Cardlytics appoints Alex Mishurov to board under cooperation agreement with CAS Investment Partners

Cardlytics, Inc.

Alex Mishurov appointed as Class I director effective immediately; term expires at 2025 annual meeting.
Cooperation agreement with CAS Investment Partners (14.4% owner) includes standstill, voting, and non-disparagement clauses.
Mishurov will serve on Compensation, Nominating & Governance, and Transaction Committees.
No compensation through 2025 AGM; thereafter $30K annual retainer, $20K committee retainer, and $165K RSU award.
Mishurov is CEO/CIO of KPS Global Asset Management and a long-time Cardlytics investor.

item 1.01 item 5.02 item 7.01 item 9.01

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Appointed

Alex Mishurov

Class I director

CDLX · Cardlytics, Inc.

Effective: 2023-09-19
Filed: September 19, 2023, 7:59 PM ET

On September 19, 2023, the Board authorized an increase the size of the Board to nine directors and appointed Mr. Mishurov to serve as a Class I director of the Company, effective immediately.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Alex Mishurov was appointed as Class I director at Cardlytics, Inc..

Action: appointed
Role: Class I director

Exact text from the filing

On September 19, 2023, the Board authorized an increase the size of the Board to nine directors and appointed Mr. Mishurov to serve as a Class I director of the Company, effective immediately.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cardlytics, Inc. entered into Cooperation Agreement with CAS Investment Partners, LLC valued at Appointment of Alex Mishurov to the Board, standstill obligations, mutual non-disparagement (effective 2023-09-19).

Action: entry
Counterparty: CAS Investment Partners, LLC
Value: Appointment of Alex Mishurov to the Board, standstill obligations, mutual non-disparagement
Effective: 2023-09-19

Exact text from the filing

On September 19, 2023, Cardlytics, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with CAS Investment Partners, LLC and certain of its affiliates (collectively, the “Investors”) regarding the membership and composition of the board of directors of the Company (the “Board”) and related matters.

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Source: SEC EDGAR

accession 0001666071-23-000133

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