---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-036875"
form_type: "8-K"
ticker: "CDLX"
cik: "0001666071"
company_name: "Cardlytics, Inc."
filed_at: "2026-05-20T20:04:14+00:00"
generated_at: "2026-05-20T21:47:17.885155+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Cardlytics stockholders approve reverse stock split authorization at annual meeting

## Summary
- All three Class II director nominees elected: Amit Gupta, Jack Klinck, Shrishti Gupta.
- Ratification of Deloitte & Touche as independent auditor for fiscal 2026 approved (34.5M for, 0.4M against).
- Reverse stock split authorized at ratio 1-for-5 to 1-for-15; board may implement before 2027 AGM.
- Advisory vote on named executive officer compensation passed (9.8M for, 3.4M against).
- 55.07M shares outstanding; 63.54% of shares represented at the meeting.

## SEC filing metadata
- accession: 0001628280-26-036875
- form_type: 8-K
- ticker: CDLX
- cik: 0001666071
- company_name: Cardlytics, Inc.
- filed_at: 2026-05-20T20:04:14+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1666071/000162828026036875/0001628280-26-036875-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1666071/000162828026036875/cdlx-20260520.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-036875
- JSON: https://secwatch.observer/filing/0001628280-26-036875.json
- Plain text: https://secwatch.observer/filing/0001628280-26-036875.txt

## Key facts
- Shareholder Votes
  Cardlytics, Inc. shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers at the 2026-05-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000162828026036875/0001628280-26-036875-index.htm
- Shareholder Votes
  Cardlytics, Inc. shareholders approved 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 at the 2026-05-20 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000162828026036875/0001628280-26-036875-index.htm
- Shareholder Votes
  Cardlytics, Inc. shareholders approved 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 p at the 2026-05-20 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000162828026036875/0001628280-26-036875-index.htm
- Shareholder Votes
  Cardlytics, Inc. shareholders approved Election of three nominees to serve as Class II directors at the 2026-05-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000162828026036875/0001628280-26-036875-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.