Cardlytics Stockholder Meeting Results Announced

TL;DR

Cardlytics shareholders re-elected directors and approved executive pay; PwC is the auditor.

AI Summary

On May 23, 2024, Cardlytics, Inc. filed an 8-K report to announce the results of its 2024 Annual Meeting of Stockholders. The company reported that all director nominees were elected, and the "Say-on-Pay" advisory vote on executive compensation was approved. Additionally, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified.

Why It Matters

This filing confirms shareholder confidence in the current board and executive compensation, and ratifies the auditor, providing stability and transparency for investors.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing the outcomes of a shareholder meeting and auditor ratification, with no new material risks introduced.

Key Players & Entities

• Cardlytics, Inc. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
• May 23, 2024 (date) — Date of Report
• 2024 (date) — Fiscal Year End

FAQ

Filing Documents

• cdlx-20240523.htm (8-K) — 39KB
• cdlx-20240523_g1.jpg (GRAPHIC) — 26KB
• 0001666071-24-000097.txt ( ) — 252KB
• cdlx-20240523.xsd (EX-101.SCH) — 3KB
• cdlx-20240523_def.xml (EX-101.DEF) — 14KB
• cdlx-20240523_lab.xml (EX-101.LAB) — 25KB
• cdlx-20240523_pre.xml (EX-101.PRE) — 15KB
• cdlx-20240523_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 23, 2024, Cardlytics, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). The stockholders considered three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024. Of the 48,173,734 shares outstanding as of March 26, 2024 (the "record date"), 35,710,280 shares, or 74.12% 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 two nominees of the Company's board of director (the "Board") to serve as Class III directors, each to hold office until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows: Name Votes For Votes Withheld Andre Fernandez 24,833,464 531,612 Liane Hornsey 24,855,936 509,140 Broker Non-Votes: 10,345,204 Accordingly, all nominees were elected to serve as Class III 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, 2024. The votes were cast as follows: Votes For Votes Against Abstained Ratification of Selection of Deloitte & Touche LLP 35,218,022 155,179 337,079 Accordingly, the Company's stockholders approved Proposal No. 2. Proposal No. 3 : 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 15,925,219 9,043,339 396,518 Broker Non-Votes: 10,345,204 Accordingly, the Company's stockholders approved, on

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cardlytics, Inc. Date: May 23, 2024 By: /s/ Alexis DeSieno Alexis DeSieno Chief Financial Officer (Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR