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 OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Gabriel Dalporto and Appointment of J.D. Moriarty as Chief Financial Officer
On August 30, 2017, Gabriel Dalporto resigned as our Chief Financial Officer and accepted a role as Executive Advisor in addition to a role as member of our Board of Directors as described below. On the same date, our Board of Directors appointed John (J.D.) Moriarty as our Chief Financial Officer. Mr. Moriarty previously served as our Senior Vice President – Corporate Development, a position he held since June 2017. Prior to that, Mr. Moriarty was Head of Americas Equity Capital Markets at Bank of America Merrill Lynch. Mr. Moriarty spent over 22 years at Merrill Lynch and Bank of America in various roles in both equity markets and investment banking. Mr. Moriarty holds an M.B.A. from the Stanford University Graduate School of Business and a B.A. in Economics & Finance from Bucknell University. Mr. Moriarty is 45 years old.
On August 30, 2017, we entered into an Amendment to Employment Agreement with Mr. Dalporto to which he will continue employment in a new role as Executive Advisor until February 7, 2018, when his term will cease. Mr. Dalporto’s compensation will continue at its prior level and he will have substantially the same benefits associated with termination without cause or resignation for good reason, except that the definition of good reason was modified to reflect the change in position. The amendment continues our agreement that all of Mr. Dalporto’s equity in our company will vest upon a change in control, but he will not be entitled to other enhanced benefits upon a change in control.
On August 30, 2017, the Compensation Committee approved the terms of Mr. Moriarty’s compensation as follows: (i) three-year term of employment; (ii) annual base salary of $400,000; (iii) target annual bonus opportunity of 75% of annual base salary; (iv) severance upon termination without cause or resignation with good reason equal to 50% of annual base salary, increase to 200% if following a change in control.
There are no arrangements or understandings between Mr. Moriarty and any other persons to which he was selected as our Chief Financial Officer, and no transactions between our company and Mr. Moriarty which require disclosure under Item 404(a)of Regulation S-K.
Appointment of Gabriel Dalporto to Board of Directors
On August 30, 2017, our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Dalporto to fill a newly-created vacancy on our Board of Directors. Mr. Dalporto was not appointed immediately to any committees of the Board of Directors. For a description of Mr. Dalporto’s business experience, see “Information Concerning Executive Officers” in our 2017 Proxy Statement, which was filed with the SEC on April 28, 2017.
Mr. Dalporto will receive no additional compensation for his service on the board of directors while he is serving as Executive Advisor. After the term of his employment ends, he will be compensated in accordance with the compensation plan for non-employee directors as approved by our board of directors at that time.
There are no arrangements or understandings between Mr. Dalporto and any other persons to which he was selected as a director, and no transactions between our company and Mr. Dalporto which require disclosure under Item 404(a)of Regulation S-K, other than as described under “Certain Relationships and Related Transactions – Other Arrangements” in our 2017 Proxy Statement.
Item 5.02. Regulation FD Disclosure.
On August 30, 2017, the Company issued a press release announcing the foregoing matters. 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 5.02.Financial Statements and Exhibits.
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ExhibitNo. |
ExhibitDescription |
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99.1 |
Press Release, dated August 30, 2017.
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LendingTree, Inc. ExhibitEX-99.1 2 exhibit991-pressrelease830.htm EXHIBIT 99.1 Exhibit Exhibit 99.1August 30,…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. LendingTree,Inc. (NASDAQ:TREE) Recent Trading Information
LendingTree,Inc. (NASDAQ:TREE) closed its last trading session down -2.40 at 230.40 with 146,905 shares trading hands.