Cardlytics (CDLX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, with proxy materials primarily distributed online and voting available via internet, phone, or mail.

• Four key proposals: election of three directors, ratification of Deloitte & Touche LLP as auditor, approval of a reverse stock split and authorized shares reduction, and advisory approval of executive compensation.

• Board recommends voting in favor of all proposals; detailed instructions provided for voting and attending the meeting.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring in 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Approval of a reverse stock split (1-for-5 to 1-for-15) and corresponding reduction in authorized shares, with the Board empowered to set the ratio.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• Board consists of eight members, with a majority deemed independent under Nasdaq and SEC rules.

• Board Chair is independent, enhancing oversight and accountability.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board and committees met regularly, with high attendance and executive sessions for independent directors.

• Formal process for shareholder communications and director nominations.