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At Cardlytics, Inc.'s shareholder meeting held May 20, 2026, in the 2025-2026 proxy season, 51 asset managers reported how they voted in their SEC Form N-PX filings, covering 261 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory vote to approve compensation of named executive officers. — Cardlytics, Inc.'s filing reports the proposal as approved, with 74% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Cardlytics, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 20, 2026.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and Cardlytics, Inc.’s Form 8-K, filed May 20, 2026 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of May 20, 2026: 6 items on Cardlytics, Inc.’s Form 8-K, filed May 20, 2026: 3 elected · 3 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Cardlytics, Inc. in the interactive database Compare manager voting policies
These tallies are Cardlytics, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 20, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Amit Gupta | 12,721,988 | -- | -- | 548,230 | -- | 96% | Elected | — |
| Elect Director: Jack Klinck | 11,262,082 | -- | -- | 2,008,136 | -- | 85% | Elected | — |
| Elect Director: Shrishti Gupta | 11,253,551 | -- | -- | 2,016,667 | -- | 85% | Elected | — |
| 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 | 34,494,578 | 404,398 | 97,240 | -- | -- | 99% | Approved | — |
| 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 | 32,745,480 | 2,205,871 | 44,865 | -- | -- | 94% | Approved | — |
| 4. Approval, on an advisory basis, of the compensation of the Company's named executive officers | 9,840,538 | 3,379,898 | 49,782 | -- | -- | 74% | Approved | — |
Source: Cardlytics, Inc., Form 8-K, filed with the SEC on May 20, 2026 — read the filing on EDGAR.
Each item below shows how the 51 asset managers that disclosed a Cardlytics, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Cardlytics, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Amit Gupta
Cardlytics, Inc.’s own tally for this item (“Elect Director: Amit Gupta”): 12,721,988 for, 548,230 withheld, per its Form 8-K filed May 20, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The votes were cast as follows: Broker Non-Votes: 21,725,998 Accordingly, all nominees were elected to serve as Class II directors.”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 11 asset managers below reported 2,113,841 for, 4 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,524,673 | 0 | 4 | 0 | For |
| Fidelity | 299,073 | 0 | 0 | 0 | For |
| Invesco | 165,421 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 75,758 | 0 | 0 | 0 | For |
| Goldman Sachs | 38,051 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 5,000 | 0 | 0 | 0 | For |
| BlackRock | 2,240 | 0 | 0 | 0 | For |
| Equitable | 1,765 | 0 | 0 | 0 | For |
| John Hancock | 1,208 | 0 | 0 | 0 | For |
| Guggenheim | 382 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 270 | 0 | 0 | 0 | For |
Combines 6 wordings of this item as funds reported it.
85% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Jack Klinck
Cardlytics, Inc.’s own tally for this item (“Elect Director: Jack Klinck”): 11,262,082 for, 2,008,136 withheld, per its Form 8-K filed May 20, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The votes were cast as follows: Broker Non-Votes: 21,725,998 Accordingly, all nominees were elected to serve as Class II directors.”
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 11 asset managers below reported 1,998,432 for, 114,191 withheld, 1,222 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,524,663 | 0 | 14 | 0 | For |
| Fidelity | 299,073 | 0 | 0 | 0 | For |
| Invesco | 165,421 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 75,758 | Withhold |
| Goldman Sachs | 0 | 0 | 0 | 38,051 | Withhold |
| TETON WESTWOOD FUNDS | 5,000 | 0 | 0 | 0 | For |
| BlackRock | 2,240 | 0 | 0 | 0 | For |
| Equitable | 1,765 | 0 | 0 | 0 | For |
| John Hancock | 0 | 0 | 1,208 | 0 | Abstain |
| Guggenheim | 0 | 0 | 0 | 382 | Withhold |
| Advisors' Inner Circle Fund III | 270 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
95% of fund votes cast · no official result
The 7 asset managers below reported 1,986,908 for, 114,191 withheld. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,520,649 | 0 | 0 | 0 | For |
| Fidelity | 299,073 | 0 | 0 | 0 | For |
| Invesco | 165,421 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 75,758 | Withhold |
| Goldman Sachs | 0 | 0 | 0 | 38,051 | Withhold |
| Equitable | 1,765 | 0 | 0 | 0 | For |
| Guggenheim | 0 | 0 | 0 | 382 | Withhold |
Combines 4 wordings of this item as funds reported it.
85% Majority: yes · of votes cast
Description as filed by funds: DIRECTOR: SHRISHTI GUPTA
Cardlytics, Inc.’s own tally for this item (“Elect Director: Shrishti Gupta”): 11,253,551 for, 2,016,667 withheld, per its Form 8-K filed May 20, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The votes were cast as follows: Broker Non-Votes: 21,725,998 Accordingly, all nominees were elected to serve as Class II directors.”
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 5 asset managers below reported 11,523 for, 1,223 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TETON WESTWOOD FUNDS | 5,000 | 0 | 0 | 0 | For |
| Vanguard | 4,013 | 0 | 15 | 0 | For |
| BlackRock | 2,240 | 0 | 0 | 0 | For |
| John Hancock | 0 | 0 | 1,208 | 0 | Abstain |
| Advisors' Inner Circle Fund III | 270 | 0 | 0 | 0 | For |
94% Approved · of votes cast
Description as filed by funds: APPROVAL OF THE REVERSE STOCK SPLIT AND AUTHORIZED SHARES REDUCTION.
Cardlytics, Inc.’s own tally for this item (“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 s”): 32,745,480 for, 2,205,871 against — passed, per its Form 8-K filed May 20, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Accordingly, the Company's stockholders approved Proposal No. 3.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 11 asset managers below reported 2,113,842 for, 3 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,524,674 | 3 | 0 | 0 | For |
| Fidelity | 299,073 | 0 | 0 | 0 | For |
| Invesco | 165,421 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 75,758 | 0 | 0 | 0 | For |
| Goldman Sachs | 38,051 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 5,000 | 0 | 0 | 0 | For |
| BlackRock | 2,240 | 0 | 0 | 0 | For |
| Equitable | 1,765 | 0 | 0 | 0 | For |
| John Hancock | 1,208 | 0 | 0 | 0 | For |
| Guggenheim | 382 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 270 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
74% Approved · of votes cast
Description as filed by funds: Advisory vote to approve compensation of named executive officers.
Cardlytics, Inc.’s own tally for this item (“4. Approval, on an advisory basis, of the compensation of the Company's named executive officers”): 9,840,538 for, 3,379,898 against — passed, per its Form 8-K filed May 20, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 4: Approval, on an advisory basis, of the compensation of the Company's named executive officers. The votes were cast as follows:”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,350,709 | 173,967 | 0 | 0 | Mixed |
| Fidelity | 0 | 299,073 | 0 | 0 | Against |
| Invesco | 0 | 165,421 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 0 | 75,758 | 0 | 0 | Against |
| Goldman Sachs | 38,051 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 5,000 | 0 | 0 | 0 | For |
| BlackRock | 0 | 2,240 | 0 | 0 | Against |
| Equitable | 0 | 1,765 | 0 | 0 | Against |
| John Hancock | 0 | 1,208 | 0 | 0 | Against |
| Guggenheim | 0 | 382 | 0 | 0 | Against |
| Advisors' Inner Circle Fund III | 270 | 0 | 0 | 0 | For |
Fund voting reports, all 11 managers: 1,394,030 for, 719,814 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| CAS Investment Partners, LLC | 1,999,483 | 0 | 0 | 0 | For |
| 683 Capital Management, LLC | 0 | 1,322,621 | 0 | 0 | Against |
| WORLDLY PARTNERS MANAGEMENT, LLC | 1,157,989 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 412,461 | 0 | 0 | Against |
| Vanguard | 340,024 | 12,126 | 0 | 0 | For |
| KPS Global Asset Management UK Ltd | 307,660 | 0 | 0 | 0 | For |
| Invesco | 0 | 165,421 | 0 | 0 | Against |
| BlackRock | 0 | 118,969 | 0 | 0 | Against |
| BROWN ADVISORY INC | 0 | 103,853 | 0 | 0 | Against |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0 | 75,758 | 0 | 0 | Against |
| Northern Trust | 0 | 48,755 | 0 | 0 | Against |
