lc-20230608

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 8, 2023


LendingClub Corporation
(Exact name of registrant as specified in its charter)

Commission File Number: 001-36771



Delaware			51-0605731
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

595 Market Street, Suite 200,

San Francisco,

94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 415 632-5600

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	LC	New York Stock Exchange

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 5.07						Submission of Matters to a Vote of Security Holders.

On June 8, 2023, the Company convened its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 85,126,502 shares of common stock, representing 79.21% of the shares of common stock outstanding and entitled to vote as of April 11, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. The election of Kathryn Reimann, Scott Sanborn and Michael Zeisser as Class III directors each to serve until the 2026 Annual Meeting of Stockholders or until her or his successor has been elected and qualified or her or his earlier death, resignation or removal.

2. The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement.

3. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

4. The approval of a management proposal to amend and restate the Company’s Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors.

5. The approval of a management proposal to amend and restate the Company's Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company's governing documents.

6. The approval of a management proposal to amend and restate the Company’s 2014 Equity Incentive Plan to extend the expiration of the 2014 Equity Incentive Plan by four years from December 2024 to December 2028.

For more information about the proposals, see the Company’s proxy statement dated April 27, 2023. The final results for each of the proposals submitted to a vote at the Annual Meeting are as follows:

1.Election of Directors


Nominees - Class III Directors	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Kathryn Reimann	68,339,727	397,358	109,942	16,279,475
Scott Sanborn	67,888,816	884,169	74,042	16,279,475
Michael Zeisser	64,722,059	4,035,220	89,748	16,279,475

Based on the votes set forth above, each Class III director nominee was elected to serve until the 2026 Annual Meeting of Stockholders or until her or his successor has been elected and qualified or her or his earlier death, resignation or removal.

2.Advisory Vote on the Compensation of the Company’s Named Executive Officers


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
66,005,031	2,652,686	189,310	16,279,475

Based on the votes set forth above, the advisory vote on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement was approved.

3.Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

84,991,875

71,884

62,743

N/A

Based on the votes set forth above, the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was approved.

4.Management Proposal to Amend and Restate the Company’s Restated Certificate of Incorporation (Declassification)


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
68,616,650	80,138	150,239	16,279,475

Under the Company's Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company's stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors was not approved.

5.Management Proposal to Amend and Restate the Company’s Restated Certificate of Incorporation (Supermajority Voting Requirements)


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
68,543,661	150,256	153,110	16,279,475

Under the Company’s Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company's governing documents was not approved.

6.Management Proposal to Amend and Restate the Company’s 2014 Equity Incentive Plan


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
46,908,055	21,767,167	171,805	16,279,475

Based on the votes set forth above, the management proposal to amend and restate the Company’s 2014 Equity Incentive Plan to extend the expiration of the 2014 Equity Incentive Plan by four years from December 2024 to December 2028 was approved.

SIGNATURE(S)

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 hereunto duly authorized.


		LendingClub Corporation
Date:	June 12, 2023	By:	/s/ Brandon Pace
			Brandon Pace
			Chief Administrative Officer and Secretary
			(duly authorized officer)

LendingClub Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders