|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Inuvo, Inc. 10-K 12/31/23 80:5.2M Blueprint/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 990K
2: EX-10.1 Google Services Agreement HTML 83K
3: EX-21.1 Subsidiaries List HTML 20K
4: EX-23.1 Consent of Eisneramper HTML 19K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 37K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 23K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 20K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 20K
15: R1 Cover HTML 90K
16: R2 Consolidated Balance Sheets HTML 133K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
18: R4 Consolidated Statements of Operations and HTML 85K
Comprehensive Loss
19: R5 Consolidated Statements of Stockholders' Equity HTML 75K
20: R6 Consolidated Statements of Cash Flows HTML 116K
21: R7 Organization and Business HTML 34K
22: R8 Summary of Significant Accounting Policies HTML 52K
23: R9 Fair Value Measurements HTML 57K
24: R10 Allowance for Credit Losses HTML 30K
25: R11 Property and Equipment HTML 32K
26: R12 Intangible Assets and Goodwill HTML 80K
27: R13 Bank Debt HTML 24K
28: R14 Accrued Expenses and Other Current Liabilities HTML 30K
29: R15 Commitments HTML 25K
30: R16 Income Taxes HTML 61K
31: R17 StockBased Compensation HTML 47K
32: R18 Stockholders Equity HTML 30K
33: R19 Retirement Plan Costs HTML 24K
34: R20 Leases HTML 40K
35: R21 Related Parties HTML 27K
36: R22 Subsequent Event HTML 23K
37: R23 Summary of Significant Accounting Policies HTML 105K
(Policies)
38: R24 Summary of Significant Accounting Policies HTML 26K
(Tables)
39: R25 Fair Value Measurements (Tables) HTML 51K
40: R26 Allowance for Credit Losses (Tables) HTML 29K
41: R27 Property and Equipment (Tables) HTML 31K
42: R28 Intangible Assets and Goodwill (Tables) HTML 81K
43: R29 Accrued Expenses and Other Current Liabilities HTML 30K
(Tables)
44: R30 Income Taxes (Tables) HTML 56K
45: R31 StockBased Compensation (Tables) HTML 47K
46: R32 Leases (Tables) HTML 42K
47: R33 Organization and Business (Details Narrative) HTML 47K
48: R34 Summary of Significant Accounting Policies HTML 23K
(Details)
49: R35 Summary of Significant Accounting Policies HTML 50K
(Details Narrative)
50: R36 Fair Value Measurements (Details) HTML 32K
51: R37 Fair Value Measurements (Details 1) HTML 39K
52: R38 Fair Value Measurements Narrative (Details) HTML 22K
53: R39 Allowance for Credit Losses (Details) HTML 31K
54: R40 Allowance for Credit Losses (Details Narrative) HTML 27K
55: R41 Property and Equipment (Details) HTML 37K
56: R42 Property and Equipment (Details Narrative) HTML 23K
57: R43 Intangible Assets and Goodwill (Details) HTML 67K
58: R44 Intangible Assets and Goodwill (Details 1) HTML 36K
59: R45 Bank Debt (Details Narrative) HTML 46K
60: R46 Accrued Expenses and Other Current Liabilities HTML 33K
(Details)
61: R47 Commitments (Details Narrative) HTML 36K
62: R48 Income Taxes (Details) HTML 31K
63: R49 Income Taxes (Details 1) HTML 30K
64: R50 Income Taxes (Details 2) HTML 56K
65: R51 Income Taxes (Details Narrative) HTML 34K
66: R52 Stock Based Compensation (Details) HTML 33K
67: R53 Stock Based Compensation (Details 1) HTML 26K
68: R54 Stock Based Compensation (Details 2) HTML 43K
69: R55 Stock Based Compensation (Details Narrative) HTML 34K
70: R56 Stockholders Equity (Details Narrative) HTML 45K
71: R57 Retirement Plan Costs (Details Narrative) HTML 24K
72: R58 Leases Operating Leases (Details) HTML 52K
73: R59 Leases Narrative (Details Narrative) HTML 36K
74: R60 Related Parties (Details Narrative) HTML 34K
75: R61 Subsequent Event (Details Narrative) HTML 25K
77: XML IDEA XML File -- Filing Summary XML 134K
80: XML XBRL Instance -- inuvo_10k_htm XML 1.04M
76: EXCEL IDEA Workbook of Financial Report Info XLSX 111K
12: EX-101.CAL XBRL Calculations -- inuvo-20231231_cal XML 158K
