Happen, Inc 8-K, filed Jul 15, 2021
Happen, Inc. (HAPN)
8-K
2021-07-15
For: 2021-07-15
View Original
Added on
April 11, 2026
About this 8-K
Happen, Inc filed this 8-K on July 15, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest event reported): July 15, 2021
| (Exact name of registrant as specified in its charter) | ||
Commission File Number: 001-36771
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (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)) | |||||
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. | ☐ | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |||||||
On July 15, 2021, the Board of Directors (the “Board”) of LendingClub Corporation (the “Company”) appointed Adrienne Harris, age 39, to the Board effective as of July 29, 2021. Ms. Harris was appointed to the Board as a Class II director who will serve until the Company’s 2022 annual meeting of stockholders, or until her successor is duly elected and qualified. Ms. Harris was also appointed as a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Operational Risk Committee.
In connection with joining the Board, Ms. Harris will receive a pro rata portion of the annual cash retainer and a grant of restricted stock units, each in accordance with the Company’s non-employee director compensation policy as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 20, 2021.
The Company expects to enter into its standard form of indemnity agreement with Ms. Harris, a copy of which was filed as Exhibit 10.1 to the Company’s Form S-1/A filed with the SEC on December 1, 2014 and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Harris and any other persons pursuant to which either was appointed to the Board. There are also no family relationships between Ms. Harris and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On July 15, 2021, the Company issued a press release announcing the appointment of Ms. Harris to the Board. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 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: | By: | /s/ Brandon Pace | |||||||||
| Brandon Pace | |||||||||||
| Chief Administrative Officer | |||||||||||
| (duly authorized officer) | |||||||||||
EXHIBIT 99.1
LendingClub Appoints Adrienne Harris to its Board of Directors
San Francisco, CA – July 15, 2021 – LendingClub Corporation (NYSE: LC), the parent company of LendingClub Bank, America's leading digital marketplace bank, announced that Adrienne Harris has joined as the newest member of its Board of Directors, effective July 29, 2021.
“We are thrilled to have Adrienne join our board and support our next chapter of growth,” said Scott Sanborn, CEO of LendingClub. “She is deeply in touch with the fintech innovation landscape, is passionate about consumer financial health, and understands the policy and economic context in which we operate. I can’t think of anyone more ideally suited to help us further our ambitions towards an all-new type of banking institution, and I look forward to learning from her in the years ahead.”
Harris is currently a Professor of Practice at the University of Michigan, Gerald R. Ford School of Public Policy, where she is a graduate school professor of financial technology. She is also the Principal Investigator for the Gates Foundation’s work on the Central Bank of the Future. Among other prior roles, she served as Special Assistant to President Obama for Economic Policy, where her portfolio included financial reform, financial technology, cyber security, consumer protection, and housing finance reform. While at the White House, Harris spearheaded the development of the administration’s fintech strategy, chairing both the Interagency Fintech Working Group and the administration’s Distributed Ledger Technology Task Force. She also served as Senior Advisor to the Deputy Secretary at the U.S. Department of Treasury. Harris will serve on LendingClub's Compensation, Nominating and Corporate Governance, and Operational Risk Committees.
“What drew me to LendingClub is the model – a digital marketplace bank uniquely positioned to redefine financial services,” said Adrienne Harris. “As an original fintech disruptor, LendingClub continues to innovate on behalf of consumers, and I look forward to applying my expertise as the company reimagines retail banking to help its customers on a path towards financial success with fairness, simplicity and heart.”
Harris is an early-stage investor in and advisor for fintech companies, incumbent financial institutions, and large venture capital firms. Most recently, she was the founding Chief Business Officer and General Counsel of States Title, a San Francisco-based, insur-tech start-up for which she is now an advisor.
Harris currently serves on the Board of Directors for the Financial Health Network (formerly CFSI), Beneficial State Bank (a California-based CDFI), and Homie, Inc. She also serves as a Limited Partner Advisor to NYCA, on the NYU Stern School of Business’ Fintech Advisory Board of the Fubon Center for Technology, Business, and Innovation, and as a Term Member on the Council of Foreign Relations. She previously served on the International Technology Advisory Panel (ITAP) for the Monetary Authority of Singapore.
About LendingClub
LendingClub Corporation (NYSE: LC) is the parent company of LendingClub Bank, National Association, Member FDIC. It is the leading digital marketplace bank in the U.S. Members can gain access to a broad range of financial products and services through a technology-driven platform, designed to help them pay less when borrowing and earn more when saving. Since 2007, more than 3 million members have joined the Club to help reach their financial goals. For more information about LendingClub, visit https://www.lendingclub.com.
CONTACT:
For Investors: IR@lendingclub.com
Media Contact: Press@lendingclub.com