LendingTree, Inc. (NASDAQ:TREE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 14, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of LendingTree, Inc. (the Company), the Companys
stockholders approved the amendment and restatement of the Fourth
Amended and Restated LendingTree, Inc. 2008 Stock and Annual
Incentive Plan (the Stock Plan), which amendment and restatement
became effective upon such approval. A description of the
amendments approved, and of the Stock Plan as a whole, was
included in the Companys 2017 Proxy Statement prepared for the
Annual Meeting filed with the Securities and Exchange Commission
on April 28, 2017, under the heading Proposal 5 – Amendment and
Restatement of the Fourth Amended and Restated LendingTree, Inc.
2008 Stock and Annual Incentive Plan. Such description of the
amendments and of the Stock Plan as a whole are incorporated by
reference into this Item 5.02 of this report.
Annual Meeting) of LendingTree, Inc. (the Company), the Companys
stockholders approved the amendment and restatement of the Fourth
Amended and Restated LendingTree, Inc. 2008 Stock and Annual
Incentive Plan (the Stock Plan), which amendment and restatement
became effective upon such approval. A description of the
amendments approved, and of the Stock Plan as a whole, was
included in the Companys 2017 Proxy Statement prepared for the
Annual Meeting filed with the Securities and Exchange Commission
on April 28, 2017, under the heading Proposal 5 – Amendment and
Restatement of the Fourth Amended and Restated LendingTree, Inc.
2008 Stock and Annual Incentive Plan. Such description of the
amendments and of the Stock Plan as a whole are incorporated by
reference into this Item 5.02 of this report.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 14, 2017, the Company held its Annual Meeting. The
holders of an aggregate of 11,903,561 shares of the Companys
common stock were entitled to vote at the Annual Meeting and a
total of 11,445,070 shares of the Companys common stock were
represented at the Annual Meeting in person or by proxy. The
stockholders considered and voted on six proposals submitted for
stockholder vote, each of which is described in detail in the
Companys 2017 proxy statement prepared for the Annual Meeting.
holders of an aggregate of 11,903,561 shares of the Companys
common stock were entitled to vote at the Annual Meeting and a
total of 11,445,070 shares of the Companys common stock were
represented at the Annual Meeting in person or by proxy. The
stockholders considered and voted on six proposals submitted for
stockholder vote, each of which is described in detail in the
Companys 2017 proxy statement prepared for the Annual Meeting.
The following are the voting results on each matter submitted for
stockholder vote at the Annual Meeting.
stockholder vote at the Annual Meeting.
Proposal 1. >Election of Directors>
The following nominees for election to the board of directors
were elected, each for a one-year term or until their successor
has been duly elected and qualified:
were elected, each for a one-year term or until their successor
has been duly elected and qualified:
|
For
|
Withheld
|
Broker Non-Votes
|
|
|
Thomas Davidson
|
10,370,503
|
74,628
|
999,939
|
|
Neal Dermer
|
10,082,229
|
362,902
|
999,939
|
|
Robin Henderson
|
10,082,188
|
362,943
|
999,939
|
|
Peter Horan
|
10,068,786
|
376,345
|
999,939
|
|
Douglas Lebda
|
10,075,933
|
369,198
|
999,939
|
|
Steven Ozonian
|
9,853,449
|
591,682
|
999,939
|
|
Saras Sarasvathy
|
9,853,218
|
591,913
|
999,939
|
|
G. Kennedy Thompson
|
10,357,037
|
88,094
|
999,939
|
|
Craig Troyer
|
9,774,770
|
670,361
|
999,939
|
Proposal 2. Ratification of Independent Registered Public
Accounting Firm
Accounting Firm
The board of directors proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the 2017 fiscal year was approved
based on the following votes:
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the 2017 fiscal year was approved
based on the following votes:
|
For
|
Against
|
Abstentions
|
||
|
11,249,785
|
96,057
|
99,228
|
Proposal 3. Advisory (Non-Binding) Vote Approving the
Compensation of our Named Executive Officers.
Compensation of our Named Executive Officers.
The board of directors proposal for stockholders to approve, on
an advisory (non-binding) basis, the compensation of the Companys
named executive officers for 2016 was approved based on the
following votes:
an advisory (non-binding) basis, the compensation of the Companys
named executive officers for 2016 was approved based on the
following votes:
|
For
|
Against
|
Abstentions
|
||
|
9,920,646
|
424,146
|
100,339
|
Proposal 4. Advisory (Non-Binding) Vote on the Frequency of
Future Say on Pay Votes.
Future Say on Pay Votes.
The board of directors proposal for stockholders to provide an
advisory (non-binding) vote on the frequency of future Say on Pay
votes was voted in favor of a frequency of every three years on
the following votes:
advisory (non-binding) vote on the frequency of future Say on Pay
votes was voted in favor of a frequency of every three years on
the following votes:
|
Annually
|
Two Years
|
Three Years
|
Abstentions
|
|||
|
3,929,032
|
1,775
|
6,404,864
|
109,460
|
Proposal 5. Amendment and Restatement of the Fourth Amended and
Restated LendingTree, Inc. 2008 Stock and Annual Incentive Plan.
Restated LendingTree, Inc. 2008 Stock and Annual Incentive Plan.
