Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			8-K


CURRENT REPORT
Pursuant 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 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 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
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.