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Compiled from SEC Form N-PX filings and CARDLYTICS INC.’s Form 8-K, filed May 23, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 23, 2024: 4 items on CARDLYTICS INC.’s Form 8-K, filed May 23, 2024: 2 elected · 2 approved.
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
Proxy season: 2023-2024 2024-2025
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 23, 2024 (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: Andre Fernandez | 24,833,464 | -- | -- | 531,612 | -- | 98% | Elected | — |
| Elect Director: Liane Hornsey | 24,855,936 | -- | -- | 509,140 | -- | 98% | 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, 2024 | 35,218,022 | 155,179 | 337,079 | -- | -- | 99.5% | Approved | — |
| 3. Approval, on an advisory basis, of the compensation of the Company's named executive officers | 15,925,219 | 9,043,339 | 396,518 | -- | -- | 64% | Approved | — |
Source: CARDLYTICS INC., Form 8-K, filed with the SEC on May 23, 2024 — read the filing on EDGAR.
Each item below shows how the 155 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.
Combines 4 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Andre Fernandez
CARDLYTICS INC.’s own tally for this item (“Elect Director: Andre Fernandez”): 24,833,464 for, 531,612 withheld, per its Form 8-K filed May 23, 2024 (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: 10,345,204 Accordingly, all nominees were elected to serve as Class III directors.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 5,947,386 for, 77,844 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,170,768 | 0 | 0 | 0 | For |
| BlackRock | 1,357,749 | 0 | 0 | 0 | For |
| Morgan Stanley | 711,513 | 0 | 0 | 0 | For |
| Charles Schwab | 317,081 | 0 | 0 | 0 | For |
| Fidelity | 285,024 | 0 | 0 | 0 | For |
| Dimensional | 284,743 | 0 | 0 | 0 | For |
| Equitable | 245,899 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 112,952 | 0 | 0 | 0 | For |
| MFS | 0 | 0 | 0 | 77,844 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 60,068 | 0 | 0 | 0 | For |
| SEI | 57,320 | 0 | 0 | 0 | For |
| Goldman Sachs | 51,596 | 0 | 0 | 0 | For |
| Nationwide | 37,389 | 0 | 0 | 0 | For |
| Lincoln Financial | 33,623 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 23,868 | 0 | 0 | 0 | For |
| Capitol Series Trust | 23,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 21,377 | 0 | 0 | 0 | For |
| Global X | 18,771 | 0 | 0 | 0 | For |
| Pacific Life | 16,070 | 0 | 0 | 0 | For |
| Northern Trust | 15,859 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 14,267 | 0 | 0 | 0 | For |
| AQR | 12,188 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 8,700 | 0 | 0 | 0 | For |
| John Hancock | 7,234 | 0 | 0 | 0 | For |
| Voya | 6,204 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 4 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Liane Hornsey
CARDLYTICS INC.’s own tally for this item (“Elect Director: Liane Hornsey”): 24,855,936 for, 509,140 withheld, per its Form 8-K filed May 23, 2024 (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: 10,345,204 Accordingly, all nominees were elected to serve as Class III directors.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 6,019,829 for, 5,401 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,170,768 | 0 | 0 | 0 | For |
| BlackRock | 1,357,749 | 0 | 0 | 0 | For |
| Morgan Stanley | 711,513 | 0 | 0 | 0 | For |
| Charles Schwab | 317,081 | 0 | 0 | 0 | For |
| Fidelity | 285,024 | 0 | 0 | 0 | For |
| Dimensional | 284,743 | 0 | 0 | 0 | For |
| Equitable | 245,899 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 112,952 | 0 | 0 | 0 | For |
| MFS | 77,844 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 60,068 | 0 | 0 | 0 | For |
| SEI | 57,320 | 0 | 0 | 0 | For |
| Goldman Sachs | 51,596 | 0 | 0 | 0 | For |
| Nationwide | 37,389 | 0 | 0 | 0 | For |
| Lincoln Financial | 33,623 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 23,868 | 0 | 0 | 0 | For |
| Capitol Series Trust | 23,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 21,377 | 0 | 0 | 0 | For |
| Global X | 18,771 | 0 | 0 | 0 | For |
| Pacific Life | 16,070 | 0 | 0 | 0 | For |
| Northern Trust | 15,859 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 14,267 | 0 | 0 | 0 | For |
| AQR | 12,188 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 8,700 | 0 | 0 | 0 | For |
| John Hancock | 7,234 | 0 | 0 | 0 | For |
| Voya | 6,204 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 9 wordings of this item as funds reported it.
