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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 13, 2024 (June 12, 2024)

 

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 12, 2024, LendingTree, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of an aggregate of 13,224,334 shares of the Company’s common stock were entitled to vote at the Annual Meeting and a total of 11,144,427 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 2024 definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024.

 

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 9,032,053 63,269 5,121 2,043,984
Thomas M. Davidson, Jr. 8,351,663 743,746 5,034 2,043,984
Mark Ernst 9,033,810 61,515 5,118 2,043,984
Robin Henderson 8,761,553 333,772 5,118 2,043,984
Douglas Lebda 8,995,116 102,495 2,832 2,043,984
Steven Ozonian 8,936,526 158,893 5,024 2,043,984
Diego Rodriguez 9,031,102 64,326 5,015 2,043,984
Saras Sarasvathy 8,760,370 334,954 5,119 2,043,984
G. Kennedy Thompson 9,026,591 68,380 5,472 2,043,984

 

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
8,783,178   310,889   6,376   2,043,984

 

 

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 2024 fiscal year. The result of the votes to approve the ratification of the appointment of PricewaterhouseCoopers LLP was as follows:

 

For   Against   Abstain
11,014,335   99,228   30,864

 

 

 

 

 

 

 2 
 

 

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 13, 2024  
  LENDINGTREE, INC.
   
  By: /s/ Heather Novitsky
    Heather Novitsky
    Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

 

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Entity File Number 001-34063
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Entity Central Index Key 0001434621
Entity Tax Identification Number 26-2414818
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1415 Vantage Park Dr.
Entity Address, Address Line Two Suite 700
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
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Title of 12(b) Security Common Stock, $0.01 par value per share
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