greh_def14a.htm

DEF 14A 1 greh_def14a.htm DEF 14A greh_def14a.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Inuvo, Inc.

(Name of Registrant as Specified in Its Charter)

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

____________________

TO BE HELD ON JUNE 16, 2022

Our Board of Directors (the “Board”) has called and invites you to attend the 2022 annual meeting of stockholders of Inuvo, Inc. (the “Company,” “Inuvo,” “we,” “us” or “our”) at the Company’s offices located at 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201 on June 16, 2022 at 9:00 a.m. local time.

At the 2022 annual meeting you will be asked to vote on the following matters:

·	the election of one Class II director (the “Election of Director Proposal”);

·	the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm (the “Accounting Firm Proposal”);
·	the approval of an amendment to our 2017 Equity Compensation Plan (the “2017 Plan”) increasing the number of shares of our common stock, $0.001 par value per share (“Common Stock”), available for grants under the plan, removing the evergreen formula under the plan, and replacing the automatic vesting provisions upon a change of control with a discretionary provision (“Plan Amendment Proposal”);

·	an advisory vote on executive compensation, commonly referred to as “say-on-pay” (“Say-on-Pay Proposal”); and

·	any other business as may properly come before the meeting.

The Board has fixed the close of business on April 27, 2022 as the record date for determining the stockholders that are entitled to notice of and to vote at the 2022 annual meeting and any adjournments thereof.

All stockholders are invited to attend the 2022 annual meeting in person. Your vote is important regardless of the number of shares you own. Please vote your shares in person, by proxy over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials by mail, you can also vote by mail, by telephone or by facsimile.

		By Order of the Board of Directors

		/s/ Richard K. Howe
Little Rock, Arkansas		Richard K. Howe
May 2, 2022		Chairman and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the 2022 annual meeting to be held on June 16, 2022. This proxy statement, along with our Annual Report on Form 10-K for the year ended December 31, 2021, as amended, are available free of charge on our website www.inuvo.com.

INUVO, INC.

PROXY STATEMENT

2022 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

		Page No.
General Information		1
Proposal 1 – Election of Director Proposal		4
Proposal 2 – Accounting Firm Proposal		6
Proposal 3 – Plan Amendment Proposal		8
Proposal 4 – Say-on-Pay Proposal		9
Other Matters		10
Dissenter’s Rights		10
Corporate Governance		10
Executive Compensation		18
Principal Stockholders		25
Certain Relationships and Related Transactions		27
Stockholder Proposals to be Presented at the Next Annual Meeting		27
Availability of Annual Report on Form 10-K		27
Stockholders Sharing the Same Last Name and Address		27
Where You Can Find More Information		27

Exhibit A:	Form of Amendment 2 to 2017 Equity Compensation Plan	A-1

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FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on our current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking statements and in the risk factors in Item 1.A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022 (collectively, the “2021 10-K”).

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Stockholders Should Read the Entire Proxy Statement

Carefully Prior to Returning Their Proxies

PROXY STATEMENT

FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

General Information

The accompanying proxy is solicited by the Board of Inuvo, Inc. for use at our 2022 annual meeting of stockholders to be held at the Company’s offices located at 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201 on June 16, 2022 at 9:00 a.m. local time or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 2022 Annual Meeting of Stockholders. The date of this proxy statement is May 2, 2022, and this proxy statement and the enclosed proxy are first being mailed or otherwise delivered to our stockholders on or about May 2, 2022.

Soliciting Proxies

This proxy statement and the accompanying proxy card are being mailed to owners of our Common Stock in connection with the solicitation of proxies by the Board for the 2022 annual meeting of stockholders. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. Proxies may be solicited, without extra compensation, by our officers and employees by mail, telephone, fax, personal interviews or other methods of communication. We will request brokers, custodians, nominees and other record holders of Common Stock to forward copies of this proxy statement and other soliciting materials to persons for whom they hold Common Stock and to request authority for the exercise of proxies. In these cases, the Company will, upon the request of the record holders, reimburse these holders for their reasonable expenses.

Electronic access. To access our proxy statement and 2021 10-K electronically, please visit our corporate website at www.inuvo.com. The information which appears on our website is not part of this proxy statement.

Voting securities. Only our stockholders of record as of the close of business on April 27, 2022, the record date for the 2022 annual meeting, will be entitled to vote at the meeting and any adjournment thereof. As of that date, there were 119,804,962 shares of our Common Stock outstanding, all of which are entitled to vote with respect to all matters to be acted upon at the 2022 annual meeting. Each holder of record as of that date is entitled to one vote for each share held.

Quorum. In accordance with our by-laws, the presence, in person or by proxy, of the holders of at least 33 1/3% of the Common Stock issued and outstanding and entitled to vote, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum which is required in order to hold the 2022 annual meeting and conduct business. Presence may be in person or by proxy. You will be considered part of the quorum if you voted on the Internet, by telephone, by facsimile or by properly submitting a proxy card or voting instruction form by mail, or if you are present and vote at the 2022 annual meeting. Votes for and against, abstentions and “broker non-votes,” if any, will each be counted as present for purposes of determining the presence of a quorum.

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Broker non-votes. If you are a beneficial owner whose shares are held of record by a broker, bank or other nominee, you should instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal that is a “non-routine” matter which the broker, bank or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker, bank or other nominee can register your shares as being present at the 2022 annual meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required. Your broker, bank or other nominee has discretionary voting authority to vote your shares on Proposal 2 if the broker, bank or other nominee does not receive voting instructions from you because such proposal is considered to be “routine” matters under the rules of the NYSE. Your broker, bank or other nominee, however, does not have discretionary authority to vote on Proposal 1, 3, or 4 at the 2022 annual meeting without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters. In any event, it is particularly important that you instruct your broker as to how you wish to vote your shares as it ensures that your shares will be voted in accordance with your instructions.

Voting of proxies. All valid proxies received prior to the meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted by the individuals named on the proxy card as recommended by the Board.

Revocability of proxies. A stockholder giving a proxy has the power to revoke his or her proxy, at any time prior to the time it is exercised, by delivering to our corporate secretary a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person. If your shares are held in “street name” through a brokerage firm, bank, nominee, fiduciary or other custodian, you must check with your brokerage firm, bank, nominee, fiduciary or other custodian to determine how to revoke your proxy.

Shares held in street name. A stockholder wanting to vote in person at the 2022 annual meeting and holding shares of our Common Stock in street name must obtain a proxy card from his or her broker and bring that proxy card to the 2022 annual meeting, together with a copy of a brokerage statement reflecting such share ownership as of the record date.

Vote required.

Election of Director Proposal. The nominee receiving the greatest numbers of votes at the meeting, assuming a quorum is present, will be elected as a Class II director to serve until his or her term expires or until his or her successor has been duly elected and qualified. Because directors are elected by plurality, abstentions from voting and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome.

Accounting Firm Proposal. The Accounting Firm Proposal requires the affirmative vote of holders of a majority of the shares of Common Stock present, in person or represented by proxy, at the 2022 annual meeting and entitled to vote on the Accounting Firm Proposal. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Accounting Firm Proposal, while broker non-votes, if any, and shares not in attendance at the 2022 annual meeting will have no effect on the outcome of any vote on the Accounting Firm Proposal.

Plan Amendment Proposal. The Plan Amendment Proposal requires the affirmative vote of holders of a majority of the shares of Common Stock present, in person or represented by proxy, at the 2022 annual meeting and entitled to vote on the Plan Amendment Proposal. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Plan Amendment Proposal, while broker non-votes, if any, and shares not in attendance at the 2022 annual meeting will have no effect on the outcome of any vote on the Plan Amendment Proposal.

Say-on-Pay Proposal. The Say-on-Pay Proposal is a non-binding advisory vote.

Interests of Directors and Executive Officers. Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in the proposals, except to the extent of their ownership of shares of our Common Stock and any outstanding equity awards or equity awards that may be granted to them under our equity incentive plans in the future.

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Board recommendations.

The Board unanimously recommends a vote “FOR” election of the Class II Director Nominee.

The Board unanimously recommends a vote “FOR” the Accounting Firm Proposal.

The Board unanimously recommends a vote “FOR” the Plan Amendment Proposal.

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

Attendance at the meeting. You are invited to attend the 2022 annual meeting only if you were an Inuvo stockholder or joint holder as of the close of business on April 27, 2022, the record date, or if you hold a valid proxy for the 2022 annual meeting. In addition, if you are a stockholder of record (owning shares in your own name), your name will be verified against the list of registered stockholders on the record date prior to your being admitted to the 2022 annual meeting. If you are not a stockholder of record but hold shares through a broker or nominee (in street name), you will need to provide proof of beneficial ownership on the record date, such as a recent account statement or a copy of the voting instruction card provided by your broker or nominee. The meeting will begin at 9:00 a.m. local time. Check-in will begin at 8:45 a.m. local time.

