Cardlytics (NASDAQ: CDLX) investors back reverse split range and say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cardlytics, Inc. reported the results of its annual stockholder meeting held on May 20, 2026. Of the 55,070,709 shares outstanding as of March 25, 2026, 34,996,216 shares, or 63.54%, were present or represented by proxy.
Stockholders elected three Class II directors—Amit Gupta, Jack Klinck, and Shrishti Gupta—with each receiving over 11 million votes for, and broker non-votes of 21,725,998. They also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.
Investors approved a series of alternate amendments allowing the board, at its option, to implement a reverse stock split of the common stock at a ratio between 1-for-5 and 1-for-15, with a proportionate reduction in authorized shares, any time before the 2027 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding on record date: 55,070,709 shares
Shares represented at meeting: 34,996,216 shares
Reverse split range: 1-for-5 to 1-for-15
+3 more
6 metrics
Shares outstanding on record date
55,070,709 shares
As of March 25, 2026 record date
Shares represented at meeting
34,996,216 shares
63.54% of outstanding shares at 2026 annual meeting
Reverse split range
1-for-5 to 1-for-15
Board-authorized reverse stock split ratio range
Votes for reverse split
32,745,480 votes
Approval of reverse stock split and authorized share reduction
Votes for auditor ratification
34,494,578 votes
Ratification of Deloitte & Touche LLP for FY ending Dec 31, 2026
Say-on-pay support
9,840,538 votes for
Advisory approval of named executive officer compensation
Key Terms
reverse stock split, Amended and Restated Certificate of Incorporation, Broker Non-Votes, independent registered public accounting firm, +1 more
5 terms
reverse stock split financial
"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"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Amended and Restated Certificate of Incorporation regulatory
"Approval of a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Broker Non-Votes financial
"Broker Non-Votes: 21,725,998 Accordingly, all nominees were elected to serve as Class II directors."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of the selection by the audit committee of the Board of Deloitte & Touche LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis regulatory
"Accordingly, the Company's stockholders approved, on a non-binding advisory basis, Proposal No. 4."
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
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, 2026
(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) | |||||
| 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 | ||||||
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.
The Annual Meeting of Cardlytics, Inc. (the "Company") was held on May 20, 2026. The stockholders considered four proposals, each of which is described in more detail in the Proxy Statement. Of the 55,070,709 shares outstanding as of March 25, 2026 (the "record date"), 34,996,216 shares, or 63.54% 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 II directors, each to hold office until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| 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 20, 2026 | By: | /s/ David Evans | ||||||||
| David Evans | |||||||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
FAQ
Which directors were elected at the Cardlytics (CDLX) 2026 annual meeting?
Stockholders elected Amit Gupta, Jack Klinck, and Shrishti Gupta as Class II directors. Each received more than 11 million votes for, with broker non-votes of 21,725,998, and will serve until the 2029 annual meeting and until their successors are elected and qualified.
Did Cardlytics (CDLX) stockholders approve the reverse stock split proposal?
Yes. Stockholders approved alternate amendments permitting a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-15, with a proportionate authorized share reduction. The board may choose one amendment or abandon all before the 2027 annual meeting, at its sole discretion.
Was the Cardlytics (CDLX) executive compensation package approved?
Yes. On an advisory, non-binding basis, stockholders approved the compensation of Cardlytics’ named executive officers, with 9,840,538 votes for, 3,379,898 votes against, and 49,782 abstentions, along with 21,725,998 broker non-votes recorded on the proposal.
Which audit firm did Cardlytics (CDLX) stockholders ratify for 2026?
Stockholders ratified the selection of Deloitte & Touche LLP as Cardlytics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 34,494,578 for, 404,398 against, and 97,240 abstentions on the ratification proposal.