lc-202303230001409970FALSE00014099702023-03-232023-03-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | |
| CURRENT REPORT |
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): March 23, 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, | 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 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 23, 2023, the Board of Directors (the “Board”) of LendingClub Corporation (the “Company”) appointed Stephen Cutler, age 61, to the Board, effective immediately. Mr. Cutler was appointed to the Board as a Class II director who will serve until the Company’s 2025 annual meeting of stockholders, or until his successor is duly elected and qualified. Mr. Cutler was also appointed as a member of the Audit Committee and Operational Risk Committee.
In connection with joining the Board, Mr. Cutler is entitled to 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 (the “SEC”) on April 19, 2022.
The Company will enter into its standard form of indemnity agreement with Mr. Cutler, 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.
There are no arrangements or understandings between Mr. Cutler and any other persons pursuant to which he was appointed to the Board. There are also no family relationships between Mr. Cutler and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On March 27, 2023, the Company issued a press release announcing the appointment of Mr. Cutler to the Board. A copy of the 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: | March 27, 2023 | By: | /s/ Brandon Pace |
| | | Brandon Pace |
| | | Chief Administrative Officer and Secretary |
| | | (duly authorized officer) |