Communications with our Board. You may contact any of our directors by writing to them c/o Inuvo, Inc., 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201. Each communication should specify the applicable director or directors to be contacted as well as the general topic of the communication. We may initially receive and process communications before forwarding them to the applicable director. We generally will not forward to the directors a stockholder communication that is determined to be primarily commercial in nature, that relates to an improper or irrelevant topic, or that requests general information about Inuvo. Concerns about accounting or auditing matters or communications intended for non-management directors should be sent to the attention of the Chairman of the Audit Committee at the address above. Our directors may at any time review a log of all correspondence received by Inuvo that is addressed to the independent members of the Board and request copies of any such correspondence.

Who can help answer your questions? If you have additional questions after reading this proxy statement, you may seek answers to your questions by writing, calling or emailing:

John B. Pisaris, Esq.

General Counsel

Inuvo, Inc.

500 President Clinton Avenue

Suite 300

Little Rock, Arkansas 72201

Telephone: (501) 205-8508

Telecopier: (877) 311-5050

email: john.pisaris@inuvo.com

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PROPOSAL 1 – ELECTION OF DIRECTOR PROPOSAL

ELECTION OF CLASS II DIRECTOR

The Board, upon recommendation by the Nominating, Corporate Governance and Compensation Committee, has nominated Jonathan Bond for election as a Class II director, to hold office until the 2025 annual meeting of stockholders or until his successor has been duly elected and qualified. In the event Mr. Bond is unable or unwilling to serve as a director, the individuals named as proxy on the proxy card will vote the shares that he represents for election of such other person or persons as the Board may recommend. The Board has no reason to believe that Mr. Bond will be unable or unwilling to serve.

The following is biographical information on the current members of our Board:

Director Standing for Election as Class II director

Name		Age		Positions		Director Since
Jonathan Bond		64		Class II Director		2022

Jonathan Bond – Mr. Bond has been a member of our Board since March 2022. Mr. Bond previously served as the Co-Founder and Chief Executive Officer of Kirshenbaum Bond Senecal & Partners LLC (“KBP”), a global advertising and marketing agency. Prior to KBP, Mr. Bond served as the Chief Executive Officer of Big Fuel (now part of Publicis), one of the world’s largest social media agencies that serves blue chip clients. He helped establish iballs, one of the first online media agencies, which sold to Microsoft in the early 2000s. He also co-founded Media Kitchen and Varick under the KBP umbrella. From 2015 to December 2016, Mr. Bond was the founder of Tomorro LLC, an innovation consultancy. From January 2017 to June 2018, Mr. Bond was the Co-Chairman at The Shipyard, a full-service advertising agency focused on data science, which acquired Tomorro LLC. From June 2017 to June 2020, Mr. Bond was the Chairman and director of SITO Mobile, Ltd. He is currently fractional CMO/partner of Blue Bear Protection, Lacure and Halo Collar and a member of the board of directors of Sonobi, Inc. Mr. Bond has had investments and/or board roles at White Ops, Compound (formerly known as Metamorphic Ventures), TZP Group, Victors and Spoils (now part of Havas), Simplifi, Appinions, Data Xu, BlackBook magazine and Klout. Mr. Bond received a Bachelor of Arts from Washington University (St. Louis).

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ELECTION OF THE CLASS II DIRECTOR NOMINEE.

Directors Not Standing For Election

Name	Age	Positions	Director Since
Charles D. Morgan	79	Lead Independent Director; Class III Director	2009
Kenneth E. Lee	51	Class III Director	2022
Richard K. Howe	59	Executive Chairman of the Board and Chief Executive Officer; Class I Director	2008
Gordon J. Cameron	57	Class I Director	2016

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Class III Director

Term Expires at the 2023 Annual Meeting

Charles D. Morgan – Mr. Morgan has been a member of our Board since June 2009. Since 2008, he has been the Chief Executive Officer of First Orion Corp., a private company that developed and markets PrivacyStar, an application that helps protect the mobile phone users’ privacy. He also serves as a member and is the past Chairman of the Board of Trustees of Hendrix College. Mr. Morgan has extensive experience managing and investing in both private and public companies including Acxiom Corporation (NasdaqGS: ACXM), an information services company he helped grow from an early stage company to $1.4 billion in revenues during his tenure as Chief Executive Officer from 1975 to 2008. Mr. Morgan has served on the board and in various leadership roles with the Direct Marketing Association (DMA) throughout his career, serving in 2001 as chairman of the DMA board. Mr. Morgan was employed by IBM as a systems engineer for six years prior to joining Acxiom, and he holds a mechanical engineering degree from the University of Arkansas.

Kenneth E. Lee – Mr. Lee has been a member of our Board since March 2022. Mr. Lee is a Senior Vice President at Ingalls & Snyder in New York, where he manages and co-manages customized portfolios for private clients, investment partnerships and institutions. Mr. Lee came to Ingalls in 2018 with a group of clients that trace back to Bridgehampton Capital Management LLC, which Mr. Lee founded in 2006, and merged into Tocqueville Asset Management in 2014. Prior to starting his own firm, Mr. Lee joined Salomon Brothers Asset Management (SBAM) in 1998 where he managed over $1 billion in convertible and corporate bonds in a multi-strategy hedge fund setting within SBAM. Prior to SBAM, Mr. Lee worked for Brown Brothers Harriman in sell-side equity research focusing on technology and financial services firms. In addition, he has had multiple leadership roles on non-profit boards and is a member of the board of directors of CCX Network, Inc., a private telecommunications identity startup. Mr. Lee has a B.A. in History from Wesleyan University and an M.B.A. in Finance and Management from the Stern School of Business, New York University.

Class I Directors

Terms Expire at the 2024 Annual Meeting

Richard K. Howe – Mr. Howe has been a member of our Board since November 2008 and has served as Executive Chairman of the Board since March 2012 and as our Chief Executive Officer since December 2012. Previously, he served as our President and Chief Executive Officer from November 2008 until March 2012. Prior to joining Inuvo, Mr. Howe served as Chief Marketing, Strategy and M&A Officer at the billion dollar multi-channel marketing services leader Acxiom Corporation (NasdaqGS: ACXM) where, since 2004, he led the company’s transition to online marketing services, the expansion into China and the development of the big data consulting services group. From 2001 to 2004, he served as general manager of Global Marketing Services (GMS) at Fair Isaac & Company (NYSE: FICO), a leading provider of analytics products and services where he drove the company’s online initiatives. Between 1999 and 2001, Mr. Howe started, grew and sold private Internet search innovator, ieWild. Mr. Howe has over his career led the acquisition, merger or divestiture of a dozen companies on three continents worth many hundreds of millions of dollars to shareholders. Mr. Howe earned a bachelor’s degree with distinction in engineering from Concordia University, Canada, and he earned his master’s degree in engineering from McGill University, Canada.

Gordon J. Cameron – Mr. Cameron has been a member of our Board since November 2016. He is a business transformation executive with three decades of success in growing businesses while managing risk. Mr. Cameron is currently Chief Consumer Credit Risk Officer at Fifth Third Bank. Prior to Fifth Third, Mr. Cameron was EVP of consumer risk at PNC Financial Services from 2008 until 2019. He was the Chief Credit Officer, Retail and Small Business Lending, at Canadian Imperial Bank of Commerce from 2005 to 2008. Mr. Cameron was the Chief Scientist Transaction Analytics, Global Account Management Solutions at Fair Isaac Corporation FICO from 2001 to 2005. Prior to his tenure with Fair Isaac Corporation, Mr. Cameron held executive positions at IeWild Inc., HNC Software Inc., Advanta National Bank/Fleet, The Cambell Group LTD and Fidelity Bank N.A. Mr. Cameron received a MBA from Widener University School of Management and a B.S. in Finance from Pennsylvania State University.

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PROPOSAL 2 – ACCOUNTING FIRM PROPOSAL

RATIFICATION OF THE APPOINTMENT OF EISNERAMPER LLP

The Audit Committee has appointed EisnerAmper LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2021. Representatives of EisnerAmper LLP will be present at the 2022 annual meeting and will have an opportunity to make a statement or to respond to appropriate questions from stockholders. Although stockholder ratification of the appointment of our independent auditor is not required by our by-laws or otherwise, we are submitting the selection of EisnerAmper LLP to our stockholders for ratification to permit stockholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for our company. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests.

