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): July 28, 2020
(Exact Name of Registrant as Specified in its Charter)
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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 OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 28, 2020, Cardlytics, Inc. (the “Company”) and David T. Evans agreed that the transition of duties had been completed and that Mr. Evans would retire as Chief Administrative Officer, effective September 30, 2020. In connection therewith and in recognition of Mr. Evans’ service to the Company, Mr. Evans and the Company entered into a separation and release agreement which provides for benefits consistent with the benefits Mr. Evans was eligible to receive pursuant to Mr. Evans’ Amended and Restated Separation Pay Agreement, dated January 26, 2018, and previously described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 20, 2020. The separation and release agreement also contains a release and certain restrictive covenants. In addition, pursuant to the terms of Mr. Evans’ outstanding equity awards, all unvested performance-based restricted stock units for which the performance threshold has been achieved and all of his restricted stock units will vest on September 30, 2020.
The foregoing description of the separation and release agreement is not complete and is qualified in its entirety by reference to the separation agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2020.
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: | July 28, 2020 | By: | /s/ Andrew Christiansen |
Andrew Christiansen | |||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||