LENDINGCLUB CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class I Directors: Syed Faiz Ahmad

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: Syed Faiz Ahmad”): 66,439,160 for, 1,881,910 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each Class I director nominee was elected to serve until the 2027 Annual Meeting of Stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 31,822,038 for, 329,147 against, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Class I Directors: Allan Landon

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: Allan Landon”): 67,321,784 for, 1,005,412 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each Class I director nominee was elected to serve until the 2027 Annual Meeting of Stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 32,140,433 for, 10,752 against, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Class I Directors: Timothy Mayopoulos

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: Timothy Mayopoulos”): 67,430,221 for, 889,991 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each Class I director nominee was elected to serve until the 2027 Annual Meeting of Stockholders or until his successor has been elected and qualified or his earlier death, resignation or removal.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 32,140,433 for, 10,752 against, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (THE DECLASSIFICATION AMENDMENT) THAT WOULD PHASE IN THE DECLASSIFICATION OF OUR BOARD.

LENDINGCLUB CORP.’s own tally for this item (“4. Management Proposal to Amend and Restate the Company's Restated Certificate of Incorporation (Declassification)”): 66,829,456 for, 245,103 against — failed, per its Form 8-K filed June 12, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Based on the votes set forth above, the management proposal to amend and restate the Company's Restated Certificate of Incorporation to phase in the declassification of the Company's Board of Directors was not approved.”
Not approved under the vote the filing states was required: “two-thirds of all outstanding”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“two-thirds of all outstanding”).

The 52 asset managers below reported 32,151,185 for, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (THE SUPERMAJORITY VOTING AMENDMENT) THAT WOULD REMOVE THE SUPERMAJORITY VOTING REQUIREMENTS TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION OR OUR BYLAWS.

LENDINGCLUB CORP.’s own tally for this item (“5. Management Proposal to Amend and Restate the Company's Restated Certificate of Incorporation (Supermajority Voting)”): 66,716,113 for, 360,720 against — failed, per its Form 8-K filed June 12, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Based on the votes set forth above, the management proposal to amend and restate the Company's Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company's governing documents was not approved.”
Not approved under the vote the filing states was required: “two-thirds of all outstanding”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“two-thirds of all outstanding”).

The 52 asset managers below reported 32,151,185 for, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (THE OFFICER EXCULPATION AMENDMENT) THAT WOULD LIMIT THE PERSONAL LIABILITY OF CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY DELAWARE LAW.

LENDINGCLUB CORP.’s own tally for this item (“6. Management Proposal to Amend and Restate the Company's Restated Certificate of Incorporation (Officer Exculpation)”): 63,065,956 for, 5,223,222 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the management proposal to amend and restate the Company's Restated Certificate of Incorporation to limit the personal liability of certain officers of the Company as permitted by Delaware law was approved.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of all outstanding”).

The 52 asset managers below reported 31,109,976 for, 1,041,209 against, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2014 EMPLOYEE STOCK PURCHASE PLAN (THE ESPP AMENDMENT) THAT WOULD EXTEND THE EXPIRATION OF THE 2014 EMPLOYEE STOCK PURCHASE PLAN TO DECEMBER 2034, AND MAKE CERTAIN OTHER CHANGES.

LENDINGCLUB CORP.’s own tally for this item (“7. Management Proposal to Amend and Restate the Company's 2014 Employee Stock Purchase Plan”): 67,233,274 for, 1,042,433 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the management proposal to amend and restate the Company's 2014 Employee Stock Purchase Plan to extend the expiration of the 2014 Employee Stock Purchase Plan by ten years from December 2024 to December 2034, and make certain other changes, was approved.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 53 asset managers below reported 31,983,735 for, 169,200 against, 8,250 unknown.

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

Description as filed by funds: Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement.

LENDINGCLUB CORP.’s own tally for this item (“2. Advisory Vote on the Compensation of the Company's Named Executive Officers”): 67,596,378 for, 703,879 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 52 managers: 32,151,185 for, 8,250 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 147 managers: 36,756,385 for, 492,081 against, 14,713 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

LENDINGCLUB CORP.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 82,961,031 for, 594,158 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2024 was approved.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 31,833,101 for, 318,084 against, 8,250 unknown.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.