Information Regarding Prior Independent Auditor

On November 19, 2021, Mayer Hoffman McCann P.C. (“MHM”), our prior independent public accounting firm, tendered its resignation to Wallace D. Ruiz, our Chief Financial Officer. On November 23, 2021, the Audit Committee of the Board of Directors voted unanimously to accept the resignation. MHM issued the independent registered public accounting firm reports on our consolidated financial statements for the fiscal years ended December 31, 2020 and 2019.

During the years ended December 31, 2020 and December 31, 2019 and subsequent interim period preceding such resignation there were no disagreements with MHM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MHM, would have caused MHM to make reference to the subject matter of the disagreement(s) in connection with its report.

MHM’s reports on the consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles but the report on our consolidated financial statements for the year ended December 31, 2019 included an explanatory paragraph concerning the uncertainty of our ability to continue as a going concern, which was subsequently not present in the report on our consolidated financial statements for the year ended December 31, 2020.

Additionally, during the years ended December 31, 2020 and December 31, 2019 and subsequent interim period preceding such resignation there were no reportable events as described in Item 304(a)(v) of Regulation S-K except for the following two items both of which were fully remediated as described in our periodic reports (1) MHM advised the Company of a material weakness in our internal control over financial reporting related to the valuation of certain deferred tax assets, as disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2020, filed August 14, 2020; and (2) MHM advised the Company of a material weakness in its internal control over financial reporting related to the accounting treatment of modified stock-based compensation awards and related expense, as disclosed in the Company’s Form 10-Q for the quarter ended September 30, 2019, filed November 14, 2019 (collectively, the “Events”). The Audit Committee of the Board of Directors discussed the subject matter of each Event with MHM. The Company authorized MHM to respond fully to inquiries from any successor accounting firm with regard to the Events and the remediation of the Events.

The Company previously provided MHM with a copy of disclosures consistent with the information above. A letter dated November 23, 2021, from MHM stating its agreement with such statements is incorporated by reference in the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2021.

During the period from January 1, 2020 through November 23, 2021, we did not consult EisnerAmper LLP with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to us by EisnerAmper LLP that EisnerAmper LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions thereto, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

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Fees and Services

The following table shows the fees that were billed by our independent public accounting firms for the audit and other services provided for the years indicated:

	2021		2020
Audit Fees	$	361,202	$	258,768
Audit-Related Fees		-		9,500
Tax Fees		-		-
All Other Fees		22,630		66,100
Total	$	383,832	$	334,368

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. The audit fees for 2021 include $236,250 for the engagement of EisnerAmper LLP’s annual audit of our consolidated financial statements for the 2021 fiscal year and $124,952 for services provided by MHM for the 2021 fiscal year prior to their resignation as described above.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

Tax Fees — This category consists of professional services related to tax compliance.

All Other Fees — This category consists of fees for other miscellaneous items and includes $22,630 for services provided by MHM for the 2021 fiscal year prior to their resignation as described above.

MHM leases substantially all of its personnel, who work under the control of MHM shareholders, from wholly-owned subsidiaries of CBIZ, Inc., in an alternative practice structure.

Our Board has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee of the Board. The audit fees paid to the auditors with respect to 2021 were pre-approved by the Audit Committee of the Board.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF EISNERAMPER LLP.

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PROPOSAL 3 – PLAN AMENDMENT PROPOSAL

APPROVAL OF AN AMENDMENT TO OUR 2017 EQUITY COMPENSATION PLAN

On April 17, 2017, our Board of Directors approved the 2017 Plan, and the 2017 Plan was approved by our stockholders at the 2017 annual meeting. The 2017 Plan reserved 2,000,000 shares of our Common Stock for issuance pursuant to the terms of the 2017 Plan upon the grant of restricted stock awards, deferred stock grants, stock appreciation rights and/or the exercise of options granted under the 2017 Plan. The 2017 Plan also contains an “evergreen formula” pursuant to which the number of shares of Common Stock available for issuance under the 2017 Plan will automatically increase on the first trading day of January each calendar year during the term of the 2017 Plan, beginning with calendar year 2018, by an amount equal to 1% of the total number of shares of Common Stock outstanding on the last trading day in December of the immediately preceding calendar year, up to a maximum annual increase of 150,000 shares of Common Stock (the “Evergreen Formula”). Finally, the 2017 Plan contains a provision that, in certain circumstances, causes the automatic vesting of equity incentives granted under the 2017 Plan upon a change of control of the Company (the “Automatic Vesting Provision”).

On August 21, 2019, our Board of Directors approved an amendment to the 2017 Plan, and the amendment was approved by our stockholders at the 2019 annual meeting. The amendment increased the amount of shares of Common Stock reserved under the 2017 Plan to 8,800,000.

In the past we have used, and we intend in the future to use, stock options and restricted stock unit grants as incentive devices to motivate and compensate our salaried officers, directors and other key employees. Our Board believes that equity incentives represented by restricted stock unit grants and stock options enhance our ability to attract and retain the best possible persons for positions of significant responsibility by providing our officers, directors and other key employees with additional incentives to contribute to our success. Our Board further believes that the availability of such equity incentives has served, and will continue to serve, an important part in the implementation of our growth strategy. Our Board, however, believes the number of shares now available for future issuance under the 2017 Plan, as amended, is not sufficient to permit the effective use of the plan as a key tool in our overall compensation structure.

On April 27, 2022, our Board of Directors adopted, subject to stockholder approval, an amendment to our 2017 Plan which (i) will increase in the number of shares reserved for issuance upon grants made under the plan by an additional 15,000,000 shares of our Common Stock to a total of 24,550,000 shares of our Common Stock, (ii) will remove the Evergreen Formula, and (iii) will replace the Automatic Vesting Provision with a discretionary standard where equity incentive grants shall only accelerate upon the approval of the Compensation Committee. We do not currently have any agreements or understandings regarding the issuance of additional grants under the 2017 Plan if this proposal is approved at the 2022 annual meeting, but rather our Board is seeking the flexibility to make additional grants under the terms of the 2017 Plan should it deem it advisable and in the best interests of our company and in accordance with past practices.

The form of amendment to the 2017 Plan is included as Exhibit A to this proxy statement. If approved at the 2022 annual meeting, the amendment to our 2017 Plan will become effective immediately. The Board believe that the adoptions of the amendment to the 2017 Plan is in the best interests of the Company. The Board believes that the 2017 Plan, as amended, will continue to promote the achievement of both short-term and long-term objectives of the Company by (a) aligning compensation of participants with the interests of the Company shareholders, (b) enhancing the interests of participants in the growth and success of the Company, and (c) attracting and retaining participants of outstanding competence.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PLAN AMENDMENT PROPOSAL

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PROPOSAL 4 – SAY-ON-PAY PROPOSAL

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As described in detail later in this proxy statement, our executive compensation program is designed to attract and retain talented and dedicated executive officers and to align their compensation with our business objectives and performance and the interests of our stockholders. We believe that our program creates an environment of shared risk between our executive officers and our stockholders by including equity based awards and cash compensation based on financial performance as part of our executive compensation program. We believe that our executive compensation program should focus management’s attention on achieving both annual performance targets and profitable growth over a longer time period. The program is designed to reward management for the achievement of both short and long term strategic objectives as established by the Board of Directors. Additional details about our executive compensation programs, including information about executive compensation for the fiscal year ended December 31, 2021, are described under the section entitled “Executive Compensation” which begins on page 18 of this proxy statement.

Securities laws require that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executives officers as disclosed in this proxy statement at least once every three years, commonly known as a “say-on-pay” proposal. In accordance with the stockholders’ advisory vote on the frequency of the say-on-pay vote that was held at the 2017 Annual Meeting of Stockholders, the Board of Directors has determined to hold the say-on-pay vote on executive compensation once every three years until we hold another advisory vote on the frequency of the say-on-pay vote.

We are asking our stockholders to indicate their support for our named executive officers’ compensation as described in this proxy statement. This proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, the following resolution is submitted for stockholder vote at the 2022 annual meeting:

“RESOLVED, that the stockholders of Inuvo, Inc. hereby APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed in the proxy statement for the 2022 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and the narrative discussion that accompany the compensation tables.”

This say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board and our Compensation Committee value the opinion of our stockholders and to the extent there is any significant vote against the compensation of named executive officers as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” approval of the compensation of our named executive officers as disclosed in this proxy statement.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”, ON AN ADVISORY BASIS, THE SAY-ON-PAY PROPOSAL.

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OTHER MATTERS

As of the date hereof, there are no other matters that we intend to present, or have reason to believe others will present, at the 2022 annual meeting. If, however, other matters properly come before the 2022 annual meeting, the accompanying proxy authorizes the persons named as proxy or their substitute to vote on such matters as they determine appropriate.

DISSENTER’S RIGHTS

Under Nevada law there are no dissenter’s rights available to our stockholders in connection with any matter submitted to a vote of our stockholders at the 2022 annual meeting.

