Date of Report (Date of earliest event reported): May 24, 2022
CARDLYTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-38386
26-3039436
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
675 Ponce de Leon Avenue NE, Suite 6000
Atlanta
Georgia
30308
(Address of principal executive offices, including zip code)
(888)
798-5802
(Registrant's telephone, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock
CDLX
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 24, 2022, Cardlytics, Inc. (the “Company”) held its 2022 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 11, 2022. Of the 33,781,606 shares outstanding as of the record date, March 31, 2022, 29,256,299 shares or 86.6% 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 three nominees to serve as directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
Name
Votes For
Votes Withheld
David L. Adams
21,501,198
4,092,291
Scott D. Grimes
22,442,735
3,150,754
Chris Suh
25,347,779
245,710
Broker Non-Votes: 3,662,810.
Accordingly, all nominees were elected.
Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:
Votes For
Votes Against
Abstained
Ratification of appointment of Deloitte & Touche LLP
28,728,889
290,725
58,738
Accordingly, the Company’s stockholders approved Proposal No. 2.
Proposal No. 3: Advisory vote to approve compensation of the Company's named executive officers. The votes were cast as follows:
Votes For
Votes Against
Abstained
Broker Non-Votes
Approval of Compensation of the Company's Named Executive Officers
23,510,891
997,372
907,279
3,662,810
Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, Proposal No. 3.
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.