64% 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 (“3. Approval, on an advisory basis, of the compensation of the Company's named executive officers”): 15,925,219 for, 9,043,339 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3: Approval, on an advisory basis, of the compensation of the Company's named executive officers. The votes were cast as follows:”
Support: 64% 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 | 2,170,768 | 0 | 0 | 0 | For |
| BlackRock | 0 | 1,357,749 | 0 | 0 | Against |
| Morgan Stanley | 710,196 | 1,317 | 0 | 0 | For |
| Charles Schwab | 0 | 317,081 | 0 | 0 | Against |
| Fidelity | 0 | 285,024 | 0 | 0 | Against |
| Dimensional | 0 | 284,743 | 0 | 0 | Against |
| Equitable | 143,800 | 102,099 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 0 | 112,952 | 0 | 0 | Against |
| MFS | 0 | 77,844 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 0 | 60,068 | 0 | 0 | Against |
| SEI | 0 | 57,320 | 0 | 0 | Against |
| Goldman Sachs | 0 | 51,596 | 0 | 0 | Against |
| Nationwide | 0 | 37,389 | 0 | 0 | Against |
| Lincoln Financial | 27,800 | 5,823 | 0 | 0 | Mixed |
| HC CAPITAL TRUST | 0 | 23,868 | 0 | 0 | Against |
| Capitol Series Trust | 0 | 23,700 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 21,377 | 0 | 0 | Against |
| Global X | 0 | 18,771 | 0 | 0 | Against |
| Pacific Life | 0 | 16,070 | 0 | 0 | Against |
| Northern Trust | 15,859 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 0 | 14,267 | 0 | 0 | Against |
| AQR | 0 | 12,188 | 0 | 0 | Against |
| FORUM FUNDS II | 0 | 8,700 | 0 | 0 | Against |
| John Hancock | 0 | 7,234 | 0 | 0 | Against |
| Voya | 0 | 0 | 6,204 | 0 | Abstain |
Fund voting reports, all 49 managers: 3,081,151 for, 2,945,085 against, 6,204 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| CAS Investment Partners, LLC | 6,373,576 | 0 | 0 | 0 | For |
| 683 Capital Management, LLC | 0 | 1,844,354 | 0 | 0 | Against |
| Morgan Stanley | 1,737,288 | 0 | 0 | 0 | For |
| KPS Global Asset Management UK Ltd | 1,218,830 | 0 | 0 | 0 | For |
| BlackRock | 10,267 | 657,596 | 0 | 0 | Against |
| BAILLIE GIFFORD & CO LTD | 0 | 658,448 | 0 | 0 | Against |
| General Equity Holdings LP | 624,058 | 0 | 0 | 0 | For |
| DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 549,794 | 0 | 0 | 0 | For |
| State Street | 396,915 | 1,113 | 0 | 0 | For |
| DE Shaw | 0 | 385,383 | 0 | 0 | Against |
| UBS | 0 | 362,292 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 339,233 | 0 | 0 | Against |
| MARSHALL WACE, LLP | 0 | 332,316 | 0 | 0 | Against |
| Charles Schwab | 0 | 317,081 | 0 | 0 | Against |
| Tenzing Global Management, LLC | 0 | 226,386 | 0 | 0 | Against |
| LANDSCAPE CAPITAL MANAGEMENT, L.L.C. | 0 | 0 | 215,925 | 0 | Abstain |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 0 | 173,162 | 0 | 0 | Against |
| Northern Trust | 172,653 | 0 | 0 | 0 | For |
| BESSEMER INVESTMENT MANAGEMENT LLC | 0 | 112,952 | 0 | 0 | Against |
| BROWN ADVISORY INC | 0 | 103,692 | 0 | 0 | Against |
| Two Sigma | 0 | 97,381 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 84,208 | 0 | 0 | Against |
| JPMorgan | 0 | 78,462 | 0 | 0 | Against |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 0 | 77,844 | 0 | 0 | Against |
| Goldman Sachs | 0 | 72,452 | 0 | 0 | Against |
Institutional-manager reports, all 121 managers: 11,221,510 for, 6,712,262 against, 222,129 abstained, 0 not voted. Showing the 25 largest; see all in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.5% 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, 2024.
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, 2024”): 35,218,022 for, 155,179 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Accordingly, the Company's stockholders approved Proposal No. 2.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 49 asset managers below reported 6,032,335 for, 105 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,170,768 | 0 | 0 | 0 | For |
| BlackRock | 1,357,749 | 0 | 0 | 0 | For |
| Morgan Stanley | 711,513 | 0 | 0 | 0 | For |
| Charles Schwab | 317,081 | 0 | 0 | 0 | For |
| Fidelity | 285,024 | 0 | 0 | 0 | For |
| Dimensional | 284,743 | 0 | 0 | 0 | For |
| Equitable | 245,899 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 112,952 | 0 | 0 | 0 | For |
| MFS | 77,844 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 60,068 | 0 | 0 | 0 | For |
| SEI | 57,320 | 0 | 0 | 0 | For |
| Goldman Sachs | 51,596 | 0 | 0 | 0 | For |
| Nationwide | 37,389 | 0 | 0 | 0 | For |
| Lincoln Financial | 33,623 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 23,868 | 0 | 0 | 0 | For |
| Capitol Series Trust | 23,700 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 21,377 | 0 | 0 | 0 | For |
| Global X | 18,771 | 0 | 0 | 0 | For |
| Pacific Life | 16,070 | 0 | 0 | 0 | For |
| Northern Trust | 15,859 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 14,267 | 0 | 0 | 0 | For |
| AQR | 12,188 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 8,700 | 0 | 0 | 0 | For |
| John Hancock | 7,234 | 0 | 0 | 0 | For |
| Voya | 6,204 | 0 | 0 | 0 | For |
Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.
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 48,783,041 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.45% |
| 2 | BlackRock | 2.78% |
| 3 | Morgan Stanley | 1.46% |
| 4 | Charles Schwab | 0.65% |
| 5 | Fidelity | 0.58% |
| 6 | Dimensional | 0.58% |
| 7 | Equitable | 0.50% |
| 8 | OLD WESTBURY FUNDS INC | 0.23% |
| 9 | MFS | 0.16% |
| 10 | QUANTITATIVE MASTER SERIES LLC | 0.12% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | CAS Investment Partners, LLC | 13.07% |
| 2 | 683 Capital Management, LLC | 3.78% |
| 3 | Morgan Stanley | 3.56% |
| 4 | KPS Global Asset Management UK Ltd | 2.50% |
| 5 | BlackRock | 1.37% |
| 6 | BAILLIE GIFFORD & CO LTD | 1.35% |
| 7 | General Equity Holdings LP | 1.28% |
| 8 | DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 1.13% |
| 9 | State Street | 0.82% |
| 10 | DE Shaw | 0.79% |
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 | 13.07% | DEF14A |
| Entities affiliated with BlackRock, Inc. . | 5.97% | DEF14A |
| Vanguard Group | 4.92% | 13F |
| Alex Mishurov | 2.78% | DEF14A |
| BlackRock | 1.99% | 13F |
| Geode Capital | 1.74% | 13F |
| Dimensional Fund Advisors | 1.60% | 13F |
| Citadel Advisors | 1.59% | 13F |
| State Street | 1.54% | 13F |
| Invesco | 1.42% | 13F |
Percentages above are of 48,783,041 shares outstanding, as reported by CARDLYTICS INC. on its Form 10-Q dated April 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At CARDLYTICS INC.'s shareholder meeting held May 23, 2024, in the 2023-2024 proxy season, 155 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 739 separate fund positions. 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 64% 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 23, 2024.
CARDLYTICS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025.
Download data (CSV): ballot items · votes by manager · column guide.