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
Number Exhibit Title or Description
99.1 Press Release dated April 24, 2023
Cover Page Interactive Data File (Cover page XBRL tags are embedded within
104 the Inline XBRL document)
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