Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2024
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of
incorporation or organization)
File Number)
(I.R.S. Employer
Identification No.)
675 Ponce de Leon Avenue NE, Suite 4100AtlantaGeorgia30308
(Address of principal executive offices, including zip code)
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 classTrading symbolName of each exchange on which registered
Common StockCDLXThe 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
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 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 Fernandez24,833,464 531,612 
Liane Hornsey24,855,936 509,140 
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 LLP35,218,022 155,179 337,079 
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 Officers15,925,219 9,043,339 396,518 
Broker Non-Votes: 10,345,204
Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, Proposal No. 3.

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, 2024By:/s/ Alexis DeSieno
  Alexis DeSieno
Chief Financial Officer
(Principal Financial and Accounting Officer)

Document and Entity Information
May 23, 2024
Entity Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 23, 2024
Entity Registrant Name CARDLYTICS, INC.
Entity Central Index Key 0001666071
Entity Incorporation, State or Country Code DE
Entity File Number 001-38386
Entity Tax Identification Number 26-3039436
Entity Address, Address Line One 675 Ponce de Leon Avenue NE, Suite 4100
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30308
City Area Code (888)
Local Phone Number 798-5802
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Title of 12(b) Security Common Stock
Security Exchange Name NASDAQ
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Registrant Name CDLX

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