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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 20, 2025
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).
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.
Approval of 2025 Equity Incentive Plan
As described in Item 5.07 below, on May 20, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Cardlytics, Inc. (the "Company"), the Company’s stockholders approved the Cardlytics, Inc. 2025 Equity Incentive Plan (the "Plan"). The aggregate number of shares of the Company's common stock that may be issued pursuant to stock awards under the Plan will not exceed 15,722,908 shares, which is the sum of (i) 10,000,000 new shares, (ii) the number of shares reserved, and remaining available for issuance, under our 2018 Equity Incentive Plan, and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Stock Plan or 2018 Equity Incentive Plan that would have otherwise returned to our 2018 Equity Incentive Plan (such as upon the expiration or termination of a stock award prior to vesting). The Plan was previously approved, subject to stockholder approval, by the Board of Directors (the "Board") of the Company. The Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 3, 2025 (as amended, the "Proxy Statement") as Proposal 3, beginning on page 20, and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of the Company was held on May 20, 2025. The stockholders considered four proposals, each of which is described in more detail in the Proxy Statement. Of the 52,174,481 shares outstanding as of March 26, 2025 (the "record date"), 34,079,352 shares, or 65.31% 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 the three nominees of the Company's board of directors (the "Board") to serve as Class I directors, each to hold office until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Withheld |
| Jon Francis | | 20,512,742 | | | 1,820,582 | |
| Scott Hill | | 20,964,434 | | | 1,368,890 | |
| Alex Mishurov | | 19,645,866 | | | 2,687,458 | |
Broker Non-Votes: 11,746,028
Accordingly, all nominees were elected to serve as Class I 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, 2025. The votes were cast as follows:
| | | | | | | | | | | | | | | | | |
| | Votes For | | Votes Against | | Abstained |
| Ratification of Selection of Deloitte & Touche LLP | 33,108,069 | | | 582,804 | | | 388,479 | |
Accordingly, the Company's stockholders approved Proposal No. 2.
Proposal No. 3: Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan.
| | | | | | | | | | | | | | | | | |
| | Votes For | | Votes Against | | Abstained |
| Approval of Cardlytics, Inc. 2025 Equity Incentive Plan | 18,545,816 | | | 3,485,192 | | | 302,316 | |
Broker Non-Votes: 11,746,028
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 | 18,586,420 | | | 3,427,246 | | | 319,658 | |
Broker Non-Votes: 11,746,028
Accordingly, the Company's stockholders approved, on a non-binding advisory basis, Proposal No. 4.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| | | | | | | | |
| Exhibit | | Exhibit Description |
| 10.1 | | |
| 104 | | The cover page from Cardlytics, Inc.’s Form 8-K filed on May 20, 2025, formatted in Inline XBRL. |
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 20, 2025 | By: | /s/ Alexis DeSieno |
| | | Alexis DeSieno |
| | | Chief Financial Officer (Principal Financial and Accounting Officer) |
