UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1020, 2026

CARDLYTICS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-38386		26-3039436
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
675 Ponce de Leon Avenue NE, Suite 4100	Atlanta	Georgia	30308
(Address of principal executive offices, including zip code)
	(888)	798-5802
(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 class	Trading symbol	Name of each exchange on which registered
Common Stock	CDLX	The 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.~~02 DEPARTURE~~07 OFSUBMISSION ~~DIRECTORS OR CERTAIN OFFICERS; ELECTION~~ OF ~~DIRECTORS;~~MATTERS ~~APPOINTMENT~~TO OFA ~~CERTAIN~~VOTE ~~OFFICERS; COMPENSATORY ARRANGEMENTS~~ OF ~~CERTAIN~~SECURITY ~~OFFICERS~~HOLDERS.

OnThe Annual Meeting of Cardlytics, Inc. (the "Company") was held on May 1020, 2026,. ~~Nick~~The ~~Lynton~~stockholders considered four proposals, ~~Chief~~each ~~Legal~~of ~~and~~which ~~Privacy~~is ~~Officer~~described ofin ~~Cardlytics,~~more ~~Inc~~detail in the Proxy Statement. (Of the ~~“Company”)~~55,070,709 ~~notified~~shares ~~the~~outstanding ~~Company~~as of ~~his~~March ~~intent~~25, to2026 ~~resign~~(the ~~from~~"record ~~such~~date"), ~~position~~34,996,216 ~~effective~~shares, asor 63.54% of the ~~earlier~~shares outstanding as of the ~~appointment~~record ofdate, ~~his~~were ~~successor~~present or represented by proxy at the ~~close~~Annual Meeting. Set forth below are the results of ~~business~~the onmatters ~~July~~submitted 3,for ~~2026~~a (vote of stockholders at the ~~“Effective~~Annual ~~Date”)~~Meeting.

InProposal ~~connection with Mr~~No. ~~Lynton’s~~1: Election ~~resignation,~~of onthe ~~May~~three ~~10,~~nominees ~~2026,~~of the Company's ~~and~~board ~~Mr.~~of ~~Lynton~~directors ~~entered into a Transition Agreement~~ (the ~~“Transition Agreement”~~"Board"), ~~which~~to ~~replaced~~serve ~~the Amended and Restated Separation Pay Agreement between Mr. Lynton and the Company, dated~~ as ofClass ~~August~~II 8directors, ~~2022.~~each ~~Pursuant~~ to ~~the~~hold ~~Transition~~office ~~Agreement,~~until ~~Mr. Lynton will continue to provide services to~~ the ~~Company~~2029 ~~through~~annual ~~the~~meeting Effective Date. In the event Mr. Lynton’s successor is appointed prior to the Effective Date, Mr. Lynton will remain employed in a non-officer advisory role through the Effective Date, primarily focused on transitioning his responsibilities. Through the date his employment ends, Mr. Lynton will continue to receive his current base salary and benefits. The Transition Agreement further states that following the Effective Date, and provided that Mr. Lynton complies with the Transition Agreement and further executes a separate Release Agreement that contains both a release of ~~claims~~stockholders ~~against the Company~~ and ~~certain~~until ~~restrictive~~their ~~covenants~~respective ~~that~~successors are ~~binding~~elected ~~upon Mr. Lynton, the Company shall pay Mr. Lynton a lump sum separation payment of $380,000~~ and ~~shall reimburse Mr~~qualified. ~~Lynton~~The onvotes awere ~~monthly~~cast ~~basis~~as for the COBRA premiums actually paid by Mr. Lynton for up to twelve months, subject to certain criteria. Additionally, the Company shall pay Mr. Lynton an additional lump sum payment of $70,320.21, which is expected to be paid in the first quarter of 2027.follows:

The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.


Name	Votes For	Votes Withheld
Amit Gupta	12,721,988	548,230
Jack Klinck	11,262,082	2,008,136
Shrishti Gupta	11,253,551	2,016,667

Broker Non-Votes: 21,725,998

Accordingly, all nominees were elected to serve as Class II 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, 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

Accordingly, the Company's stockholders approved Proposal No. 2.

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. The votes were cast as follows:


	Votes For	Votes Against	Abstained
Approval of the Reverse Stock Split and Authorized Shares Reduction	32,745,480	2,205,871	44,865

Accordingly, the Company's stockholders approved Proposal No. 3.

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

Accordingly, the Company's stockholders approved, on a non-binding advisory basis, Proposal No. 4.

SIGNATURES

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 1220, 2026	By:	/s/ ~~Amit~~David ~~Gupta~~Evans
			Amit Gupta
			David Evans
			Chief Executive Officer(Principal Executive Officer)
			Chief Financial Officer(Principal Financial and Accounting Officer)

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