the Company. For purposes of Mr. Brauser’s employment agreement, no act, or failure to act, on the part of the executive shall be considered “willful” unless it is done, or omitted to be done, by the executive in bad faith orshares (determined without reasonable belief that the executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company (or any act which the executive omits to do because of the executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) shall be conclusively presumed to be done, or omitted to be done, by the executive in good faith and in the best interests of the Company. The termination of employment shall not be deemed to be for cause unless and until (A) within a reasonable period of time priorregard to the Board meeting at whichRestrictions) over the Board will determine whether cause exists, the executive is provided written noticepurchase price, if any, of such meeting and, unless prohibited by law,restricted shares. Any appreciation (or depreciation) realized upon a reasonable opportunity to review prior tolater disposition of such meeting all information toshares will be presented totreated as long-term or short-term capital gain (or loss) depending upon how long the Boardshares have been held. If a Section 83(b) election has not been made, any dividends received with respect to whether cause exists, (B)restricted shares that are subject to the executiveRestrictions generally will be treated as compensation that is affordedtaxable as ordinary income to the opportunity, together with counselparticipant and not eligible for the executive,reduced tax rate applicable to dividends. The Company generally will be heard beforeentitled to a federal income tax deduction in an amount equal to the Board, (C) there shallordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income, if the Company satisfies applicable federal income tax reporting requirements.

Restricted Stock Units.

Generally, no income will be recognized upon the award of RSUs. An Eligible Individual who receives RSUs generally will be subject to tax at ordinary income rates on any cash received and the fair market value of any unrestricted shares of common stock or other property on the date that such amounts are transferred to the Eligible Individual under the award (reduced by any amount paid by the Eligible Individual for such RSU). The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income.

Performance Units and Performance Shares.

No income generally will be recognized upon the grant of a Performance Unit or Performance Share. Upon payment in respect of a Performance Unit or Performance Share, the Eligible Individual generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of anynon-restricted shares of common stock or other property received. The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income.

New Plan Benefits

As of the date of this proxy statement, no awards have been deliveredgranted under the Plan and the Company does not currently intend to grant any awards under the executive a copyPlan before its approval by stockholders. Any future awards under the Plan are discretionary and are therefore undeterminable at this time.

Vote Required and Board Recommendation

The adoption of a resolution duly adopted bythe Plan requires the affirmative vote of a majority of votes cast at the entire membershipMeeting.

The Board unanimously recommends a vote “FOR” the adoption of the Board at a meeting of the Board called and held for such purpose finding that, in the good faith opinion of the Board, the executive committed the conduct that constitutes cause and specifying the particulars thereof in detail, and (D) if the conduct or act alleged to provide grounds for the executive’s termination for cause is curable in the discretion of the Board, the executive has not cured such conduct within thirty (30) days from the date of receiving a copy of the resolution adopted by the Board.

For purposes of Mr. Brauser’s employment agreement, “good reason” means a resignation by executive of executive’s employment following the occurrence of any of the following events: (i) without executive’s written consent, the material reduction of his authorities, duties, or responsibilities; (ii) without executive’s written consent, a reduction by the Company in the base salary as in effect immediately prior to such reduction; (iii) without executive’s written consent, a requirement by the Company that executive relocate his office to a location more than fifty (50) miles from its then-current location; or (iv) without executive’s written consent, any material breach of the agreement by the Company.

For purposes of Mr. Brauser’s employment agreement, a “change in control” shall mean:

(i) any one person, or more than one person acting as a group, acquires ownership of common stock of the Company that, together with common stock held by such person or group, possesses more than 50% of the total fair market value or total voting power of the common stock of the Company; provided, however, that if any one person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the common stock of the Company, the acquisition of additional common stock by the same person or persons will not be considered a change in control under the employment agreement. Notwithstanding the foregoing, an increase in the percentage of common stock of the Company owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its common stock in exchange for property will be treated as an acquisition of common stock of the Company for purposes of this clause (i);

(ii) during any period of 12 consecutive months, individuals who at the beginning of such period constituted the Board (together with any new or replacement directors whose election by the Board, or whose nomination for

election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nominationEquity Compensation Plan Information

Securities Authorized for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or

(iii) any one person, or more than one person acting as a group, acquires (or has acquired during the12-month period ending on the date of the most recent acquisition by the person or persons) assets from the Company, outside of the ordinary course of business, that have a gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this Section, “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding anything to the contrary in the employment agreement, the following shall not be treated as a change in control under this: (a) a transfer of assets from the Company to a stockholder of the Company (determined immediately before the asset transfer); (b) a transfer of assets from the Company to an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (c) a transfer of assets from the Company to a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding capital stock of the Company; or (d) a transfer of assets from the Company to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii).

