Cardlytics (CDLX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, with four key proposals for shareholder vote, including director elections, auditor ratification, equity plan approval, and a say-on-pay advisory vote.

• Proxy materials are primarily distributed online, with options for mail or email delivery and multiple voting methods available.

• Only shareholders of record as of March 26, 2025, are eligible to vote; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors, ratifying Deloitte & Touche LLP as auditor, approving the 2025 Equity Incentive Plan, and an advisory vote on executive compensation.

• Shareholder proposals and director nominations for the 2026 meeting are due between January 20 and February 19, 2026.

• The 2025 Equity Incentive Plan proposes a fixed share reserve, eliminates the evergreen provision, and includes governance best practices.

Board of directors and corporate governance

• Board consists of eight members divided into three classes, 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 management actively engage with shareholders, incorporating feedback into governance and compensation practices.