Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Appointment of Faiz Ahmad and Kathryn Reimann
On July 29, 2022, the Board of Directors (the "Board") of LendingClub
Corporation (the "Company") appointed Faiz Ahmad, age 50, and Kathryn Reimann,
age 65, to the Board, each effective as of August 15, 2022. Mr. Ahmad was
appointed to the Board as a Class I director who will serve until the Company's
2024 annual meeting of stockholders, or until his successor is duly elected and
qualified. Ms. Reimann was appointed to the Board as a Class III director who
will serve until the Company's 2023 annual meeting of stockholders, or until her
successor is duly elected and qualified. Mr. Ahmad was also appointed as a
member of the Compensation Committee, Nominating and Corporate Governance
Committee and Operational Risk Committee; and Ms. Reimann was also appointed as
a member of the Audit Committee, Credit Risk and Finance Committee and
Operational Risk Committee.
In connection with joining the Board, Mr. Ahmad and Ms. Reimann 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 19, 2022.
The Company expects to enter into its standard form of indemnity agreement with
each of Mr. Ahmad and Ms. Reimann, 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 and is
incorporated herein by reference.
There are no arrangements or understandings between Mr. Ahmad or Ms. Reimann and
any other persons pursuant to which either was appointed to the Board. There are
also no family relationships between Mr. Ahmad or Ms. Reimann and any director
or executive officer of the Company and neither has any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Resignation of Patricia McCord
On July 29, 2022, Patricia McCord notified the Company of her resignation,
effective September 30, 2022, from the Board and all committees of the Board.
Ms. McCord is currently a member of the Board's Compensation Committee and
Nominating and Corporate Governance Committee. Ms. McCord's decision to resign
from the Board was not as a result of any disagreement with the Company.
On August 1, 2022, the Company issued a press release announcing the
appointments of Mr. Ahmad and Ms. Reimann to the Board and resignation of Ms.
McCord. 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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Title or Description
99.1 Press Release dated July 29, 2022
Cover Page Interactive Data File (Cover page XBRL tags are embedded within
104 the Inline XBRL document)
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