LendingTree,Inc. (NASDAQ:TREE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
On November 8, 2017, the Board of Directors (the “Board”) of LendingTree, Inc. (the “Company”) amended and restated the Third Amended and Restated By-laws of the Company (as so amended and restated, the “Fourth Amended and Restated By-laws”) to implement a majority voting standard in uncontested director elections (the “Amendment”). to the Amendment, a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. However, if the number of nominees exceeds the number of directors to be elected at such meeting as of the date that is five business days in advance of the date the Company first files its definitive proxy statement with the Securities and Exchange Commission, directors will be elected by a plurality of the votes cast. Prior to the adoption of the Amendment, directors were elected by a plurality of the votes cast in all circumstances. The Amendment is effective November 14, 2017.
The description of the Fourth Amended and Restated By-laws set forth above is qualified in its entirety by reference to the terms of the Fourth Amended and Restated By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Other Events.
In connection with the Amendment referred to in Item 5.03 above, the Board approved and adopted a Director Resignation Policy (the “Policy”) on November 8, 2017 for directors who fail to receive the required number of votes in an uncontested election in accordance with the Fourth Amended and Restated By-laws. The Policy requires that the Board will nominate for election or re-election only a candidate who agrees to tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at any future annual meeting at which he or she faces re-election; and (ii) Board acceptance of such resignation. The Policy further states that upon any candidate failing to be elected in an election at which majority voting applies, the Nominating and Corporation Governance Committee of the Board (the “Nominating Committee”) will meet to consider the tendered resignation and make a recommendation to the Board concerning the action, if any, to be taken with respect to the resignation. The Policy provides that the Board will then consider and act upon the Nominating Committee’s recommendation within 90 days of certification of the vote at the annual meeting. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose. Promptly following the decision regarding the tendered resignation, the Policy states that the Company will file with the SEC a current report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.
The Policy is available on the Company’s investor relations website at investors.lendingtree.com. Documents and information on the Company’s website are not incorporated by reference herein.
Item 5.03. Financial Statements and Exhibits.
LendingTree, Inc. ExhibitEX-3.1 2 fourthamendedandrestatedby.htm EXHIBIT 3.1 Exhibit Exhibit 3.1FOURTH AMENDED AND RESTATED BY-LAWSOFLENDINGTREE,…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.
