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CARDLYTICS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARDLYTICS INC.’s Form 8-K, filed May 20, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 6Ballot items
  • 106Asset managers
  • 701Fund votes
  • May 20, 2025Meeting date

Results at a glance

Meeting of May 20, 2025: 6 items on CARDLYTICS INC.’s Form 8-K, filed May 20, 2025: 3 elected · 3 approved.

Material dissent

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

Proxy season: 2023-2024 2024-2025

Explore CARDLYTICS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by CARDLYTICS INC.

These tallies are CARDLYTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 20, 2025 (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.

CARDLYTICS INC. — official shareholder meeting results, meeting held May 20, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Jon Francis 20,512,742---- 1,820,582-- 92%Elected—
Elect Director: Scott Hill 20,964,434---- 1,368,890-- 94%Elected—
Elect Director: Alex Mishurov 19,645,866---- 2,687,458-- 88%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, 2025 33,108,069582,804388,479 ---- 98%Approved—
3. Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan 18,545,8163,485,192302,316 ---- 84%Approved—
4. Approval, on an advisory basis, of the compensation of the Company's named executive officers 18,586,4203,427,246319,658 ---- 84%Approved—

Source: CARDLYTICS INC., Form 8-K, filed with the SEC on May 20, 2025 — read the filing on EDGAR.

How asset managers voted at the CARDLYTICS INC. 2024-2025 meeting

Each item below shows how the 106 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.

1. Elect Director: Alex Mishurov

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%
FOR: 19,645,866WITHHELD: 2,687,458
Details: description as filed, official tally, votes by 34 asset managers

Description as filed by funds: Election of Directors: Alex Mishurov

CARDLYTICS INC.’s own tally for this item (“Elect Director: Alex Mishurov”): 19,645,866 for, 2,687,458 withheld, per its Form 8-K filed May 20, 2025 (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: 11,746,028 Accordingly, all nominees were elected to serve as Class I directors.”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 3,340,406 for, 608,075 withheld, 7,652 abstained.

FORWITHHOLD
FOR: 3,340,406ABSTAIN: 7,652WITHHOLD: 608,075
Largest asset managers voting on “Election of Directors: Alex Mishurov” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,468,9010 00For
BlackRock700,8660 00For
Charles Schwab00 0339,759Withhold
Dimensional00 067,005Withhold
Equitable18,7920 047,310Mixed
Invesco00 048,167Withhold
Lincoln Financial31,8000 05,823Mixed
QUANTITATIVE MASTER SERIES LLC27,4690 00For
Goldman Sachs00 025,067Withhold
Global X24,1190 00For
BRIDGEWAY FUNDS INC00 020,349Withhold
Northern Trust00 019,594Withhold
Fidelity19,4250 00For
Pacific Life13,7440 00For
ProShares00 09,982Withhold
Bridge Builder Trust7,8030 00For
Nationwide7,7840 00For
John Hancock00 7,6520Abstain
Prudential/PGIM00 07,160Withhold
SEI7,1000 00For
DWS00 06,352Withhold
Columbia Threadneedle5,5190 00For
AIG/SunAmerica00 04,665Withhold
Calvert00 03,307Withhold
State Street1,8570 00For

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

2. Elect Director: Jon Francis

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 20,512,742WITHHELD: 1,820,582
Details: description as filed, official tally, votes by 34 asset managers

Description as filed by funds: Election of Directors: Jon Francis

CARDLYTICS INC.’s own tally for this item (“Elect Director: Jon Francis”): 20,512,742 for, 1,820,582 withheld, per its Form 8-K filed May 20, 2025 (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: 11,746,028 Accordingly, all nominees were elected to serve as Class I directors.”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 3,460,503 for, 495,630 withheld.

FOR
FOR: 3,460,503WITHHOLD: 495,630
Largest asset managers voting on “Election of Directors: Jon Francis” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,468,9010 00For
BlackRock700,8660 00For
Charles Schwab00 0339,759Withhold
Dimensional00 067,005Withhold
Equitable18,7920 047,310Mixed
Invesco48,1670 00For
Lincoln Financial31,8000 05,823Mixed
QUANTITATIVE MASTER SERIES LLC27,4690 00For
Goldman Sachs00 025,067Withhold
Global X24,1190 00For
BRIDGEWAY FUNDS INC20,3490 00For
Northern Trust19,5940 00For
Fidelity19,4250 00For
Pacific Life13,7440 00For
ProShares9,9820 00For
Bridge Builder Trust7,8030 00For
Nationwide7,7840 00For
John Hancock7,6520 00For
Prudential/PGIM00 07,160Withhold
SEI7,1000 00For
DWS6,3520 00For
Columbia Threadneedle5,5190 00For
AIG/SunAmerica4,6650 00For
Calvert00 03,307Withhold
State Street1,8570 00For

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

3. Elect Director: Scott Hill

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 20,964,434WITHHELD: 1,368,890
Details: description as filed, official tally, votes by 34 asset managers

Description as filed by funds: Election of Directors: Scott Hill

CARDLYTICS INC.’s own tally for this item (“Elect Director: Scott Hill”): 20,964,434 for, 1,368,890 withheld, per its Form 8-K filed May 20, 2025 (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: 11,746,028 Accordingly, all nominees were elected to serve as Class I directors.”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 3,876,145 for, 79,988 withheld.

