Cardlytics, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on May 20, 2025, specifically the 2025 Annual Meeting of Stockholders for Cardlytics, Inc. The filing details the results of four proposals submitted to stockholders and the approval of a new equity incentive plan.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. No financial statements are included in this document.
Material Changes and Corporate Actions
- Equity Incentive Plan Approval: Stockholders approved the Cardlytics, Inc. 2025 Equity Incentive Plan. The plan authorizes the issuance of up to 15,722,908 shares of common stock. This total comprises 10,000,000 new shares plus shares remaining from the 2018 plan and shares returning from expired awards under the 2008 and 2018 plans.
- Director Elections: Three Class I director nominees were elected to serve until the 2028 annual meeting: Jon Francis, Scott Hill, and Alex Mishurov.
- Auditor Ratification: Stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Executive Compensation: Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
Voting Results and Participation
As of the record date (March 26, 2025), there were 52,174,481 shares outstanding. 34,079,352 shares (65.31%) were present or represented by proxy at the meeting. There were 11,746,028 broker non-votes recorded for the director election and equity plan proposals.
| Proposal | Votes For | Votes Against | Abstained | Result |
|---|---|---|---|---|
| Election of Directors (Class I) | Varied by nominee | Varied by nominee | N/A | Approved |
| Ratification of Auditor | 33,108,069 | 582,804 | 388,479 | Approved |
| 2025 Equity Incentive Plan | 18,545,816 | 3,485,192 | 302,316 | Approved |
| Executive Compensation (Say-on-Pay) | 18,586,420 | 3,427,246 | 319,658 | Approved |
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future outlook, specific risks, or contingencies beyond the standard incorporation by reference of the Proxy Statement for details on the Equity Incentive Plan terms.
Key Facts for Investor Verification
- Verify the dilution impact of the newly approved 15,722,908 shares available under the 2025 Equity Incentive Plan.
- Review the definitive Proxy Statement (filed April 3, 2025) for the full text of the Equity Incentive Plan and specific terms of the stock awards.
- Note the significant number of broker non-votes (11,746,028) which indicates a portion of shares held in street name did not receive voting instructions for the director and equity plan proposals.
- Confirm the tenure of the newly elected Class I directors (Jon Francis, Scott Hill, Alex Mishurov) extends through the 2028 annual meeting.