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
99.1 Press Release dated March 27, 2023
Cover Page Interactive Data File (Cover page XBRL tags are embedded within
104 the Inline XBRL document)
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