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 23, 2023
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices, including zip code) | |||||||||||
| (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) | |||||
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2023, Cardlytics, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2023. Of the 33,670,527 shares outstanding as of the record date, March 27, 2023, 25,405,580 shares or 75.45% of the shares outstanding as of the record date, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: 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. 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.
Accordingly, all nominees were elected.
Proposal No. 2: 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. 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 | ||||||||||||||
Accordingly, the Company’s stockholders approved Proposal No. 2.
Proposal No. 3: 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 | Broker Non-Votes | ||||||||||||||||||||
| Approval of Compensation of the Company's Named Executive Officers | 10,255,071 | 9,502,997 | 241,698 | 5,401,628 | |||||||||||||||||||
Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, Proposal No. 3.
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 24, 2023 | By: | /s/ Andrew Christiansen | ||||||||
| Andrew Christiansen | |||||||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||