LendingClub Corp 8-K

What Happened
LendingClub Corporation filed a Form 8-K on June 4, 2026 reporting the results of its June 2, 2026 annual meeting. Holders of 92,014,166 shares (79.66% of outstanding shares as of the April 9, 2026 record date) were present in person or by proxy. Class III directors Kathryn Reimann, Scott Sanborn and Michael Zeisser were re-elected to serve until the 2029 annual meeting. Shareholders also approved the advisory vote on executive compensation, ratified Deloitte & Touche LLP as auditor for fiscal 2026, and approved two management proposals to amend the company’s certificate of incorporation to phase in board declassification and remove supermajority voting requirements.

Key Details

• Quorum: 92,014,166 shares present (79.66% of outstanding as of April 9, 2026).
• Director elections:
  • Kathryn Reimann: 78,322,887 for / 1,513,807 against / 11,646 abstained (12,165,826 broker non-votes)
  • Scott Sanborn: 78,134,719 for / 1,702,913 against / 10,708 abstained (12,165,826 broker non-votes)
  • Michael Zeisser: 76,604,666 for / 3,231,868 against / 11,806 abstained (12,165,826 broker non-votes)
• Advisory vote on named executive officer compensation: approved 76,277,173 for / 3,432,891 against / 138,276 abstained (12,165,826 broker non-votes).
• Auditor ratification: Deloitte & Touche LLP ratified 91,696,689 for / 288,782 against / 28,695 abstained.
• Governance amendments approved (each required ≥ two-thirds of all outstanding shares): declassification amendment 79,600,856 for / 227,738 against / 19,746 abstained (12,165,826 broker non-votes); removal of supermajority voting requirements 79,546,469 for / 285,084 against / 16,787 abstained (12,165,826 broker non-votes).

Why It Matters
These results confirm management and shareholder support for LendingClub’s board slate, executive pay (advisory), and auditor choice, and enact significant governance changes: phasing out board classification and removing supermajority voting thresholds. For investors, the governance amendments may make future board changes and charter/bylaw amendments easier to approve, while the auditor ratification and advisory pay vote reflect routine shareholder approvals reported in the 8-K.