CORPORATE GOVERNANCE

We are committed to maintaining the highest standards of honest and ethical conduct in running our business efficiently, serving our stockholders interests and maintaining our integrity in the marketplace. To further this commitment, we have adopted our Code of Conduct and Business Code of Ethics, which applies to all our directors, officers and employees.

To assist in its governance, our Board has formed three standing committees composed entirely of independent directors, Audit, Nominating and Corporate Governance, and Compensation. In April 2022, the Board reviewed, clarified, and enhanced Board committee oversight responsibilities through amendments to Board committee charters in order to restructure the Board’s oversight activities and to separate what was formally known as the Nominating, Corporate Governance, and Compensation committee into a separate Nominating and Corporate Governance committee and a separate Compensation committee. A discussion of each committee’s function is set forth below. Additionally, we have adopted and published to all employees our Whistleblower Notice establishing procedures by which any employee may bring to the attention of our Audit Committee any disclosure regarding accounting, internal control or other auditing issues affecting our company or any improper activities of any officer or employee. Disclosure may be made anonymously.

Our by-laws, the charters of each Board committee, the independent status of a majority of our Board, our Code of Conduct and Business Code of Ethics and our Whistleblower Notice provide the framework for our corporate governance. Copies of our by-laws, committee charters, Code of Conduct and Business Code of Ethics and Whistleblower Notice may be found on our website at www.inuvo.com. Copies of these materials also are available without charge upon written request to our corporate secretary.

Board of Directors

The Board oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Executive Chairman and Chief Executive Officer and our Chief Financial Officer and by reading the reports and other materials that we send them and by participating in Board and committee meetings. Commencing with our 2008 annual meeting, our directors were divided into three classes and designated Class I, Class II and Class III. Directors may be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Directors are elected for a full term of three years. Our directors hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the stockholders.

A total of four formal meetings of the Board were held during 2021 and the Board took action by unanimous written consent three times. No director attended less than 75% of the aggregate of (i) the total number of meetings of the Board held during the time in which such director was a member of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served during the period such director served as a member of such committee.

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There are no family relationships between any of the directors and executive officers.

We do not have a formal policy regarding director attendance at annual meetings of stockholders. All of our directors are stockholders and are invited to attend our stockholder meetings. Last year, one of our directors attended the 2021 annual meeting of stockholders.

Board Leadership Structure and our Board’s Role in Risk Oversight

Mr. Richard K. Howe serves as both the Executive Chairman of our Board and our Chief Executive Officer. Mr. Charles D. Morgan, an independent director, serves as our Lead Independent Director. Our Board believes our current structure provides independence and oversight, and facilitates the communication between senior management and the full Board regarding risk oversight, which the Board believes strengthens its risk oversight activities. Moreover, the structure allows the Executive Chairman and Chief Executive Officer to better focus on his responsibilities of running the company, enhancing stockholder value and expanding and strengthening our business, while allowing the Lead Independent Director to lead the Board in its fundamental role of providing independent oversight of management.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including operational risks associated with our industry, credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Board meets regularly with management, as well as independently, to review Inuvo’s risks. Both our General Counsel and our Chief Financial Officer attend many of the Board meetings and are available to address any questions or concerns raised by any member of the Board on risk management and any other matter. The independent members of the Board work together to provide strong, independent oversight of our management and affairs through the Board’s standing committees and, when necessary, special meetings of independent directors. Our independent directors may meet at any time in their sole discretion without any other directors or representatives of management present. Each independent director has access to the members of our management team or other employees as well as full access to our books and records. We have no policy limiting, and exert no control over, meetings of our independent directors.

Board Committees

Prior to April 2022, the Board had two standing committees: (i) Audit, and (ii) Nominating, Corporate Governance and Compensation committees. After April 2022, the Board has three standing committees: (i) Audit, (ii) Nominating and Corporate Governance, and (iii) Compensation committees. Each committee has a written charter. The charters are available on our website at www.inuvo.com. Except as set forth below, all committee members are independent directors. Information concerning the current membership and function of each committee is as follows:

Prior to April 2022

Director	Audit Committee Member		Nominating, Corporate Governance and Compensation Committee Member
Charles D. Morgan	✓		✓
Gordon J. Cameron		✓(1)		✓(1)
Jonathan Bond
Kenneth E. Lee

(1) Denotes Chairperson.

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After April 2022

Director

Audit Committee Member

Nominating and Corporate Governance

Compensation Committee Member

Charles D. Morgan

✓

✓(1)

Gordon J. Cameron

✓(1)

Jonathan Bond

✓

Kenneth E. Lee

✓(1)

(1) Denotes Chairperson.

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Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility relating to:

·	the integrity of our financial statements;

·	our compliance with legal and regulatory requirements; and

·	the qualifications and independence of our independent registered public accountants.

The Audit Committee is composed of two directors, each of whom have been determined by the Board to be independent as defined by the NYSE American Company Guide. The Board has determined that Mr. Cameron qualifies as an “audit committee financial expert” as defined by the SEC. During 2021, the Audit Committee held five meetings.

Report of the Audit Committee of the Board of Directors

The primary function of the Audit Committee is to assist the Board in its oversight of our financial reporting processes. Management is responsible for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. Our independent auditors are responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles and auditing management’s assessment of the effectiveness of internal control over financial reporting.

With respect to the year ended December 31, 2021, in addition to its other work, the Audit Committee:

·	reviewed and discussed with management and EisnerAmper LLP, our independent registered public accounting firm, our audited consolidated financial statements as of December 31, 2021 and the year then ended;

·	the Audit Committee obtained from EisnerAmper LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding all relationships between it and the Company that might bear on its independence and the communications, discussed with EisnerAmper LLP any relationships that may impact the firm’s objectivity and independence, and satisfied itself as to the firm’s independence. The Audit Committee also discussed with management and EisnerAmper LLP the quality and adequacy of the Company’s internal controls; and

·	reviewed and discussed with EisnerAmper LLP the matters required to be discussed by the Statement on Auditing Standards No. 1301, as amended, and, with and without management present, discussed and reviewed the results of the independent registered public accounting firm’s examination of the consolidated financial statements.

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The audit committee recommended, based on the review and discussion summarized above, that the Board include the audited consolidated financial statements in the 2021 10-K for filing with the SEC.

Dated March 16, 2022		Audit Committee of the Board of Directors of Inuvo, Inc.

		/s/ Gordon J. Cameron, Chairman
		/s/ Charles D. Morgan

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for:

·	recommending the slate of director nominees for election to our Board;

·	identifying and recommending candidates to fill vacancies occurring between annual stockholder meetings;

·	reviewing the composition of Board committees; and

·	monitoring compliance with, reviews, and recommends changes to our various corporate governance policies and guidelines.

A majority of the persons serving on our Board must be independent. Thus, the committee has considered transactions and relationships between each director or any member of his immediate family and us or our affiliates, including those that would have been reported under “Certain Relationships and Related Transactions” below if there were any such relationships to disclose. The committee also reviewed transactions and relationships between directors or their affiliates and members of our senior management or their affiliates. As a result of this review, the former Nominating, Corporate Governance, and Compensation Committee affirmatively determined that each of Messrs. Morgan, Cameron, Bond, and Lee is independent as defined by the NYSE American Company Guide.

The committee considers all qualified candidates for our Board identified by members of the committee, by other members of the Board, by senior management and by our stockholders. The committee reviews each candidate including each candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background in management, finance, regulatory matters and corporate governance. Further, when identifying nominees to serve as director, while we do not have a policy regarding the consideration of diversity in selecting directors, the committee seeks to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. In addition, prior to nominating an existing director for re-election to the Board, the committee will consider and review an existing director’s Board and committee attendance and performance, length of Board service, experience, skills and contributions that the existing director brings to the Board, equity ownership in Inuvo and independence.

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The committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board and members of senior management. Based on its assessment of each candidate, the committee recommends candidates to the Board. However, there is no assurance that there will be any vacancy on the Board at the time of any submission or that the committee will recommend any candidate for the Board.

The Nominating and Corporate Governance Committee is composed of two directors, each of whom have been determined by the Board to be independent as defined by the NYSE American Company Guide. During 2021, the former Nominating, Corporate Governance and Compensation Committee held one formal meeting and took action by unanimous written consent six times.

