LendingClub 8K Submission of Matters to a Vote of Security Holders

LendingClub (LC) 8-KSubmission of Matters to a Vote of Security Holders

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): May 28, 2020

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,	CA	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 May 28, 2020, LendingClub Corporation (the “Company”) convened its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 46,828,195 shares of common stock, representing 67.02% of the shares of common stock outstanding and entitled to vote as of April 3, 2020, 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 Scott Sanborn, Simon Williams and Michael Zeisser as Class III directors each to serve until the 2023 Annual Meeting of Stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal.


2.	The approval of, on a non-binding advisory basis, 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, 2020.


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

For more information about the proposals, see the Company’s proxy statement dated April 14, 2020. 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
Scott Sanborn	29,814,956	3,030,002	61,449	13,921,788
Simon Williams	29,809,412	3,023,434	73,561	13,921,788
Michael Zeisser	29,659,738	3,173,612	73,057	13,921,788

Based on the votes set forth above, each Class III director nominee was duly elected to serve until the 2023 Annual Meeting of Stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal.


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

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

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, 2020 was duly approved.


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

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 the Company’s Restated Certificate of Incorporation to phase-in the declassification of the Company’s Board of Directors was not approved.



Item 9.01		Financial Statements and Exhibits
(d)		Exhibits



Exhibit Number		Exhibit Title or Description
104		Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

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 1, 2020	By:	/s/ Brandon Pace
			Brandon Pace
			General Counsel and Corporate Secretary
			(duly authorized officer)

Votes Against

Votes Abstained

Broker Non-Votes