Derek Dubner and Daniel MacLachlan

Below is a summary of Messrs. Dubner’s and MacLachlan’s employment agreements, as amended.

Effective April 11, 2017 (the “Effective Date”), the Company amended the employment agreements with each of Mr. Dubner (the “Dubner Agreement”) and Mr. MacLachlan (the “MacLachlan Agreement,” and together with the Dubner Agreement, the “Employment Agreements”) in connection with their service as Chief Executive Officer and Chief Financial Officer of the Company, respectively.Issuance Under Equity Compensation Plans

The termfollowing table summarizes compensation plans under which our equity securities are authorized for issuance as of the Employment Agreements commences on the Effective Date and ends on April 30, 2020, and automatically renews for successiveone-year terms unless either party gives the other party 120 days’ written notice of termination before the expiration of the applicableone-year term or unless terminated earlier pursuant to the terms of the Employment Agreements.

Mr. Dubner receives an annual salary of $325,000. Pursuant to the Dubner Agreement, on November 15, 2015, Mr. Dubner was granted 500,000 RSUs under the 2015 Plan, subject to stockholder approval. The RSUs were approved at the 2016 Annual Meeting of Stockholders, vest over three years from the date of grant and are subject to the Performance Vesting Conditions (as defined above) and the Supplemental Vesting Conditions (as defined below). The Company determined the Performance Vesting Conditions were met, effective March 14, 2017, and as a result 166,667 RSUs vested. Pursuant to the Dubner Agreement, on April 13, 2017, Mr. Dubner was also granted 125,000 RSUs under the 2015 Plan (together with the previously granted RSUs, the “Dubner RSUs”). The Dubner RSUs vest in three approximately equal installments on June 1, 2017, 2018 and 2019, subject to the Supplemental Vesting Conditions (as defined below). Within 30 days of the effective grant date, Mr. Dubner may elect to defer delivery of any vested RSUs until a later date.

Mr. MacLachlan receives an annual salary of $226,269. Pursuant to the MacLachlan Agreement, on April 13, 2017, Mr. MacLachlan was granted 100,000 RSUs under the 2015 Plan (the “MacLachlan RSUs”). The MacLachlan RSUs vest in three approximately equal installments on June 1, 2017, 2018 and 2019, subject to the Supplemental Vesting Conditions (as defined below). Within 30 days of the effective grant date, Mr. MacLachlan may elect to defer delivery of any vested RSUs until a later date.

In addition, the Dubner RSUs and the MacLachlan RSUs will vest immediately upon: (i) a change in control (as defined below), (ii) a termination of such employee’s employment without cause (as defined below),

Mr. MacLachlan’s employment is terminated by the Company for cause, the Company shall pay to the applicable employee such employee’s base salary and benefits accrued through the date of such employee’s termination.

In the event the Company terminates the Employment Agreements without cause or any successor of the Company refuses to accept assignment of the Employment Agreements, or if Mr. Dubner or Mr. MacLachlan terminates his respective Employment Agreement and employment with the Company for good reason or due to an Adverse Ruling, the Company shall pay to such employee the greater of (x) the applicable employee’s base salary for the remainder of the term in accordance with the Company’s payroll practices in effect from time to time and (y) two (2) years of the applicable employee’s base salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, the applicable employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement attached as Exhibit B to each of the Employment Agreements (the “NDA”).

In the event Mr. Dubner or Mr. MacLachlan terminates his respective Employment Agreement and employment with the Company for any reason during the term of his applicable Employment Agreement, the Company shall pay to Mr. Dubner or Mr. MacLachlan, as applicable, such employee’s base salary through the date of such employee’s termination.

For purposes of the Employment Agreements, “cause” is defined as: (1) employee’s conviction of or plea of guilty or nolo contendere to a felony which involves moral turpitude or results in material harm to the Company, (2) employee’s fraud against the Company, theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or any breach of fiduciary duty owed to the Company, or engagement in misconduct that is materially injurious to the Company, including any violation of any of the restrictions set forth in the NDA, (3) employee’s gross negligence of his duties or willful misconduct in the performance of his duties under the Employment Agreements, as applicable, and (4) employee’s material breach of the Employment Agreements, as applicable.

