LC Lendingclub Corp - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 2, 2026, LendingClub Corporation (the “Company”) convened its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 92,014,166 shares of common stock, representing 79.66% of the shares of common stock outstanding and entitled to vote as of April 9, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. The election of Kathryn Reimann, Scott Sanborn and Michael Zeisser as Class III directors each to serve until the 2029 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.

2. The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement.

3. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. The approval of a management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors.

5. The approval of a management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company’s governing documents.

For more information about the proposals, see the Company’s proxy statement dated April 21, 2026. The final results for each of the proposals submitted to a vote at the Annual Meeting are as follows:

1. Election of Directors

Nominees - Class III Directors

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

Kathryn Reimann

78,322,887

1,513,807

11,646

12,165,826

Scott Sanborn

78,134,719

1,702,913

10,708

12,165,826

Michael Zeisser

76,604,666

3,231,868

11,806

12,165,826

Based on the votes set forth above, each Class III director nominee was elected to serve until the 2029 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.

2. Advisory Vote on the Compensation of the Company’s Named Executive Officers

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

76,277,173

3,432,891

138,276

12,165,826

Based on the votes set forth above, the advisory vote on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement was approved.

3. Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

91,696,689

288,782

28,695

N/A

Based on the votes set forth above, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved.

4. Management Proposal to Amend and Restate the Company’s Eighth Amended and Restated Certificate of Incorporation (Declassification)

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

79,600,856

227,738

19,746

12,165,826

Under the Company’s Eighth Amended and Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors was approved.

5. Management Proposal to Amend and Restate the Company’s Eighth Amended and Restated Certificate of Incorporation (Supermajority Voting)

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

79,546,469

285,084

16,787

12,165,826

Under the Company’s Eighth Amended and Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company’s governing documents was approved.

SIGNATURE(S)

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.

LendingClub Corporation

Date:

June 4, 2026

By:

/s/ JORDAN CHENG

Jordan Cheng

General Counsel and Corporate Secretary

(duly authorized officer)