| ACADIAN ASSET MANAGEMENT LLC | 0 | 32,529 | 0 | 0 | Against |
| Goldman Sachs | 24,287 | 0 | 0 | 0 | For |
| State Street | 18,767 | 327 | 0 | 0 | For |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 0 | 16,045 | 0 | 0 | Against |
| Renaissance | 0 | 14,668 | 0 | 0 | Against |
| Fisher Asset Management, LLC | 0 | 13,587 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 10,538 | 0 | 0 | Against |
| Corient Private Wealth LP | 10,000 | 0 | 0 | 0 | For |
| ENVESTNET ASSET MANAGEMENT INC | 0 | 8,553 | 0 | 0 | Against |
| STIFEL NICOLAUS & CO INC \MO\ | 0 | 5,000 | 0 | 0 | Against |
| Fidelity | 0 | 3,609 | 0 | 0 | Against |
| Lido Advisors, LLC | 3,300 | 0 | 0 | 0 | For |
| CHECK CAPITAL MANAGEMENT INC/CA | 3,070 | 0 | 0 | 0 | For |
| Point72 | 0 | 2,353 | 0 | 0 | Against |
Institutional-manager reports, all 44 managers: 3,868,528 for, 2,374,294 against. Showing the 25 largest; every one is in the interactive database (link above).
99% Approved · of votes cast
Description as filed by funds: THE RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.
Cardlytics, Inc.’s own tally for this item (“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”): 34,494,578 for, 404,398 against — passed, per its Form 8-K filed May 20, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Accordingly, the Company's stockholders approved Proposal No. 2.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 11 asset managers below reported 2,113,844 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,524,676 | 0 | 0 | 0 | For |
| Fidelity | 299,073 | 0 | 0 | 0 | For |
| Invesco | 165,421 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 75,758 | 0 | 0 | 0 | For |
| Goldman Sachs | 38,051 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 5,000 | 0 | 0 | 0 | For |
| BlackRock | 2,240 | 0 | 0 | 0 | For |
| Equitable | 1,765 | 0 | 0 | 0 | For |
| John Hancock | 1,208 | 0 | 0 | 0 | For |
| Guggenheim | 382 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 270 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 57,605,677 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 2.65% |
| 2 | Fidelity | 0.52% |
| 3 | Invesco | 0.29% |
| 4 | BRIDGEWAY FUNDS INC | 0.13% |
| 5 | Goldman Sachs | 0.07% |
| 6 | TETON WESTWOOD FUNDS | <0.01% |
| 7 | BlackRock | <0.01% |
| 8 | Equitable | <0.01% |
| 9 | John Hancock | <0.01% |
| 10 | Guggenheim | <0.01% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | CAS Investment Partners, LLC | 3.47% |
| 2 | 683 Capital Management, LLC | 2.30% |
| 3 | WORLDLY PARTNERS MANAGEMENT, LLC | 2.01% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.72% |
| 5 | Vanguard | 0.61% |
| 6 | KPS Global Asset Management UK Ltd | 0.53% |
| 7 | Invesco | 0.29% |
| 8 | BlackRock | 0.21% |
| 9 | BROWN ADVISORY INC | 0.18% |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.13% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Entities affiliated with CAS Investment Partners, LLC | 9.02% | DEF14A |
| Entities affiliated with BlackRock, Inc. . | 5.45% | DEF14A |
| Alex Mishurov | 2.35% | DEF14A |
| Amit Gupta | 2.04% | DEF14A |
| Nick Lynton | 0.36% | DEF14A |
| Alexis DeSieno | 0.35% | DEF14A |
| David Evans | 0.20% | DEF14A |
| Jack Klinck | 0.18% | DEF14A |
| Scott A. Hill | 0.10% | DEF14A |
| Liane Hornsey | 0.04% | DEF14A |
Percentages above are of 57,605,677 shares outstanding, as reported by Cardlytics, Inc. on its Form 10-Q dated April 30, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Cardlytics, Inc.’s 10-Q dated April 30, 2026. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
Cardlytics, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
proxyvotesnow.com, “Cardlytics (CDLX) 2026 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/cardlytics-inc/2026 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.