Cardlytics, Inc. 8-K

What Happened

• Cardlytics, Inc. (NASDAQ: CDLX) filed an 8-K on May 20, 2026 reporting the results of its Annual Meeting of stockholders held that day. Of 55,070,709 shares outstanding as of the March 25, 2026 record date, 34,996,216 shares (63.54%) were present or represented by proxy.
• The company announced re-election of its three Class II director nominees (Amit Gupta, Jack Klinck, Shrishti Gupta), ratification of Deloitte & Touche LLP as independent auditor for FY2026, stockholder approval of a board-authorized reverse stock split range (1-for-5 to 1-for-15) with a corresponding reduction in authorized common shares, and a non-binding advisory approval of executive compensation (say-on-pay).

Key Details

• Shares outstanding (record date): 55,070,709; shares represented at meeting: 34,996,216 (63.54%).
• Director elections: Amit Gupta — 12,721,988 For / 548,230 Withheld; Jack Klinck — 11,262,082 For / 2,008,136 Withheld; Shrishti Gupta — 11,253,551 For / 2,016,667 Withheld. Broker non-votes: 21,725,998.
• Auditor ratification: Deloitte & Touche LLP — 34,494,578 For / 404,398 Against / 97,240 Abstained.
• Reverse stock split approval: 32,745,480 For / 2,205,871 Against / 44,865 Abstained. Board may choose a 1-for-5 to 1-for-15 reverse split (and corresponding authorized share reduction) before the 2027 annual meeting.
• Advisory vote on executive compensation: 9,840,538 For / 3,379,898 Against / 49,782 Abstained. Broker non-votes: 21,725,998.

Why It Matters

• The re-elected directors and auditor ratification maintain current governance and external audit continuity.
• Approval of the reverse stock split amendment gives the Board discretionary power to consolidate shares (between 1-for-5 and 1-for-15) and reduce authorized common stock; any actual split would be implemented only if and when the Board elects to do so, which can affect share count, per-share metrics and market perception.
• The say-on-pay passed on a non-binding basis, so management receives stockholder support for its executive pay approach but the Board is not legally required to change compensation policies.
• Significant broker non-votes (21.7M shares) were recorded for certain proposals, meaning many shares were present but not voted on those items.