14: EX-101.DEF XBRL Definitions -- inuvo-20231231_def XML 348K
11: EX-101.LAB XBRL Labels -- inuvo-20231231_lab XML 917K
13: EX-101.PRE XBRL Presentations -- inuvo-20231231_pre XML 677K
10: EX-101.SCH XBRL Schema -- inuvo-20231231 XSD 156K
78: JSON XBRL Instance as JSON Data -- MetaLinks 389± 554K
79: ZIP XBRL Zipped Folder -- 0001654954-24-002423-xbrl Zip 250K
EXHIBIT 97.1
INUVO, INC.
CLAWBACK POLICY
Effective as of October 2, 2023
Introduction
The Board of Directors (the “Board”) of Inuvo, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this Inuvo, Inc. Clawback Policy (the “Policy”), which provides for the recoupment of certain executive compensation in the event of (1) an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or (2) misconduct by an officer/employee subject to this Policy. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the national securities exchange on which the Company’s securities are listed, which currently is NYSE American Company Guide Section 811 (the “Listing Standards”).
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former employees of the Company who are (or were) “officers” as defined under Rule 16a-1 under the Exchange Act and determined in accordance with Section 10D of the Exchange Act and the applicable Listing Standards, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
Covered Performance-Based Compensation
This Policy shall apply to all Performance-Based Compensation Received by a Covered Executive (i) on or after the Effective Date of this Policy, (ii) after beginning service as a Covered Executive, (iii) with respect to service as a Covered Executive at any time during the applicable performance period relating to any Performance-Based Compensation (regardless of whether such Covered Executive is serving at the time any Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period. “Performance-Based Compensation” means any of the following; provided that such compensation is granted, earned or vested based wholly or in part on the attainment of one or more of the following Financial Reporting Measures:
| 1 |
|
| · | Annual bonuses and other short- term and long-term cash incentives. |
|
|
|
|
|
| · |
Stock options. |
|
|
|
|
|
| · | Stock appreciation rights. |
|
|
|
|
|
| · | Restricted stock. |
|
|
|
|
|
| · | Restricted stock units. |
|
|
|
|
|
|
· | Performance shares. |
|
|
|
|
|
| · | Performance units. |
A “Financial Reporting Measure” is defined as: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from the financial information, such as revenues, EBITDA or net income, and (ii) stock price and total shareholder return measures. A financial reporting measure need not be presented within the financial statements or included in a filing with the Commission.
Performance-Based Compensation is “Received” on the date of actual or deemed receipt, and for purposes of the foregoing, deemed receipt occurs in the Company’s fiscal period during which the applicable Financial Reporting Measure is attained, even if payment or grant of the Performance-Based Compensation occurs after the end of that period.
Recoupment; Accounting Restatement; Misconduct
In the event of a Restatement, the Board will promptly (i) determine the amount of any Excess Performance-Based Compensation Received by a Covered Executive during the Clawback Period, and (ii) within 60 days after the Restatement is filed with the Securities and Exchange Commission, deliver a written notice to each applicable Covered Executive stating the amount of any Excess Performance-Based Compensation Received and a demand for repayment or return of such compensation. For this purpose, recovery of Excess Performance-Based Compensation Received will occur regardless of whether the Covered Executive engaged in misconduct or was otherwise directly or indirectly responsible for the Restatement.
