STOCK TITAN
  1. Home
  2. Sec-filings
  3. LC
  4. [8-K] LendingClub Corp Reports Material Event

LendingClub (NYSE: LC) holders back directors, pay and governance changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LendingClub Corporation held its annual stockholder meeting, where investors approved all five management proposals. A quorum of 92,014,166 shares, or 79.66% of shares entitled to vote as of April 9, 2026, was present.

Class III directors Kathryn Reimann, Scott Sanborn and Michael Zeisser were elected to terms ending at the 2029 annual meeting. Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

Investors also approved amendments to the Eighth Amended and Restated Certificate of Incorporation to phase in declassification of the board and to remove supermajority voting requirements to amend the company’s governing documents, each requiring and receiving at least a two-thirds vote of outstanding shares.

Positive

  • None.

Negative

  • None.

Insights

LendingClub holders backed all directors, pay, auditor, and governance changes.

Stockholders of LendingClub supported the full management slate, including director elections and executive compensation, with strong majorities across proposals. Auditor ratification for Deloitte & Touche LLP also passed comfortably, indicating broad support for existing oversight structures.

Two charter amendments stand out: phasing in the declassification of the board and removing supermajority voting requirements for changing governing documents. Both required at least a two-thirds vote of outstanding shares and achieved that threshold, signaling alignment between management and shareholders on more standard governance terms.

Future proxy materials and annual meetings will show how the gradual declassification plays out in practice, including how director terms transition as the board structure changes under the newly approved charter amendments.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 92,014,166 shares Present in person or by proxy at 2026 annual meeting
Voting participation 79.66% Percent of outstanding shares entitled to vote as of April 9, 2026
Say-on-pay support 76,277,173 votes for Advisory vote on named executive officer compensation
Auditor ratification support 91,696,689 votes for Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Board declassification votes for 79,600,856 votes for Charter amendment to phase in board declassification
Supermajority removal votes for 79,546,469 votes for Charter amendment to remove supermajority voting requirements
non-binding advisory basis financial
"The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Eighth Amended and Restated Certificate of Incorporation regulatory
"to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation"
declassification of the Company’s Board of Directors financial
"to phase in the declassification of the Company’s Board of Directors"
supermajority voting requirements financial
"to remove the supermajority voting requirements to amend the Company’s governing documents"
Broker Non-Votes financial
"Votes For | Votes Against | Votes Abstained | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
0001409970FALSE00014099702026-06-022026-06-02

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): June 2, 2026
LendingClub Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-36771
Delaware51-0605731
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
88 Kearny Street,
Suite 600,
San Francisco,CA94108
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 415 930-7440
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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.01 per shareLCNew 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 5.07
Submission of Matters to a Vote of Security Holders

On June 2, 2026, LendingClub Corporation (the “Company”) convened its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 92,014,166 shares of common stock, representing 79.66% of the shares of common stock outstanding and entitled to vote as of April 9, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1.The election of Kathryn Reimann, Scott Sanborn and Michael Zeisser as Class III directors each to serve until the 2029 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.

2.The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement.

3.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4.The approval of a management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors.

5.The approval of a management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company’s governing documents.

For more information about the proposals, see the Company’s proxy statement dated April 21, 2026. The final results for each of the proposals submitted to a vote at the Annual Meeting are as follows:

1.Election of Directors
Nominees - Class III DirectorsVotes ForVotes AgainstVotes AbstainedBroker Non-Votes
Kathryn Reimann78,322,8871,513,80711,64612,165,826
Scott Sanborn78,134,7191,702,91310,70812,165,826
Michael Zeisser76,604,6663,231,86811,80612,165,826

Based on the votes set forth above, each Class III director nominee was elected to serve until the 2029 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.

2.Advisory Vote on the Compensation of the Company’s Named Executive Officers
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
76,277,1733,432,891138,27612,165,826

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.

3.Ratification of Appointment of Independent Registered Public Accounting Firm
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
91,696,689288,78228,695N/A



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, 2026 was approved.

4.Management Proposal to Amend and Restate the Company’s Eighth Amended and Restated Certificate of Incorporation (Declassification)
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
79,600,856227,73819,74612,165,826

Under the Company’s Eighth Amended and Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors was approved.

5.Management Proposal to Amend and Restate the Company’s Eighth Amended and Restated Certificate of Incorporation (Supermajority Voting)
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
79,546,469285,08416,78712,165,826

Under the Company’s Eighth Amended and Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company’s governing documents was approved.




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: June 4, 2026By:/s/ JORDAN CHENG
Jordan Cheng
General Counsel and Corporate Secretary
(duly authorized officer)


Source: View Original Filing on SEC EDGAR

FAQ

What did LendingClub (LC) stockholders approve at the 2026 annual meeting?

Stockholders approved all five management proposals, including electing three Class III directors, an advisory vote on executive compensation, ratifying Deloitte & Touche LLP as auditor, and two charter amendments on board structure and supermajority voting.

How many LendingClub (LC) shares were represented at the 2026 annual meeting?

Holders of 92,014,166 shares of common stock were present in person or by proxy, representing 79.66% of shares outstanding and entitled to vote as of April 9, 2026, which constituted a quorum for conducting business.

Were LendingClub’s 2026 director nominees elected by stockholders?

Yes. Class III director nominees Kathryn Reimann, Scott Sanborn, and Michael Zeisser were elected, each receiving over 76 million votes for, with relatively few votes against or abstentions, and will serve until the 2029 annual meeting or earlier departure.

Did LendingClub (LC) stockholders approve executive compensation in 2026?

Yes. The non-binding advisory vote on compensation for named executive officers received 76,277,173 votes for, 3,432,891 against, and 138,276 abstentions, with 12,165,826 broker non-votes, indicating stockholder approval of the pay program described in the proxy statement.

What governance changes to LendingClub’s charter were approved in 2026?

Stockholders approved amendments to the Eighth Amended and Restated Certificate of Incorporation to phase in declassification of the board and to remove supermajority voting requirements for amending governing documents, each meeting the required two-thirds outstanding share approval threshold.

Who is LendingClub’s auditor for the year ending December 31, 2026?

Stockholders ratified Deloitte & Touche LLP as LendingClub’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 91,696,689 votes for, 288,782 against, and 28,695 abstentions and no broker non-votes.

Filing Exhibits & Attachments

3 documents

Other Documents