FOR
FOR: 3,876,145WITHHOLD: 79,988
Largest asset managers voting on “Election of Directors: Scott Hill” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,468,9010 00For
BlackRock700,8660 00For
Charles Schwab339,7590 00For
Dimensional00 067,005Withhold
Equitable66,1020 00For
Invesco48,1670 00For
Lincoln Financial31,8000 05,823Mixed
QUANTITATIVE MASTER SERIES LLC27,4690 00For
Goldman Sachs25,0670 00For
Global X24,1190 00For
BRIDGEWAY FUNDS INC20,3490 00For
Northern Trust19,5940 00For
Fidelity19,4250 00For
Pacific Life13,7440 00For
ProShares9,9820 00For
Bridge Builder Trust7,8030 00For
Nationwide7,7840 00For
John Hancock7,6520 00For
Prudential/PGIM00 07,160Withhold
SEI7,1000 00For
DWS6,3520 00For
Columbia Threadneedle5,5190 00For
AIG/SunAmerica4,6650 00For
Calvert3,3070 00For
State Street1,8570 00For

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

4. 3. Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan

Official resultFund totals may overlapCOMPENSATIONReported outcome: Approved

84% Approved · of votes cast

FOR 84%AGAINST
FOR: 18,545,816AGAINST: 3,485,192
Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan.

CARDLYTICS INC.’s own tally for this item (“3. Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan”): 18,545,816 for, 3,485,192 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Broker Non-Votes: 11,746,028 Accordingly, the Company's stockholders approved Proposal No. 3.”
Support: 84% 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).

Fund voting reports: 35 asset managers voting on “Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan.” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,468,9010 00For
BlackRock700,8660 00For
Charles Schwab339,7590 00For
Dimensional067,005 00Against
Equitable18,79247,310 00Mixed
Invesco048,167 00Against
Lincoln Financial037,623 00Against
QUANTITATIVE MASTER SERIES LLC27,4690 00For
Goldman Sachs025,067 00Against
Global X24,1190 00For
BRIDGEWAY FUNDS INC020,349 00Against
Northern Trust019,594 00Against
Fidelity19,4250 00For
Pacific Life13,7440 00For
ProShares09,982 00Against
Bridge Builder Trust7,8030 00For
Nationwide7,7840 00For
John Hancock07,652 00Against
Prudential/PGIM07,160 00Against
SEI7,1000 00For
DWS06,352 00Against
Columbia Threadneedle05,519 00Against
AIG/SunAmerica04,665 00Against
TETON WESTWOOD FUNDS00 4,0000Abstain
Calvert03,307 00Against

Fund voting reports, all 35 managers: 3,636,523 for, 319,610 against, 4,000 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1 asset manager voting on “Approval of the Cardlytics, Inc. 2025 Equity Incentive Plan.” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
CHECK CAPITAL MANAGEMENT INC/CA68,1020 00For

Institutional-manager reports, all 1 managers: 68,102 for.

5. 4. Approval, on an advisory basis, of the compensation of the Company's named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

84% Approved · of votes cast

FOR 84%AGAINST
FOR: 18,586,420AGAINST: 3,427,246
Details: description as filed, official tally, votes by 106 asset managers

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”): 18,586,420 for, 3,427,246 against — passed, per its Form 8-K filed May 20, 2025 (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: 84% 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).

Fund voting reports: 35 asset managers voting on “Advisory vote to approve compensation of named executive officers.” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,468,9010 00For
BlackRock700,8660 00For
Charles Schwab0339,759 00Against
Dimensional067,005 00Against
Equitable18,79247,310 00Mixed
Invesco048,167 00Against
Lincoln Financial31,8005,823 00Mixed
QUANTITATIVE MASTER SERIES LLC27,4690 00For
Goldman Sachs025,067 00Against
Global X024,119 00Against
BRIDGEWAY FUNDS INC020,349 00Against
Northern Trust019,594 00Against
Fidelity019,425 00Against
Pacific Life13,7440 00For
ProShares09,982 00Against
Bridge Builder Trust7,8030 00For
Nationwide7,7840 00For
John Hancock07,652 00Against
Prudential/PGIM07,160 00Against
SEI07,100 00Against
DWS06,352 00Against
Columbia Threadneedle05,519 00Against
AIG/SunAmerica04,665 00Against
TETON WESTWOOD FUNDS4,0000 00For
Calvert03,307 00Against