Stockholder Nominations

Stockholders who would like to propose a candidate to serve on our Board may do so by submitting the candidate’s name, resume and biographical information to the attention of our corporate secretary. All proposals for nomination received by the corporate secretary will be presented to the committee for appropriate consideration. It is the policy of the Nominating and Corporate Governance Committee to consider director candidates recommended by stockholders who appear to be qualified to serve on our Board. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board. In order to avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a stockholder should submit the following information in writing, addressed to the corporate secretary of Inuvo at our main office:

·	the name and address of the person recommended as a director candidate;

·	all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

·	the written consent of the person being recommended as a director candidate to be named in the proxy statement as a nominee and to serve as a director if elected;

·	as to the person making the recommendation, the name and address, as they appear on our books, of such person, and number of shares of our Common Stock owned by such person; provided, however, that if the person is not a registered holder of our Common Stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of our Common Stock; and

·	a statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person.

Director Qualification

The following is a discussion for each director of the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to recommend to the Board, and for the Board to conclude that the individual should be serving as a director of Inuvo.

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Class I Directors

Richard K. Howe - Mr. Howe’s track record as a successful high-technology operating and marketing executive in data, analytics, and marketing services as a result of building and/or running over a dozen businesses in five countries were factors considered by the Nominating, Corporate Governance and Compensation Committee and the Board. Specifically, the Nominating, Corporate Governance and Compensation Committee and the Board viewed favorably his position at companies that include Inuvo, Acxiom Corporation, where he served as chief marketing, business strategy and M&A officer, Fair Isaac & Company, where he served as general manager, and ieWild, Inc., where he was co-founder and chairman and CEO, together with his service as a board member for the non-profit organization Business for Diplomatic Action and his academic achievements at Concordia University and McGill University in making their recommendation.

Gordon J. Cameron - Mr. Cameron’s track record as a senior executive in a variety of business segments and his in excess of three decades of experience in building successful businesses were factors considered by the Nominating, Corporate Governance and Compensation Committee and the Board. Specifically, the Nominating, Corporate Governance and Compensation Committee and the Board viewed favorably his position as Executive Vice President in Retail Lending at PNC Financial Services, one of the largest diversified financial services institutions in the United States, as well as his positions with companies such as Canadian Imperial Bank of Commerce, Fair Isaac Corporation FICO, IeWild Inc., HNC Software Inc., Advanta National Bank/Fleet, The Cambell Group LTD and Fidelity Bank N.A. together with and his academic achievements at Widener University School of Management and Pennsylvania State University in making their recommendation.

Class II Director

Jonathan Bond - Mr. Bond’s successful track record as an executive in the marketing services industry and his deep industry experience were factors considered by the Nominating, Corporate Governance and Compensation Committee and the Board. Specifically, the Nominating, Corporate Governance and Compensation Committee and the Board viewed favorably his position at companies such as Kirshenbaum Bond Senecal & Partners LLC (“KBP”), Big Fuel (now part of Publicis), iballs, Media Kitchen and Varick under the KBP umbrella, Tomorro LLC, SITO Mobile, Ltd, Blue Bear Protection, Lacure and Halo Collar, where he was either a founder or high-level executive at each, his service on the board of directors of Sonobi, Inc. and Kubient, his investment background, and his academic achievement at Washington University (St. Louis) in making their recommendation.

Class III Directors

Charles D. Morgan - Mr. Morgan’s successful track record as a high-technology executive in data, analytics, outsourcing and marketing services with a network of relationships worldwide as a result of building a billion dollar annual revenue enterprise as chairman and chief executive officer were factors considered by the Nominating, Corporate Governance and Compensation Committee and the Board. Specifically, the Nominating, Corporate Governance and Compensation Committee and the Board viewed favorably his experience at companies such as Acxiom Corporation as Chairman and CEO and IBM as a systems engineer; his role as an equity owner of Bridgehampton Capital Management LLC and a significant investor in its funds; his service as Chairman of the Advisory Board and co-manager of investments for Bridgehampton Capital Management LLC; his leadership on the Board and in various leadership roles with the Direct Marketing Association (DMA) including his service as chairman of the DMA in 2001; his service as a member and past chairman of the board of trustees of Hendrix College; and his academic achievements at the University of Arkansas in making their recommendation.

Kenneth E. Lee - Mr. Lee’s successful track record in the financial advisory industry was a factor considered by the Nominating, Corporate Governance and Compensation Committee and the Board. Specifically, the Nominating, Corporate Governance and Compensation Committee and the Board viewed favorably his financial experience and sophistication achieved at Ingalls & Snyder in New York, Bridgehampton Capital Management LLC, Tocqueville Asset Management, Salomon Brothers Asset Management (SBAM), and Brown Brothers Harriman, where he served in leadership roles and was entrusted with management over large amounts of funds, his multiple leadership roles on non-profit boards, and his academic achievements at Wesleyan University and the Stern School of Business, New York University in making their recommendation.

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In addition to the each of the individual skills and background described above, the Nominating and Corporate Governance Committee and Board also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and on the development and execution of our strategy.

Compensation Committee

The Compensation Committee is charged with overseeing our compensation programs and practices, including our executive compensation plans and incentive compensation plans. The Chief Executive Officer provides input to the committee with respect to the individual performance and compensation recommendations for the other executive officers. The committee’s charter authorizes the committee to retain an independent consultant, and from time to time has done so. The committee did not retain a consultant in 2021. The committee also prepares and supervises the Board’s annual review of director independence and the Board’s annual self-evaluation. For more information regarding the Compensation Committee’s compensation philosophy, please see “Executive Compensation” which appears later in this proxy statement.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) requires public companies to provide stockholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as “say on pay” as well as an advisory vote on how often the company will present say on pay votes to its stockholders. At our 2017 annual meeting of stockholders held on June 19, 2017, our stockholders approved a non-binding proposal that the frequency of an advisory vote on our executive compensation would be held every three years. Three years ago, at our 2019 annual meeting of stockholders held on October 4, 2019, our stockholders approved a non-binding resolution approving our executive compensation as described in that proxy statement. As such, this proxy statement contains a non-binding say on pay proposal for the approval of our current executive compensation structure.

The separated Compensation Committee was not formed in 2021 and thus did not hold any meetings during 2021, however, the former Nominating, Corporate Governance and Compensation Committee held one formal meeting and took action by unanimous written consent six times.

Compensation of Directors

During 2021, at the recommendation of our former Nominating, Corporate Governance and Compensation Committee, each independent member of our Board received a combination of a cash retainer and restricted stock units.

The following table provides information concerning the compensation paid to our independent directors for their services as members of our Board for 2021. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which we may have paid.

	Director Compensation
Name	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Charles D. Morgan		30,000		19,839		—		—		—		—		49,839
Gordon J. Cameron		30,000		19,839		—		—		—		—		49,839
G. Kent Burnett⁽¹⁾		30,000		19,839		—		—		—		—		49,839
Jonathan Bond⁽²⁾		—		—				—		—		—		—
Kenneth E. Lee ⁽²⁾		—		—				—		—		—		—

(1)	Mr. Burnett is not standing for re-election.

(2)	Messrs. Bond and Lee were appointed to the Board on March 28, 2022.

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2021 Director Compensation Policy

In December 2020, our Board modified independent director compensation so that independent directors are provided an annual restricted stock unit grant of 30,000 restricted stock units on January 1 of each year vesting on the first anniversary of each grant and an annual retainer of $30,000 payable quarterly.

Delinquent Section 16(a) Reports

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934 during the year ended December 31, 2021 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, 2021, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater stockholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, 2021, except for one late Form 4 filing for Mr. Morgan evidencing one transaction, which was inadvertently filed one day late.

Hedging Policy

In general, we discourage hedging and pledging transactions. The committee has a policy prohibiting hedging and pledging activity in our equity securities except where the activity is precleared by our general counsel in limited circumstances. The policy applies to our directors, executive officers, other members of our executive leadership team, and other officers subject to Section 16 of the Securities Exchange Act. The hedging and pledging prohibitions apply with respect to any shares of our equity securities owned by the covered persons, directly or indirectly, whether granted by us as compensation or otherwise acquired and held. Prohibited hedging activity includes purchasing financial instruments (including zero-cost collars and forward contracts establishing short positions in our securities) or otherwise engaging in transactions that are designed to, or have the effect of, hedging or offsetting any decrease in the market value of our securities. Hedging activity may only occur if approved by our general counsel in advance. Our equity securities may not be pledged as collateral for a loan or held in a margin account, except with respect to pledging activity approved by our general counsel in advance where securities are pledged as collateral for a loan and the covered person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

EXECUTIVE COMPENSATION

Executive Officers

Name		Positions
Richard K. Howe		Executive Chairman and Chief Executive Officer
Wallace D. Ruiz		Chief Financial Officer, Secretary
John B. Pisaris, Esq.		General Counsel

Executive officers of our company are appointed by the Board and serve at the pleasure of the Board.

Richard K. Howe. For information regarding Mr. Howe, please see “Board of Directors” which appears earlier in this proxy statement.