A “Restatement” occurs when the Company is required to prepare an accounting restatement of its financial statements (i) due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements of the Company that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements of the Company, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
| 2 |
The “Clawback Period” is the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, except as otherwise required under applicable Listing Standards with respect to any transition period relating to a change in the Company’s fiscal year.
The amount of “Excess Performance-Based Compensation Received” by a Covered Executive to be recovered will be the excess of the Performance-Based Compensation Received by the Covered Executive based on the erroneous data over the Performance-Based Compensation that would have been Received by the Covered Executive had it been based on the restated results, as determined by the Board and computed without regard to taxes paid. Where Performance-Based Compensation is based on or otherwise derived from stock price or total shareholder return or such other factors that are not subject to mathematical recalculation directly from information in the applicable Restatement, the amount of Excess Performance-Based Compensation Received shall be determined by the Board based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return or other such factors, as applicable, upon which the Performance-Based Compensation was Received.
In the event that a Covered Executive engages in misconduct, including, but not limited to, fraud, intentional misconduct, gross negligence, or manipulation of earnings (“Misconduct”) that does not result in a Restatement, the Board may require reimbursement or forfeiture of Performance-Based Compensation Received by a Covered Executive in an amount and during a time period to be determined by the Board in its sole discretion, which may include recovery of all Performance-Based Compensation Received by the Covered Executive during the affected time period.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Performance-Based Compensation hereunder which may include, without limitation (i) requiring reimbursement of cash Performance-Based Compensation previously paid; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (iii) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; (iv) cancelling outstanding vested or unvested equity awards; and/or (v) taking any other remedial and recovery action permitted by law, as determined by the Board.
To the extent a Covered Executive fails to repay all Excess Performance-Based Compensation Received, the Company shall take all actions reasonable and appropriate to recover such Excess Performance-Based Compensation Received from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Excess Performance-Based Compensation Received.
| 3 |
Notwithstanding anything in this Policy to the contrary, the Company shall not be required to seek recoupment to the extent the Board determines that recoupment would be impracticable in a manner consistent with the applicable Listing Standards, because either (i) the direct expenses paid to a third party to assist in enforcing this Policy against a Covered Executive would exceed the amount to be recovered from that Covered Executive, after the Company has made a reasonable attempt to recover the Excess Performance-Based Compensation Received; or (ii) recovery from a Covered Executive would likely cause an otherwise tax-qualified retirement plan under which benefits are broadly available to employees of the Company to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Reporting and Disclosure
The Company shall file all disclosures with respect to this Policy with the Securities and Exchange Commission in accordance with the requirements of all applicable securities laws and shall provide any documentation with respect thereto to the NYSE American exchange in accordance with applicable Listing Standards.
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Performance-Based Compensation that is repaid, returned or recovered pursuant to this Policy or otherwise indemnify or provide advancement of any costs related to the Company’s enforcement of this Policy. If a Covered Executive purchases insurance to cover potential recovery obligations, the Company may not pay or reimburse the Covered Executive for premiums for such an insurance policy. Further, the Company may not enter into any agreement that exempts any Performance-Based Compensation that is granted, paid, or awarded to a Covered Executive from the application of this Policy or that waives the Company’s right to recovery of any Excess Performance-Based Compensation Received, and this Policy shall supersede any such agreement (whether entered into before, on, or after the Effective Date of this Policy).
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission, NYSE American Company Guide Section 811, and any other applicable Listing Standards.
| 4 |
Effective Date
This Policy, as restated, shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Performance-Based Compensation that is received by Covered Executives on or after October 2, 2023.
Amendment; Termination
The Board may amend or terminate this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with applicable securities laws or rules and any Listing Standards. Notwithstanding the foregoing, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, Section 10D of the Exchange Act, or any applicable Listing Standards.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| 5 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| List all Filings | ||||