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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 17, 2026 (June 17, 2026)
LendingTree, Inc.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-34063 |
|
26-2414818 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.)
|
| 1415 Vantage Park Dr., Suite 700, Charlotte, NC |
28203 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (704) 541-5351
Not Applicable
(Former name or former address, if changed since
last report)
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(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
TREE |
|
The Nasdaq Stock Market LLC |
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 17, 2026, LendingTree,
Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of an aggregate
of 13,953,018 shares of the Company’s common stock were entitled to vote at the Annual Meeting and a total of 11,610,156 shares
of the Company’s common stock, constituting a quorum, were represented at the Annual Meeting in person or by proxy. The Company’s
stockholders considered and voted on the three proposals set forth below, each of which is described in detail in the Company’s
2026 definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026.
The following are the voting
results of each matter submitted for stockholder vote at the Annual Meeting.
Proposal 1. Election of Directors
At the Annual Meeting, the
following nine nominees for election to the Company’s board of directors were elected, each for a one-year term or until their successor
has been duly elected and qualified, or until such director’s earlier resignation, removal
or death:
| |
For |
Against |
Abstain |
Broker
Non-Votes |
| Gabriel Dalporto |
8,215,779 |
153,010 |
5,181 |
3,236,186 |
| Thomas M. Davidson, Jr. |
7,421,686 |
946,075 |
6,209 |
3,236,186 |
| Mark Ernst |
8,214,074 |
154,254 |
5,642 |
3,236,186 |
| Robin Henderson |
8,173,915 |
193,464 |
6,591 |
3,236,186 |
| Steven Ozonian |
8,134,299 |
234,084 |
5,587 |
3,236,186 |
| Scott Peyree |
8,223,802 |
141,630 |
8,538 |
3,236,186 |
| Diego Rodriguez |
8,220,484 |
146,877 |
6,609 |
3,236,186 |
| Saras Sarasvathy |
8,197,435 |
168,840 |
7,695 |
3,236,186 |
| G. Kennedy Thompson |
8,199,626 |
167,729 |
6,615 |
3,236,186 |
Proposal 2. Advisory (Non-Binding) Vote to Approve Executive
Compensation
At the Annual Meeting, stockholders
approved, on an advisory basis, the Company’s executive compensation. The result of the votes to approve the executive compensation
was as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 8,221,470 |
|
149,183 |
|
3,317 |
|
3,236,186 |
Proposal 3. Ratification of Independent Registered Public Accounting
Firm
At the Annual Meeting, stockholders
approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting
firm for the 2026 fiscal year. The result of the votes to approve the ratification of the appointment of PricewaterhouseCoopers LLP was
as follows:
| For |
|
Against |
|
Abstain |
| 11,516,689 |
|
87,911 |
|
5,556 |
SIGNATURE
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.
| Date: June 17, 2026 |
|
| |
LENDINGTREE, INC. |
| |
|
| |
By: |
/s/ Heather Enlow-Novitsky |
| |
|
Heather Enlow-Novitsky |
| |
|
Corporate Secretary |