Wallace D. Ruiz. Mr. Ruiz, 70, has served as our Chief Financial Officer since June 2010. From 2005 until April 2009, Mr. Ruiz was Chief Financial Officer and Treasurer of SRI Surgical Express, Inc. (Nasdaq: STRC), a Tampa, Florida provider of outsourced sterilization and supply chain management services to healthcare providers that was acquired by Synergy Health plc. From 1995 until 2004, he was Chief Financial Officer of Novadigm, Inc. (Nasdaq: NVDM), a developer and worldwide marketer of enterprise infrastructure software that was acquired by Hewlett-Packard Company. Since March 2018, he has been a member of the board of directors of Recruiter.com Group, Inc. (OTCQB: RCRT). Mr. Ruiz received a B.S. in Computer Science from St. John’s University and a M.B.A. in Accounting and Finance from Columbia University. Mr. Ruiz is a Certified Public Accountant.

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John B. Pisaris. Mr. Pisaris, 56, has served as our General Counsel since March 2012, following our acquisition of Vertro, Inc. He served as general counsel of Vertro, Inc. from October 2004 until March 2012. From February 2004 to September 2004, Mr. Pisaris served as vice president of legal of Vertro, Inc., and prior to that was a partner at Porter Wright Morris & Arthur, LLP, a law firm, from January 2002 to January 2004.

Compensation Philosophy

The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, motivate these executive officers to materially contribute to our long-term business success, and align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on targets established by the Compensation Committee.

We believe that achievement of these compensation program objectives enhances long-term stockholder value. When designing compensation packages to reflect these objectives, the Compensation Committee has adopted the following four principles as a guide:

	·	Alignment with stockholder interests: Compensation should be tied, in part, to our stock performance through the granting of equity awards to align the interests of executive officers with those of our stockholders;

	·	Recognition for business performance: Compensation should correlate in large part with our overall financial performance;

	·	Accountability for individual performance: Compensation should partially depend on the individual executive’s performance, in order to motivate and acknowledge the key contributors to our success; and

	·	Competition: Compensation should generally reflect the competitive marketplace and be consistent with that of other well-managed companies in our peer group. In implementing this compensation philosophy, the Compensation Committee takes into account the compensation amounts from the previous years for each of the named executive officers, and internal compensation equity between the named executive officers and other employees.

2021 Compensation Determination Process

In 2021, the compensation program for our executive officers consisted of the following components:

	·	base salary;

	·	discretionary bonuses;

	·	plan awards; and

	·	other fringe benefits and perquisites.

The Compensation Committee believes that our executive compensation package consists of elements of compensation that are typically used to incentivize and reward executive management at other companies of our size, in our geographic area or in our industry. Each of these components is designed to meet the program’s objectives of providing a combination of fixed and variable, performance-based compensation linked to individual and corporate performance. In the course of setting the initial compensation level for new hires or adjusting the compensation of existing employees, the Compensation Committee considered the advice and input of our management. Our Chief Executive Officer typically makes recommendations to the Compensation Committee for any proposed changes in salary, as well as performance-based awards and stock option grants, for the other named executive officers. The Compensation Committee decides any salary change, as well as performance-based awards and stock option grants, for the Chief Executive Officer.

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Base Salary

Base salary is an important component of executive compensation because it provides executives with an assured-level of income, assists us in attracting executives and recognizes different levels of responsibility and authority among executives. The determination of base salaries is based upon the executive’s qualifications and experience, scope of responsibility and potential to achieve the goals and objectives established for the executive. Additionally, contractual provisions in executive employment agreements, past performance, internal pay equity and comparison to competitive salary practices are also considered.

In general, the Compensation Committee considers two types of potential base salary increases including “merit increases” based upon the executives’ individual performance and/or “market adjustments” based upon the peer group salary range for similar executives.

2020 Temporary Changes to our Executive Compensation

On April 29, 2020, in response to the adverse impact of the COVID-19 pandemic on Inuvo, our Board implemented a temporary compensation change (“Temporary Salary Reduction Plan”) for senior officers and employees. Effective May 1, 2020, certain employees with salaries in excess of $100,000 per year were required, on a temporary basis, to forego a specified percentage of their salary ranging from 50% to 7% (the “Reduction Percentage”). To incentivize these employees, each was granted restricted stock unit awards (each, an “Award”) pursuant to our 2017 Plan. Management anticipated that these actions would reduce ongoing expenses and assist Inuvo in achieving its short-term goals. The participants included our Executive Chairman and Chief Executive Officer, Richard Howe, our Chief Financial Officer, Wallace Ruiz, and John B. Pisaris, our General Counsel. The temporary salaries for these executive officers were as follows:

Name and Principal Position	Temporary Salary
Richard K. Howe, Executive Chairman and Chief Executive Officer	$	212,500
Wallace Ruiz, Chief Financial Officer	$	200,750
John B. Pisaris, General Counsel	$	200,750

The Awards to be issued to the affected employees were issued at the end of each semi-monthly pay period commencing May 15, 2020. The number of shares of Common Stock issued pursuant to each Award was computed as follows: applicable Reduction Percentage of one one-twenty-fourth (1/24) of the employee’s annual salary prior to the reduction divided by the per share closing price of our Common Stock on the NYSE American stock exchange on the trading day prior to the end of each semi-monthly pay period. The Awards vest six months after issuance at which time the shares would be issued. Except as otherwise provided in the 2017 Plan or any applicable employment agreement, the employee must remain in the employ of Inuvo during the vesting period and the Awards are not transferable prior to vesting. These actions remained in effect until June 30, 2020, at which time base salaries reverted to their prior levels.

Discretionary Cash Bonus Awards

From time to time, we utilize discretionary signing, promotion, retention or other bonus awards as compensation tools that provide incentives for executives to accept employment offers, to reward outstanding performance by executives and to retain key executives. We believe that these bonus awards are consistent with our overall executive compensation philosophy to achieve our recruiting and retention objectives as well as to allow discretion to address the needs of our businesses, which operate in a constantly evolving and highly competitive environment. Bonus recommendations are not determined on a formulaic basis, and no particular weight is assigned to any of the factors considered in determining discretionary bonuses.

In November 2021 the former Nominating, Corporate Governance and Compensation Committee awarded discretionary bonuses of (i) $245,000 to Mr. Howe and $75,000 to Mr. Ruiz, in each case payable over twelve months, for retention and as a reward for performance, and (ii) $75,000 to Mr. Pisaris for retention and as a reward for performance.

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Plan Awards

The objective of our long-term incentive program is to provide a long-term retention incentive for the named executive officers and others and to align their interests directly with those of our stockholders by way of stock ownership. Under our 2017 Plan, the Board or the Compensation Committee has the discretion to determine whether equity awards will be granted to named executive officers and if so, the number of shares subject to each award. Both our 2010 Plan and 2017 Plan allow the Board or the Compensation Committee to grant options and restricted stock and other stock-based awards with respect to the amount authorized under our 2010 Plan and 2017 Plan, valued in whole or in part by reference to the fair market value of the stock. In most instances, these long-term grants vest over a multi-year basis.

The Board or the Compensation Committee determines the recipients of long-term incentive awards based upon such factors as performance, the length of continuous employment, managerial level, any prior awards, and recruiting and retention demands, expectations and needs. All our employees are eligible for awards. The Board or the Compensation Committee grants such awards by formal action, which awards are not final until an award agreement is delivered by us and executed by both the Company and the employee. There is no set schedule for the Board or the Compensation Committee to consider and grant awards. The Board and the Compensation Committee have the discretion to make grants whenever it deems it appropriate in our best interests. The Compensation Committee has discretion to grant equity awards at any time.

We do not have any program, plan or practice in place to time option or other award grants with the release of material, non-public information and does not release such information for the purpose of affecting the value of executive compensation. The exercise price of stock subject to options awarded under our plans is the fair market value of the stock on the date the grant is approved by the Board or the Compensation Committee. Under the terms of each plan, the fair market value of the stock is the closing sales price of the stock on the date the grant is approved by the Board or the Compensation Committee as reported by the NYSE American.

Other Compensation and Benefits

We have historically provided perquisites and other types of non-cash benefits on a very limited basis in an effort to avoid an entitlement mentality, reinforce a pay-for-performance orientation and minimize expense. Such benefits, when provided, can include additional health care benefits and additional life insurance.

Retirement and Other Post-Termination Benefits

Other than our 401(k) plan, employment agreements with our named executive officers and certain other employment agreements which provide for severance for termination without cause, we have not entered into any employment agreements that provide for a continuation of post-employment benefits. Our benefits plans are generally the same for all employees, and so as of the date of this proxy statement, the Compensation Committee does not believe that any such plans in their present forms would continue post-employment, except as required by law (including with respect to COBRA), or otherwise set forth in our 2021 10-K. We do not currently maintain any other retirement or post-termination benefits plans.

