{"schema_version":"secwatch.filing_event.v1","accession":"0001666071-23-000076","form_type":"8-K","ticker":"CDLX","cik":"0001666071","company_name":"Cardlytics, Inc.","filed_at":"2023-05-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.943188+00:00","generated_at":"2026-06-14T16:03:27.601629+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Cardlytics annual meeting results; say-on-pay passes with 48% against votes","bullets":["Elected Class II directors Temsamani, Klinck, Weisman; votes 19.5M, 17.1M, 12.1M for respectively.","Ratified Deloitte & Touche as auditor for FY2023 with 24.7M for, 0.3M against.","Advisory say-on-pay passed: 10.3M for, 9.5M against, 5.4M broker non-votes (48% of cast votes opposed).","Turnout: 25.4M shares (75.45%) of 33.7M outstanding voted at May 23, 2023 meeting."],"urls":{"canonical":"https://secwatch.observer/filing/0001666071-23-000076","json":"https://secwatch.observer/filing/0001666071-23-000076.json","markdown":"https://secwatch.observer/filing/0001666071-23-000076.md","text":"https://secwatch.observer/filing/0001666071-23-000076.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1666071/000166607123000076/0001666071-23-000076-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1666071/000166607123000076/cdlx-20230523.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T16:03:27.601629+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5ffe87ab018aced2a2d690f383623a969cab91ac","claim":"Cardlytics, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-05-23 meeting.","evidence_excerpt":"The votes were cast as follows: Votes For Votes Against Abstained Ratification of Appointment of Deloitte & Touche LLP 24,745,422 328,907 327,065","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1666071/000166607123000076/0001666071-23-000076-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"82a6fe0bc239751f4c8fcd6b6525305ba6d99aa9","claim":"Cardlytics, Inc. shareholders approved Election of three nominees to serve as Class II directors, each to hold office until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified. at the 2023-05-23 meeting.","evidence_excerpt":"The votes were cast as follows: Name Votes For Votes Withheld Karim Temsamani 19,486,343 517,609 John Klinck 17,121,717 2,882,235 Tony Weisman 12,142,460 7,861,492 Broker Non-Votes: 5,401,628.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1666071/000166607123000076/0001666071-23-000076-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"},{"claim_id":"f97ada98f8d8e3b90debf0850b50654d604782bf","claim":"Cardlytics, Inc. shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers. at the 2023-05-23 meeting.","evidence_excerpt":"The votes were cast as follows: Votes For Votes Against Abstained Broker Non-Votes Approval of Compensation of the Company's Named Executive Officers 10,255,071 9,502,997 241,698 5,401,628","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1666071/000166607123000076/0001666071-23-000076-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-23"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}