Cardlytics Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:04

Proxy Results (Form 8-K)

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Cardlytics, Inc. (the "Company") was held on May 20, 2026. The stockholders considered four proposals, each of which is described in more detail in the Proxy Statement. Of the 55,070,709 shares outstanding as of March 25, 2026 (the "record date"), 34,996,216 shares, or 63.54% of the shares outstanding as of the record date, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of the three nominees of the Company's board of directors (the "Board") to serve as Class II directors, each to hold office until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
Name Votes For Votes Withheld
Amit Gupta
12,721,988 548,230
Jack Klinck
11,262,082 2,008,136
Shrishti Gupta
11,253,551 2,016,667
Broker Non-Votes: 21,725,998
Accordingly, all nominees were elected to serve as Class II directors.
Proposal No. 2: Ratification of the selection by the audit committee of the Board of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:
Votes For Votes Against Abstained
Ratification of Selection of Deloitte & Touche LLP 34,494,578 404,398 97,240
Accordingly, the Company's stockholders approved Proposal No. 2.
Proposal No. 3: Approval of a series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation to effect, at the option of the Board, a reverse stock split of the Company's common stock at a reverse stock split ratio ranging from 1-for-5 to 1-for-15, inclusive, and a corresponding proportionate reduction in the total number of authorized shares of our common stock, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board, in its sole discretion, prior to the date of the 2027 Annual Meeting of Stockholders. The votes were cast as follows:
Votes For Votes Against Abstained
Approval of the Reverse Stock Split and Authorized Shares Reduction
32,745,480 2,205,871 44,865
Accordingly, the Company's stockholders approved Proposal No. 3.
Proposal No. 4: Approval, on an advisory basis, of the compensation of the Company's named executive officers. The votes were cast as follows:
Votes For Votes Against Abstained
Approval of Compensation of the Company's Named Executive Officers 9,840,538 3,379,898 49,782
Broker Non-Votes: 21,725,998
Accordingly, the Company's stockholders approved, on a non-binding advisory basis, Proposal No. 4.
Cardlytics Inc. published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 20, 2026 at 20:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]