Change in Control Severance Policy

We do not currently maintain any change in control severance plans or severance policies, except as provided in the executive employment agreements and the 2010 Plan and 2017 Plan, both of which are discussed in this section. Therefore, none of our named executive officers will receive any cash severance payments in the event we undergo a change in control, unless their employment agreement otherwise provides.

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Insurance

All full-time employees, including the named executive officers, are eligible to participate in our standard medical, dental and life insurance plans. The terms of such benefits for the named executive officers are generally the same as those for all other company employees, with the exception of the level of life insurance coverage. We pay approximately 95% of the annual health insurance premium with employees paying the balance through payroll deductions. We pay for up to $1,000,000 of basic life insurance and AD&D insurance for our CEO, CFO, and General Counsel. All other full-time employees can elect basic life insurance and AD&D insurance coverage equal to their annual salary, up to $50,000, paid by us.

401(k)

Our employees can participate in a 401(k) plan, which is a qualified defined contribution retirement plan, sponsored by the company. Participants are provided the opportunity to make salary reduction contributions to the plan on a pre-tax basis. We have the ability to make discretionary matching contributions and discretionary profit sharing contributions to such plan. Our practice has been to match participant’s contributions up to the first four percent of their annual earnings. Our match is fully vested when made. We suspended our match throughout 2019 and resumed it in 2020 except for a two month suspension in May and June 2020.

Other Benefits

We seek to maintain an open and inclusive culture in our facilities and operations among executives and other company employees. Thus, we do not provide executives with separate dining or other facilities, nor do we have programs for providing personal-benefit perquisites to executives, such as defraying the cost of personal entertainment or family travel. Our basic health care and other insurance programs are generally the same for all eligible employees, including the named executive officers.

Summary Compensation Table

The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for:

	·	all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2021;

	·	our two most highly compensated named executive officers at December 31, 2021 whose annual compensation exceeded $100,000; and

	·	up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as a named executive officer of our company at December 31, 2021.

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Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards (1) ($)		Option Awards ($)		Nonequity incentive plan compen- sation ($)		Non-qualified deferred compen- sation earnings ($)		All other compen-sation ($)		Total ($)
Richard K. Howe,	2021		425,000		245,000		2,085,000		—		—		—		7,811		2,762,811
Executive Chairman and Chief Executive Officer	2020		389,583		245,000		35,447		—		—		—		9,612		679,642

Wallace D. Ruiz,	2021		275,000		75,000		486,500		—		—		—		21,607		858,107
Chief Financial Officer	2020		262,625		75,000		12,385		—		—		—		14,958		357,210

John B. Pisaris,	2021		275,000		75,000		486,500		—		—		—		11,958		848,458
General Counsel	2020		262,625		75,000		12,385		—		—		—		9,166		359,176

(1)

The value attributable to any stock awards is computed in accordance with FASB ASC Topic 718. The awards were valued as of the date of grant when the closing price of each share of our Common Stock was $1.39. Fifty percent (50%) of the stock awards are time-based RSUs vesting over eighteen months from the grant date and the remaining fifty percent (50%) are performance-based RSUs. Performance-based RSUs are valued assuming all performance target conditions will be met during a three year period after grant. The assumptions made in the valuations of the stock awards are included in Note 13 of the notes to our consolidated financial statements for the year ended December 31, 2021 appearing in our 2021 10-K.

Executive Employment Agreements

The employment agreements entered into by Messrs. Howe, Ruiz and Pisaris, each referred to as an executive, have an initial term of one year, after which each executive’s employment agreement automatically renews for additional one-year periods on the same terms and conditions, unless either party to the agreement exercises the respective termination rights available to such party in the agreement. The employment agreements currently provide for a minimum annual base salary of $425,000 for Mr. Howe, $275,000 for Mr. Ruiz, and $335,000 for Mr. Pisaris, which may be adjusted by the Board of Directors in connection with reviews of the executive’s performance. The employment agreements require our company to compensate the executives and provide them with certain benefits if their employment is terminated. The compensation and benefits the executives are entitled to receive upon termination of employment vary depending on whether their employment is terminated:

	·	by us for cause (as defined in the employment agreements);

	·	by us without cause, or by the executive for good reason (as defined in the employment agreements);

	·	due to death or disability; or

	·	by the executive without good reason.

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In the event of a termination by our company without cause or a termination by the executive for good reason, the executive would be entitled to receive the following:

	·	his earned but unpaid basic salary through the termination date, plus a portion of the executive’s bonus based upon the bonus he would have earned in the year in which his employment was terminated, pro-rated for the amount of time employed by us during such year and paid on the original date such bonus would have been payable;

	·	an amount payable over the 12-month period following termination equal to one times the sum of his basic salary at the time of termination, plus a termination bonus equal to the bonus paid to the executive during the four fiscal quarters prior to the date of termination (except that if a target bonus has been established for Mr. Howe, Mr. Howe’s termination bonus is equal to his target bonus for the fiscal year in which the termination occurs, increased or decreased pursuant to actual performance versus targeted performance in the then current plan measured as of the end of the calendar month preceding the termination date), or in the event of a change of control (as defined below), the greater of the relevant calculation above or the bonus paid to the executive during the four fiscal quarters prior to the change of control;

	·	any other amounts or benefits owing to the executive under our then-applicable employee benefit, long-term incentive, or equity plans and programs, within the terms of such plans, payable over the 12-month period following termination; and

	·	benefits (including health, life, and disability) as if the executive was still an employee during the 12-month period following termination.

Finally, in the event of a termination without cause by our Company, with good reason by the executive, or following a change of control (as defined in the employment agreements), any equity award held by the executive will immediately and fully vest and become exercisable throughout the full term of such award as if the executive were still employed by us. In the event of a termination by us with cause, Messrs. Pisaris, Ruiz and Howe would be entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination.

In the event of a termination by us of Mr. Ruiz or Mr. Pisaris upon the death or permanent disability of such executive, the executive would be entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination, the earned but unpaid portion of any vested incentive compensation under and consistent with plans adopted by us prior to the date of termination, and over the 12 months following the date of termination an amount equal to 20% base salary at the time of termination for each year of employment with us, capped at 100% of the base salary.

In the event of a termination by us of Mr. Howe upon the death or permanent disability of such executive, the executive would be entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination, any other amounts or benefits owing to the executive under any of our then-applicable employee benefit, long-term incentive or equity plans and programs, and over the 12 months following the date of termination an amount equal to 20% base salary at the time of termination for each year of employment with us, capped at 100% of the base salary.

The executive may terminate employment for any reason (other than good reason) upon giving 30 days’ advance written notice to us. In the event of a termination by Mr. Ruiz or Mr. Pisaris without good reason, such executive is entitled to receive the earned but unpaid portion of such executive’s base salary through the date of termination, and the earned but unpaid portion of any vested incentive compensation under and consistent with our plans adopted by us prior to the date of termination. In the event of a termination by Mr. Howe without good reason, such executive is entitled to receive the earned but unpaid portion of his base salary through the termination date and any other amounts and benefits owing to the executive under our then applicable employee benefit, long term incentive or equity plans and programs.

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Outstanding equity awards at year end

The following table provides information concerning unexercised options, restricted stock units that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2021.

	OPTION AWARDS												STOCK AWARDS
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (1) (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (2) (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Richard K. Howe		—		—		—		—		—		500,000		265,000		750,000		397,500
Wallace D. Ruiz		—		—		—		—		—		116,667		61,834		175,000		92,750
John B. Pisaris		—		—		—		—		—		116,667		61,834		175,000		92,750

(1)	Fifty percent (50%) of the restricted stock units reported in this column vested on February 3, 2022, and the remaining fifty percent (50%) will vest on August 5, 2022.

(2)	Thirty-three and one-third percent (33.33%) of the restricted stock units reported in this column vested on March 25, 2022 and the remaining sixty-six and two-thirds percent (66.66%) of the restricted stock units will vest upon satisfaction of performance conditions.

Our Equity Compensation Plans

Information regarding our 2010 Plan and 2017 Plan is contained in Note 13 to the notes to our audited consolidated financial statements appearing in our 2021 10-K.

PRINCIPAL STOCKHOLDERS

At April 20, 2022, we had 119,804,962 shares of Common Stock issued and outstanding. The following table sets forth information known to us as of April 20, 2022 relating to the beneficial ownership of shares of our Common Stock by:

	·	each person who is known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

	·	each director and nominee;

	·	each named executive officer; and

	·	all named executive officers and directors as a group.

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Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of Common Stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) and that can be acquired by him within 60 days from April 20, 2022, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.

