--- schema_version: "secwatch.filing_event.v1" accession: "0001409970-23-000045" form_type: "8-K" ticker: "LC" cik: "0001409970" company_name: "LendingClub Corp" filed_at: "2023-06-12T23:59:59+00:00" generated_at: "2026-06-14T02:50:08.462566+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # LendingClub shareholders OK directors, say-on-pay, equity plan; two charter amendments fail ## Summary - Directors Reimann, Sanborn, and Zeisser elected as Class III directors with >64M votes each. - Non-binding say-on-pay approved with 66.0M votes for vs 2.7M against. - Ratification of Deloitte & Touche as auditor for FY2023 approved (84.99M for). - Charter amendments to declassify board and remove supermajority voting failed (needed 2/3 of outstanding shares). - 2014 Equity Incentive Plan extension to December 2028 approved (46.9M for, 21.8M against). ## SEC filing metadata - accession: 0001409970-23-000045 - form_type: 8-K - ticker: LC - cik: 0001409970 - company_name: LendingClub Corp - filed_at: 2023-06-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/lc-20230608.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001409970-23-000045 - JSON: https://secwatch.observer/filing/0001409970-23-000045.json - Plain text: https://secwatch.observer/filing/0001409970-23-000045.txt ## Key facts - Shareholder Votes LendingClub Corp shareholders approved Management proposal to amend and restate the Company's 2014 Equity Incentive Plan to extend expiration from December 2024 to December 2028 at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: Based on the votes set forth above, the management proposal to amend and restate the Company’s 2014 Equity Incentive Plan to extend the expiration of the 2014 Equity Incentive Plan by four years from December 2024 to December 2028 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm - Shareholder Votes LendingClub Corp shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-08 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm - Shareholder Votes LendingClub Corp shareholders approved Election of Kathryn Reimann, Scott Sanborn and Michael Zeisser as Class III directors to serve until the 2026 Annual Meeting at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: Each Class III director nominee was elected to serve until the 2026 Annual Meeting of Stockholders or until her or his successor has been elected and qualified or her or his earlier death, resignation or removal. evidence_url: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm - Shareholder Votes LendingClub Corp shareholders rejected Management proposal to amend and restate the Company's Restated Certificate of Incorporation to remove supermajority voting requirements at the 2023-06-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-08 source text: Based on the votes set forth above, the management proposal to amend and restate the Company’s Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company's governing documents was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm - Shareholder Votes LendingClub Corp shareholders rejected Management proposal to amend and restate the Company's Restated Certificate of Incorporation to phase in the declassification of the Board of Directors at the 2023-06-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-08 source text: Based on the votes set forth above, the management proposal to amend and restate the Company’s Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm - Shareholder Votes LendingClub Corp shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: 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, 2023 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1409970/000140997023000045/0001409970-23-000045-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.