The board of directors proposal to amend and restate the Fourth
Amended and Restated LendingTree, Inc. 2008 Stock and Annual
Incentive Plan was approved based on the following votes:
Amended and Restated LendingTree, Inc. 2008 Stock and Annual
Incentive Plan was approved based on the following votes:
|
For
|
Against
|
Abstentions
|
||
|
6,275,890
|
3,985,104
|
184,137
|
Proposal 6. Stockholder Proposal Recommending Adoption of
Majority Vote Standard for Election of Directors. >
Majority Vote Standard for Election of Directors. >
The stockholder proposal to recommend (on an advisory basis)
adoption of a majority vote standard for the election of
directors was approved based on the following votes:>
adoption of a majority vote standard for the election of
directors was approved based on the following votes:>
|
For
|
Against
|
Abstentions
|
||
|
5,218,752
|
5,112,138
|
114,241
|
Item 8.01. Other Information
Acquisition of DepositAccounts
On June 14, 2017, LendingTree, LLC (Buyer), a wholly-owned
subsidiary of the Company, acquired substantially all of the
assets of Deposits Online, LLC, a Delaware limited liability
company, which does business under the name DepositAccounts.com
(DepositAccounts), to an Asset Purchase Agreement (the Purchase
Agreement), dated June 14, 2017, by and between Buyer and
DepositAccounts. This acquisition was completed in the ordinary
course of the Companys business. DepositAccounts.com, a leading
consumer-facing media property in the depository industry, is one
of the most comprehensive sources of depository deals and
analysis on the Web, covering all major deposit product
categories through editorial content, programmatic rate tables
and user-generated content.
subsidiary of the Company, acquired substantially all of the
assets of Deposits Online, LLC, a Delaware limited liability
company, which does business under the name DepositAccounts.com
(DepositAccounts), to an Asset Purchase Agreement (the Purchase
Agreement), dated June 14, 2017, by and between Buyer and
DepositAccounts. This acquisition was completed in the ordinary
course of the Companys business. DepositAccounts.com, a leading
consumer-facing media property in the depository industry, is one
of the most comprehensive sources of depository deals and
analysis on the Web, covering all major deposit product
categories through editorial content, programmatic rate tables
and user-generated content.
Under the terms of the Purchase Agreement, Buyer paid $24 million
of cash consideration for the assets of DepositAccounts at the
closing of the transaction. Buyer deposited $2.4 million of such
purchase price into an escrow account to secure the
indemnification obligations of DepositAccounts to the Purchase
Agreement. Additionally, at the closing, Buyer received
guarantees from each owner (direct and indirect) of
DepositAccounts to which each such person guaranteed, on a
several and not joint basis, the indemnification obligations of
DepositAccounts under the Purchase Agreement, subject to the
terms and limitations thereof.
of cash consideration for the assets of DepositAccounts at the
closing of the transaction. Buyer deposited $2.4 million of such
purchase price into an escrow account to secure the
indemnification obligations of DepositAccounts to the Purchase
Agreement. Additionally, at the closing, Buyer received
guarantees from each owner (direct and indirect) of
DepositAccounts to which each such person guaranteed, on a
several and not joint basis, the indemnification obligations of
DepositAccounts under the Purchase Agreement, subject to the
terms and limitations thereof.
to the Purchase Agreement, DepositAccounts is also eligible to
receive (i) up to seven payments of $1 million each based on
certain events and milestones during the period commencing on the
closing date and ending on June 30, 2020 and (ii) a one-time
performance payment of up to $2 million based on the net revenue
generated by Buyer from the advertising, promotion or marketing
of deposit products during the period of January 1, 2018 through
December 31, 2018. These additional payments, to the extent
earned, will be payable in cash.
receive (i) up to seven payments of $1 million each based on
certain events and milestones during the period commencing on the
closing date and ending on June 30, 2020 and (ii) a one-time
performance payment of up to $2 million based on the net revenue
generated by Buyer from the advertising, promotion or marketing
of deposit products during the period of January 1, 2018 through
December 31, 2018. These additional payments, to the extent
earned, will be payable in cash.
On June 15, 2017, the Company issued a press release announcing
the acquisition of DepositAccounts. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
the acquisition of DepositAccounts. A copy of the press release
is attached 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.
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Exhibit No.
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Exhibit Description
|
|
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99.1
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Press Release, dated June 15, 2017.
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LendingTree, Inc. ExhibitEX-99.1 2 exhibit991-pressrelease615.htm EXHIBIT 99.1 Exhibit Exhibit 99.1June 15,…To view the full exhibit click here About LendingTree, Inc. (NASDAQ:TREE)
LendingTree, Inc. (LendingTree), formerly Tree.com, Inc., is engaged in operating an online loan marketplace for consumers. The Company offers a range of loan types and other credit-based offerings for its consumers. The Company operates through Lending activities segment. The Company’s online marketplace provides consumers with access to product offerings from various lenders, which it refers to as Network Lenders, including mortgage loans, home equity, reverse mortgage, auto loans, credit cards, personal loans, student loans and small business loans, and other related offerings. It offers tools and resources, including free credit scores that facilitate comparison shopping for these loans and other credit-based offerings. It offers its products in categories, including mortgage products and non-mortgage products. Its mortgage products category includes its purchase and refinance products. The Company’s non-mortgage products include lending products and other products.