Name of Beneficial Owner	No. of Shares Beneficially Owned		% of Class

Charles Morgan		5,548,965		4.6	%
Richard K. Howe		2,661,070		2.2	%
Wallace D. Ruiz		628,111	*
John B. Pisaris		510,514	*
Gordon J. Cameron (1)		465,723	*
Jonathan Bond		-		-
Kenneth E. Lee		84,000	*
All executive officers and directors as a group (seven persons)		9,898,3833		8.3	%

Robert H. Drysdale (2)		9,170,351		7.7	%

*	represents less than 1%.

(1)	Includes 6,630 shares held by Mr. Cameron’s spouse.

(2)	Pursuant to the Schedule 13G/A filed with the SEC on February 14, 2022. The principal business address of Mr. Drysdale is 132A Royal Circle, Honolulu, Hawaii 96816.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of December 31, 2021.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a)		Weighted average exercise price of outstanding options, warrants and rights (2) ($) (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Plans approved by our stockholders:
2010 Equity Compensation Plan (3)		1,500	$	0.56		—
2017 Equity Compensation Plan		3,960,001		—		2,705,861
Plans not approved by stockholders		—		—		—

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(1)	The numbers in this column (a) reflect shares of Common Stock to be issued upon exercise of outstanding stock options and the vesting of outstanding RSUs.

(2)	The weighted-average exercise prices in this column (b) are based on outstanding options and do not take into account unvested awards of RSUs as these awards do not have an exercise price.

(3)	Expired in April 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no transactions since January 1, 2020 nor are there any currently proposed transactions in which we were or are to be participant in which any related person had or will have a direct or indirect material interest.

STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING

For a stockholder proposal to be considered for inclusion in our proxy statement for the 2023 annual meeting, the corporate secretary must receive the written proposal at our principal executive offices no later than the deadline stated below. Such proposals must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Inuvo, Inc.

Attention: Corporate Secretary

500 President Clinton Avenue

Suite 300

Little Rock, Arkansas 72201

Facsimile: (877) 311-5050

Under Rule 14a-8, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 120 calendar days before the date of our proxy statement release to stockholders in connection with the previous year’s annual meeting. However, if we did not hold an annual meeting in the previous year or if the date of next year’s annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials. Therefore, stockholder proposals intended to be presented at the 2023 annual meeting must be received by us at our principal executive office no later than 120 days prior to the anniversary date that proxy material for this year’s meeting were sent in order to be eligible for inclusion in our 2023 proxy statement and proxy relating to that meeting, which will be December 30, 2022. Any shareholder proposal submitted outside the processes of Rule 14a-8 under the Securities Exchange Act of 1934 for presentation at our 2023 annual meeting will be considered untimely for purposes of Rule 14a-4 and 14a-5 if notice thereof is not received by the Company in writing by 45 days prior to the anniversary of the date that proxy materials are sent to shareholders, which will be March 15, 2023. Upon receipt of any proposal, we will determine whether to include such proposal in accordance with regulations governing the solicitation of proxies.

You may propose director candidates for consideration by the Board’s Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for Board membership, information regarding the candidate as would be required to be included in a proxy statement filed pursuant to SEC regulations, and a written indication by the recommended candidate of her or his willingness to serve, and should be directed to the Corporate Secretary of Inuvo at our principal executive offices: Inuvo, Inc., 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201 within the time period described above for proposals other than matters brought under SEC Rule 14a-8.

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AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

As required, we have filed our 2021 10-K with the SEC. Stockholders may obtain, free of charge, a copy of the 2021 10-K by writing to us at 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201, Attention: Corporate Secretary, or from our website, www.inuvo.com.

STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they are or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you currently receive multiple proxy statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to Inuvo, Inc., Attention: Corporate Secretary, 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201 or by faxing a communication to: (877) 311-5050.

WHERE YOU CAN FIND MORE INFORMATION

This proxy statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this proxy statement is delivered upon oral or written request, without charge. Requests for such documents should be directed to Corporate Secretary, Inuvo, Inc., 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201. Please note that additional information can be obtained from our website at www.inuvo.com, and interested parties may contact us through our website at www.inuvo.com with any questions.

We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov.

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INUVO, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

2022 ANNUAL MEETING OF STOCKHOLDERS ON

JUNE 16, 2022 AT 9:00 A.M. LOCAL TIME

CONTROL ID:

REQUEST ID:

The undersigned, a stockholder of Inuvo, Inc. (the “Company”), hereby revoking any proxy heretofore given, does hereby appoint Richard K. Howe and Wallace D. Ruiz, and each of them, proxy, with power of substitution, for and in the name of the undersigned to attend the 2022 annual meeting of stockholders of the Company to be held at the Company’s offices located at 500 President Clinton Avenue, Suite 300, Little Rock, Arkansas 72201 on June 16, 2022 at 9:00 a.m. local time, or at any adjournment or postponement thereof, and there to vote, as designated below:

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS

If you vote by phone, fax or internet, please DO NOT mail your proxy card.

MAIL:

Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.

INTERNET:

www.colonialstock.com/INUV2022

PHONE:

877-285-8605

2022 ANNUAL MEETING OF THE STOCKHOLDERS OF INUVO, INC.		PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Proposal 1		FOR	AGAINST	ABSTAIN
	Election of one Class II director:
	Jonathan Bond	☐	☐	☐
Proposal 2		FOR	AGAINST	ABSTAIN
	The ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm.	☐	☐	☐
Proposal 3		FOR	AGAINST	ABSTAIN
	Approval of an amendment to the Company’s 2017 Equity Compensation Plan increasing the number of shares of our common stock available for grants under the plan, removing the evergreen formula under the plan, and replacing the automatic vesting provisions upon a change of control with a discretionary provision.	☐	☐	☐
Proposal 4		FOR	AGAINST	ABSTAIN
	An advisory vote on executive compensation.	☐	☐	☐




			MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 2022 annual meeting, and any adjournment or adjournments thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE ‘FOR’ THE ELECTION OF THE CLASS II DIRECTOR NOMINEE AND ‘FOR’ PROPOSALS 2, 3, AND 4. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS INDICATED, THE VOTE OF THE UNDERSIGNED WILL BE CAST “FOR” ALL OF THE PROPOSALS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE 2022 ANNUAL MEETING.			MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable): _______________________________ IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2022

			(Print Name of Stockholder and/or Joint Tenant)

			(Signature of Stockholder)

			(Second Signature if held jointly)

EXHIBIT A

AMENDMENT NO. 2

TO THE

INUVO, INC. 2017 EQUITY COMPENSATION PLAN

Sections 4.1, 4.3, and 10.1 of the Inuvo, Inc. 2017 Equity Compensation Plan (the “Plan”) are each hereby deleted in their entirety and replaced as follows:

4.1 Number of Shares. The total number of shares of Common Stock reserved and available for issuance under the Plan shall be twenty-four million, five hundred and fifty thousand (24,550,000) shares. Shares of Common Stock under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock, Deferred Stock Award, or Other Stock-Based Award granted hereunder are forfeited or any such Award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and Awards under the Plan.

4.3 Certain Mergers and Similar Transactions. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Awardees, (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction (each of the foregoing a “Change of Control”), any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Awardees. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Awardees as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Holder, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Holder. In the event such successor corporation (if any) refuses or otherwise declines to assume or substitute Awards, as provided above, the Committee, as constituted before such Change in Control, is authorized, and has sole discretion, (i) as to any Award, to cause the accelerated vesting of such Award, effective immediately prior to the Change of Control; and (ii) as to any Option, to cause such Option to become exercisable in full prior to the consummation of such Change of Control, in each case at such time and on such conditions as the Committee determines. If such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such time as determined by the Committee. Subject to any greater rights granted to Awardees under the foregoing provisions of this Section 4.3, in the event of the occurrence of any transaction described in this Section 4.3, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

10.1 Non-Approved Transactions. If any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board does not authorize or otherwise approve such acquisition, then the Committee, in its discretion, may cause the vesting periods of any and all Stock Options and other Awards granted and outstanding under the Plan to be accelerated and all such Stock Options and Awards may immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to such Stock Options and Awards on the terms set forth in this Plan and the respective agreements respecting such Stock Options and Awards.

Except as provided herein, all other terms and conditions of the Plan remain in full force and effect. The foregoing amendment was approved by the Company’s Board of Directors on April 27, 2022 pursuant to Section 11 of the Plan and by the Company’s stockholders on June 16, 2022. All terms not otherwise defined herein shall have the same meaning as in the Plan. This Amendment No. 2 to the Plan is effective as of June 16, 2022.

	INUVO, INC.

	By:
		Wallace D. Ruiz, Chief Financial Officer

A-1

SEC Form DEF 14A filed by Inuvo Inc.