| | | | | | | | |
Item 5.03 | | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 2, 2022, LendingClub Corporation (the “Company”) convened its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended, to provided that the federal district courts of the United States shall serve as the exclusive forum for the resolution of certain claims (the “Federal Forum Selection Provision”). The Federal Forum Selection Provision had previously been approved, subject to stockholder approval, by the Company’s Board of Directors.
On June 7, 2022, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate Amendment”) with the Secretary of State of Delaware to effectuate the Federal Forum Selection Provision.
The foregoing description is qualified in its entirety by reference to the Certificate Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| | | | | | | | |
Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
On June 2, 2022, the Company convened its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 76,627,644 shares of common stock, representing 74.98% of the shares of common stock outstanding and entitled to vote as of April 11, 2022, 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 John C. (Hans) Morris and Erin Selleck as Class II directors each to serve until the 2025 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her 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, 2022.
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.
5. The approval of a management proposal to amend the Company’s Restated Certificate of Incorporation to add a federal forum selection provision.
For more information about the proposals, see the Company’s proxy statement dated April 19, 2022. 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 II Directors | | Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
John C. (Hans) Morris | | 51,616,127 | | 7,443,507 | | 333,554 | | 17,234,456 |
Erin Selleck | | 57,425,690 | | 1,632,625 | | 334,873 | | 17,234,456 |
Based on the votes set forth above, each Class II director nominee was elected to serve until the 2025 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her 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 |
56,053,318 | | 2,891,401 | | 448,469 | | 17,234,456 |
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 |
76,219,839 | | 73,664 | | 334,141 | | 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, 2022 was approved.
4.Management Proposal to Amend the Company’s Restated Certificate of Incorporation (Declassification)
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
58,881,041 | | 47,366 | | 464,781 | | 17,234,456 |
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.
5.Management Proposal to Amend the Company’s Restated Certificate of Incorporation (Federal Forum Selection)
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
54,194,576 | | 4,778,429 | | 420,183 | | 17,234,456 |
Under the Company’s Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least a majority 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 add a federal forum selection provision was approved.