Fund voting reports, all 35 managers: 3,285,470 for, 674,663 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 87 asset managers voting on “Advisory vote to approve compensation of named executive officers.” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
CAS Investment Partners, LLC2,513,8220 00For
BlackRock862,398479 00For
State Street398,6792,176 00For
Charles Schwab0339,759 00Against
LANDSCAPE CAPITAL MANAGEMENT, L.L.C.00 245,2260Abstain
Northern Trust0210,373 00Against
KPS Global Asset Management UK Ltd197,4500 00For
DE Shaw0170,824 00Against
Rangeley Capital, LLC125,0560 00For
Vanguard77,0913,439 00For
MELLON INVESTMENTS Corp078,464 00Against
CHECK CAPITAL MANAGEMENT INC/CA68,1020 00For
BROWN ADVISORY INC064,624 00Against
JACOBS LEVY EQUITY MANAGEMENT, INC062,086 00Against
Invesco058,333 00Against
AllianceBernstein047,310 00Against
Fidelity35,4030 00For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM030,575 00Against
T. Rowe Price028,006 00Against
Dimensional025,596 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC024,903 00Against
GEODE CAPITAL MANAGEMENT, LLC021,387 00Against
BRIDGEWAY CAPITAL MANAGEMENT, LLC020,349 00Against
JPMorgan19,8870 00For
Fisher Asset Management, LLC013,554 00Against

Institutional-manager reports, all 87 managers: 4,320,343 for, 1,312,666 against, 245,226 abstained, 0 not voted, 50 unknown. Showing the 25 largest; see all in the interactive database.

6. 2. Ratification of the selection by the audit committee of the Board of Deloitte & Touche LLP as the Company's…

Official resultAUDIT-RELATEDReported outcome: Approved

98% Approved · of votes cast

FOR 98%
FOR: 33,108,069AGAINST: 582,804
Details: description as filed, official tally, votes by 35 asset managers

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, 2025.

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, 2025”): 33,108,069 for, 582,804 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Accordingly, the Company's stockholders approved Proposal No. 2.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 3,960,133 for.

FOR
FOR: 3,960,133
Largest asset managers voting on “THE RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS” at CARDLYTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,468,9010 00For
BlackRock700,8660 00For
Charles Schwab339,7590 00For
Dimensional67,0050 00For
Equitable66,1020 00For
Invesco48,1670 00For
Lincoln Financial37,6230 00For
QUANTITATIVE MASTER SERIES LLC27,4690 00For
Goldman Sachs25,0670 00For
Global X24,1190 00For
BRIDGEWAY FUNDS INC20,3490 00For
Northern Trust19,5940 00For
Fidelity19,4250 00For
Pacific Life13,7440 00For
ProShares9,9820 00For
Bridge Builder Trust7,8030 00For
Nationwide7,7840 00For
John Hancock7,6520 00For
Prudential/PGIM7,1600 00For
SEI7,1000 00For
DWS6,3520 00For
Columbia Threadneedle5,5190 00For
AIG/SunAmerica4,6650 00For
TETON WESTWOOD FUNDS4,0000 00For
Calvert3,3070 00For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

Largest CARDLYTICS INC. shareholders voting in 2024-2025

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 52,502,390 shares outstanding at the time of that meeting.

Fund voting reports: top CARDLYTICS INC. shareholders by shares voted on “Advisory vote to approve compensation of named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 4.70%
2BlackRock 1.33%
3Charles Schwab 0.65%
4Dimensional 0.13%
5Equitable 0.13%
6Invesco 0.09%
7Lincoln Financial 0.07%
8QUANTITATIVE MASTER SERIES LLC 0.05%
9Goldman Sachs 0.05%
10Global X 0.05%
Institutional-manager reports: top CARDLYTICS INC. shareholders by shares voted on “Advisory vote to approve compensation of named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1CAS Investment Partners, LLC 4.79%
2BlackRock 1.64%
3State Street 0.76%
4Charles Schwab 0.65%
5LANDSCAPE CAPITAL MANAGEMENT, L.L.C. 0.47%
6Northern Trust 0.40%
7KPS Global Asset Management UK Ltd 0.38%
8DE Shaw 0.33%
9Rangeley Capital, LLC 0.24%
10Vanguard 0.15%

Reported CARDLYTICS INC. holdings and ownership

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.

CARDLYTICS INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Entities affiliated with CAS Investment Partners, LLC 10.69% DEF14A
CAS Investment Partners, LLC 9.90% 13D
BlackRock 5.99% 13F
Entities affiliated with BlackRock, Inc. . 5.98% DEF14A
Vanguard Group 5.08% 13F
Alex Mishurov 2.58% DEF14A
Geode Capital 2.12% 13F
State Street 1.72% 13F
D.E. Shaw 1.64% 13F
Millennium Management 1.34% 13F

Percentages above are of 52,502,390 shares outstanding, as reported by CARDLYTICS INC. on its Form 10-Q dated April 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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, 2025. 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 20, 2025, in the 2024-2025 proxy season, 106 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 701 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 84% 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, 2025.

CARDLYTICS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).

Download data (CSV): ballot items · votes by manager · column guide.