8-K
LendingClub Corp (LC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM8-KCURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 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<br>incorporation or organization) | (I.R.S. Employer<br>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 April 20, 2023, the Board of Directors (the “Board”) of LendingClub Corporation (the “Company”) appointed Janey Whiteside, age 51, to the Board, effective immediately. Ms. Whiteside was appointed to the Board as a Class II director who will serve until the Company’s 2025 annual meeting of stockholders, or until her successor is duly elected and qualified. Ms. Whiteside was also appointed as a member of the Compensation Committee and Nominating and Corporate Governance Committee.
In connection with joining the Board, Ms. Whiteside 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 (the “SEC”) on April 13, 2023.
The Company will enter into its standard form of indemnity agreement with Ms. Whiteside, 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 Ms. Whiteside and any other persons pursuant to which she was appointed to the Board. There are also no family relationships between Ms. Whiteside 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 April 24, 2023, the Company issued a press release announcing the appointment of Ms. Whiteside 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<br>Number | Exhibit Title or Description |
| --- | --- |
| 99.1 | Press Release dated April 24, 2023 |
| 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: | April 24, 2023 | By: | /s/ Brandon Pace |
| Brandon Pace | |||
| Chief Administrative Officer and Secretary | |||
| (duly authorized officer) |
Document
EXHIBIT 99.1
LendingClub Appoints Janey Whiteside to its Board of Directors
Former Chief Customer Officer of Walmart and Executive Vice President of American Express Brings Decades of Experience Transforming Large Consumer Brands
San Francisco, CA – April 24, 2023 – LendingClub Corporation (NYSE: LC), the parent company of LendingClub Bank, America's leading digital marketplace bank, today announced that Janey Whiteside joined as the newest member of its Board of Directors, effective April 20, 2023.
“We’re so pleased to welcome Janey to our Board of Directors,” said Scott Sanborn CEO of LendingClub. “Janey has a track record of growing and transforming some of the world’s most iconic products and brands and we’re thrilled to have her expertise as we become a digital marketplace bank of choice among consumers.”
Ms. Whiteside is a recognized leader with decades of experience across a range of marketing, digital and commercial disciplines and has a track record of growing and transforming large consumer brands. She currently is a Partner of the Consello Group and the CEO of Consello’s Growth and Business Development division.
Prior to joining Consello, she served as Walmart’s Executive Vice President and first Chief Customer Officer, leading Walmart’s transformation of customer-centric services and solutions. Ms. Whiteside was the architect of Walmart+, its first ever membership program, and Walmart Connect, its retail media business and new advertising platform. Under Ms. Whiteside’s direction, Walmart was recognized as an industry leader in design and innovation, including the merging of the Walmart apps, the expansion of the retailer’s pickup and delivery offering, new technologies to better employee’s work experience and launching a new store design.
Prior to Walmart, Ms. Whiteside spent over 20 years at American Express in senior management roles across business development, marketing, and operating roles in various customer segments. During her tenure with the company, Ms. Whiteside rose to Executive Vice President, leading the Global Premium Product, Benefits & Services team and became known as the force behind the successful re-launch of the iconic Platinum card. Prior to American Express, Ms. Whiteside worked at HSBC Bank in the United Kingdom.
“Within the last three years, LendingClub has completely transformed its business model to become a leading digital marketplace bank,” said Janey Whiteside. “I believe they have the power to truly change banking to work for its customers. I look forward to applying my expertise growing large consumer brands to LendingClub as it positions itself for its next phase of growth.”
Ms. Whiteside will serve on LendingClub’s Compensation Committee and Nominating and Corporate Governance Committee.
About LendingClub
LendingClub Corporation (NYSE: LC) is the parent company of LendingClub Bank, National Association, Member FDIC. LendingClub Bank is the leading digital marketplace bank in the U.S., where members can access a broad range of financial products and services designed to help them pay less when borrowing and earn more when saving. Based on more than 150 billion cells of data and over $80 billion in loans, our advanced credit decisioning and machine-learning models are used across the customer lifecycle to expand seamless access to credit for our members, while generating compelling risk-adjusted returns for our loan investors. Since 2007, more than 4.5 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