UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2019
CARDLYTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | 001-38386 | 26-3039436 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
675 Ponce de Leon Avenue NE, Suite 6000 Atlanta, GA 30308 |
| (Address of principal executive offices, including zip code) |
| (888) 798-5802 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On April 8, 2019, the board of directors (the “Board”) of Cardlytics, Inc. (the “Company”) appointed Aimée Lapic to serve as a director of the Company. Ms. Lapic will serve as a Class III director whose term will expire at the 2021 annual meeting of stockholders. There is no arrangement or understanding between Ms. Lapic and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Lapic and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Lapic requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Ms. Lapic is set forth below.
Aimée Lapic, age 49, has served as the Chief Marketing Officer of Pandora Media, Inc. since December 2017. From January 2015 to November 2016, Ms. Lapic served as the Chief Marketing Officer for Banana Republic. From 2011 to December 2014, Ms. Lapic served as the Senior Vice President and General Manager of Gap Outlet International responsible for localized and global marketing. Ms. Lapic held numerous positions of increasing responsibility over thirteen years while employed at Gap, Inc. Ms. Lapic also currently serves as a Marketing Advisory Board member of Ridge Ventures, a venture capital firm focused on early-stage consumer Internet and enterprise IT investments. Ms. Lapic holds a B.A. degree in English literature from Princeton University, and a M.B.A. degree from Harvard Business School.
In accordance with the Company’s compensation policy for non-employee directors, upon her commencement of service as a director, Ms. Lapic will be granted 1,996 restricted stock units, which will vest in full on the first anniversary of the grant date, provided that Ms. Lapic is, as of such vesting date, then a director of the Company. Additionally, Ms. Lapic will be entitled to receive a $30,000 annual retainer for her service as director. At each annual stockholder meeting following which Ms. Lapic’s term as a director continues, Ms. Lapic will be entitled to receive an additional restricted stock unit award with a grant date fair value of $150,000, which award will vest in full on the first anniversary of such grant date, provided that she is, as of such vesting date, then a director of the Company. Ms. Lapic has also entered into the Company’s standard form of indemnification agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
On April 9, 2019, the Company issued a press release announcing the appointment of Ms. Lapic. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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| Exhibit | | Exhibit Description |
| 99.1 | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
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| | | Cardlytics, Inc. |
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| Date: | April 9, 2019 | By: | /s/ David T. Evans |
| | | | David T. Evans |
| | | | Chief Financial Officer (Principal Financial and Accounting Officer) |
