Item 5.07 Submission of Matters to a Vote of Security Holders.



On May 24, 2022, Cardlytics, Inc. (the "Company") held its 2022 annual meeting
of stockholders (the "Annual Meeting"). The stockholders considered three
proposals, each of which is described in more detail in the Company's definitive
proxy statement filed with the Securities and Exchange Commission on April 11,
2022. Of the 33,781,606 shares outstanding as of the record date, March 31,
2022, 29,256,299 shares or 86.6% of the shares outstanding as of the record
date, were present or represented by proxy at the Annual Meeting. Set forth
below are the results of the matters submitted for a vote of stockholders at the
Annual Meeting.

Proposal No. 1: Election of three nominees to serve as directors until the 2025
annual meeting of stockholders and until their respective successors are elected
and qualified. The votes were cast as follows:

               Name                       Votes For           Votes Withheld
               David L. Adams           21,501,198            4,092,291
               Scott D. Grimes          22,442,735            3,150,754
               Chris Suh                25,347,779              245,710


Broker Non-Votes: 3,662,810.

Accordingly, all nominees were elected.

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:



                                                            Votes For                 Votes Against               Abstained

Ratification of appointment of Deloitte & Touche LLP 28,728,889 

              290,725                     58,738

Accordingly, the Company's stockholders approved Proposal No. 2.

Proposal No. 3: Advisory vote to approve compensation of the Company's named executive officers. The votes were cast as follows:



                                                     Votes For               Votes Against               Abstained              Broker Non-Votes
Approval of Compensation of the Company's Named
Executive Officers                                  23,510,891                  997,372                   907,279                 3,662,810

Accordingly, the Company's stockholders approved, on a non-binding advisory basis, Proposal No. 3.

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