Lendingclub Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the Proxy Statement (the say-on-pay vote). Management and the Compensation Committee argue the program balances retention and pay-for-performance by combining base salary, a bifurcated annual cash bonus tied to Pre-Provision Net Revenue and Total Net Revenue, and long-term awards split between time-based RSUs, cash awards (to reduce dilution) and PBRSUs tied to Adjusted Net Income and relative TSR. The committee retained an independent compensation consultant, considered peer group data, and made program design changes (e.g., Cash Awards, PBRSU metric diversification, clawback and holding policies) in response to stockholder feedback to better align incentives and reduce dilution. The vote is advisory and non-binding, but the Compensation Committee will consider the outcome when designing future pay programs. For investors evaluating governance risk, the program shows active shareholder engagement and mechanisms to limit dilution and recapture incentives in case of misconduct or restatements, but also retains significant discretion (e.g., committee discretion on payouts and potential change-in-control protections) that could result in above-target payouts in certain scenarios. The Company reports strong 2025 performance metrics (originations growth, improved EPS, and PPNR achievement) that supported above-target bonus funding at 116.5% and vesting/awards outcomes that materially affect executive realized compensation; these results contextualize the ask to approve pay. In sum, the proposal asks for endorsement of a compensation framework emphasizing multi-year retention and performance with tradeoffs between dilution reduction (via cash awards) and equity-linked upside (via PBRSUs and RSUs).

This management proposal would amend and restate Sections 3, 4 and 5 of Article VI of the Certificate of Incorporation to phase out the current classified (staggered) board structure over a multi-year transition. Under the amendment, directors elected after the 2026 Annual Meeting would stand for election at the next annual meeting and, critically, the Board would cease to be classified after the 2029 Annual Meeting, at which point all directors would be elected annually. Management argues the change responds to consistent stockholder feedback favoring annual elections and increases board accountability by enabling more frequent shareholder votes on individual directors, while preserving continuity during the transition period. The proposal retains certain protections during the phase-in (for example, removal provisions remain more restrictive until 2029) and permits the Board to fill vacancies by Board vote subject to applicable preferred stock rights, thereby balancing continuity and governance responsiveness. Stockholders should weigh the governance trade-offs: declassification typically strengthens shareholder influence and director accountability but can reduce board continuity and long-term planning advantages that staggered terms provide. The Board references prior strong support among voting shareholders in earlier years but notes prior failures to meet the two-thirds of outstanding shares threshold required under Article X — signaling that passage depends on turnout and support of the full outstanding share base, not just votes cast. If approved, the company will file an amended certificate with Delaware and implement conforming bylaw changes; if not approved, the classified board remains in place. From an activist or takeover defense lens, declassification reduces structural defenses and aligns the company closer to prevailing governance norms that many institutional investors prefer.

This management proposal seeks stockholder approval to delete the supermajority (two‑thirds) voting thresholds embedded in Articles V and X of the Certificate of Incorporation that currently require a two‑thirds vote of all outstanding shares to amend specified charter provisions or to allow stockholders to amend the Bylaws. Management frames the change as restoring a majority-vote standard that enhances stockholder ability to effect governance changes and reduces entrenchment, pointing to market practice and stockholder feedback favoring elimination of supermajority provisions. The proposed change would make future amendments to the certificate or stockholder-adopted bylaw provisions achievable by a simple majority of outstanding shares (subject to any separate class or series voting requirements), thereby lowering the barrier for substantive governance reforms. The Board notes these provisions were originally adopted in 2014 to provide stability and guard against opportunistic actions by large holders, but argues they now limit accountability and stockholder participation. From an investor lens, removing supermajority requirements increases flexibility for majority stockholders and potential acquirers and aligns the company with governance norms many institutional investors prefer, but it also reduces structural protections that might deter hostile changes. The proposal requires a two-thirds vote to pass (because Article X itself must be amended), and prior attempts (2023–2025) garnered significant but insufficient support, underscoring that passage hinges on turnout and support from holders of a large portion of outstanding shares. If approved, the company will file an amended certificate with Delaware to implement the majority standard; if not approved, the existing supermajority protections would remain in force.