For purposes of the Employment Agreements, Mr. Dubner or Mr. MacLachlan shall have “good reason” to terminate the respective Employment Agreement and his employment if (a) there is a material diminution in such employee’s (i) duties, responsibilities or title, or (ii) authority to make decisions or implement strategies within the scope of his duties and responsibilities; (b) there is a breach of a material term of the Employment Agreement by the Company and the Company fails to cure such breach within ten (10) days of receipt of written notice from the applicable employee; (c) the Company reduces the applicable employee’s base salary as in effect from time to time, without such employee’s prior written consent; or (d) the Company requests that the applicable employee participate in an unlawful act.

For purposes of the Employment Agreements, a “change in control” shall mean:

(i) any one (1) person, or more than one (1) person acting as a group, acquires ownership of common stock of Company or any material subsidiary that, together with common stock held by such person or group, possesses more than 50% of the total fair market value or total voting power of the common stock of Company or such subsidiary; provided, however, that if any one (1) person, or more than one (1) person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the common stock of Company, the acquisition of additional common stock by the same person or persons will not be considered a change in control under the Employment Agreements;

(ii) during any period of twelve (12) consecutive months, individuals who at the beginning of such period constituted the Board of the Company or any material subsidiary (together with any new or replacement directors whose election by the applicable board, or whose nomination for election by Company’s or any material subsidiary’s shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or

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(iii) any one (1) person, or more than one (1) person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by the person or persons) assets from the Company or any material subsidiary outside of the ordinary course of business, that have a gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company or such material subsidiary immediately prior to such acquisition or acquisitions. “Gross fair market value” means the value of the assets of the Company or any material subsidiary, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding anything to the contrary in the Employment Agreements, the following shall not be treated as a change in control under the Employment Agreements:

(A) a transfer of assets from the Company or any material subsidiary to a shareholder of the Company (determined immediately before the asset transfer);

(B) a transfer of assets from the Company or any material subsidiary to an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company or such material subsidiary;

(C) a transfer of assets from the Company or any material subsidiary to a person, or more than one (1) person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding capital stock of the Company or material subsidiary; or

(D) a transfer of assets from the Company or material subsidiary to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (C) above.

However, to the extent necessary for the Employee to avoid adverse tax consequences under Section 409A of the Internal Revenue Code, and its implementing regulations and guidance, a change of control shall not be deemed to occur unless it constitutes a “change in the ownership or effective control of a corporation or in the ownership of a substantial portion of the assets of a corporation” under Treas. Reg. Section1.409A-3(i)(5), as revised from time to time.

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Proposal 2PROPOSAL 4

NON-BINDING ADVISORY ADVISORY VOTE

“SAY ON PAY”

The SEC rulesDodd-Frank Wall Street Reform and regulationsConsumer Protection Act, enacted in July 2010, and Section 14A of the Securities Exchange Act of 1934, require all public companiesthat we provide our stockholders with the opportunity to hold a nonbinding advisory stockholder vote to approve, on anon-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement as described in the Compensation Discussion and Analysis, the executive compensation tables and any related informationthe narrative discussion in each such company’s proxy statementaccordance with the compensation disclosure rules of the SEC (commonly known as a “Say on Pay” proposal). At the Meeting, the Company will present its Say on Pay proposal for approval.

This Say on Pay proposal is set forth in the following resolution:

RESOLVED, that the stockholders of Cogint,Fluent, Inc. approve, on an advisory basis, the compensation of its named executive officer,officers, as disclosed in the Cogint,Fluent, Inc. Proxy Statement for the 20172018 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the information included in the compensation tables, the potential payments upon termination or change in control table and any related information found in the proxy statement of Cogint,Fluent, Inc.

Because your vote on this proposal is advisory, it will not be binding on the Board, the Compensation Committee, or the Company. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Vote Required and Board Recommendation

The advisory vote on the Say on Pay proposal requires the affirmative vote of the holders of a majority in voting power of votesthe shares of common stock which are present in person or by proxy at the Meeting and entitled to vote.

The Board unanimously recommends a vote “FOR” the Say on Pay proposal.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding the beneficial ownership of common stock of the Company as of April 18, 2017 (the “Record Date”)23, 2018, the record date for the meeting, by (i) all current directors, (ii) all named executive officers, (ii) all current executive officers (iii) all current directors, (iv) all current executive officers and directors of the Company as a group, and (iv)(v) each person known by the Company to beneficially own in excess of 5% of the Company’s outstanding common stock. Unless noted otherwise, the corporate address of each person listed below is 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.33 Whitehall Street, 15^th Floor, New York, New York 10004.

The Company does not know of any other beneficial owner of more than 5% of the outstanding shares of common stock other than as shown below. Unless otherwise indicated below, each stockholder has sole voting and investment power with respect to the shares beneficially owned.

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