Cardlytics (CDLX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, with four key proposals: director elections, auditor ratification, reverse stock split, and advisory vote on executive compensation.

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

• Record date for voting is March 25, 2026, with 55,070,709 shares outstanding and entitled to vote.

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 at a ratio between 1-for-5 and 1-for-15, with a corresponding reduction in authorized shares.

• Advisory vote on executive compensation (Say-on-Pay).

• Procedures for shareholder proposals and director nominations for the 2027 meeting are detailed, including deadlines and required information.

Board of directors and corporate governance

• Board consists of eight members, divided into three classes with staggered three-year terms.

• Seven of eight directors are independent; CEO is not independent.

• 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.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place and regularly reviewed.