LENDINGCLUB CORP. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Class II Directors: Erin Selleck

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: Erin Selleck”): 66,351,816 for, 416,643 against, per its Form 8-K filed June 5, 2025 (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 II director nominee was elected to serve until the 2028 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 32,410,734 for.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: Election of Class II Directors: Janey Whiteside

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: Janey Whiteside”): 65,828,901 for, 912,550 against, per its Form 8-K filed June 5, 2025 (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 II director nominee was elected to serve until the 2028 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 32,384,296 for, 26,438 against.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: Election of Class II Directors: John C. (Hans) Morris

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: John C. (Hans) Morris”): 65,095,269 for, 1,673,467 against, per its Form 8-K filed June 5, 2025 (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 II director nominee was elected to serve until the 2028 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 32,379,786 for, 30,948 against.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: Election of Class II Directors: Stephen Cutler

LENDINGCLUB CORP.’s own tally for this item (“Elect Director: Stephen Cutler”): 66,355,182 for, 410,538 against, per its Form 8-K filed June 5, 2025 (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 II director nominee was elected to serve until the 2028 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 32,410,734 for.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR EIGHTH AMENDED AND 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 Eighth Amended and Restated Certificate of Incorporation (Declassification)”): 66,224,964 for, 499,374 against — failed, per its Form 8-K filed June 5, 2025 (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 Eighth Amended and 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: 99.2% 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 60 asset managers below reported 32,407,300 for.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

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

LENDINGCLUB CORP.’s own tally for this item (“5. Management Proposal to Amend and Restate the Company's Eighth Amended and Restated Certificate of Incorporation (Supermajority Voting)”): 66,194,890 for, 530,210 against — failed, per its Form 8-K filed June 5, 2025 (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: “Proposal 5: Management Proposal to Amend and Restate the Company's Eighth Amended and Restated Certificate of Incorporation (Supermajority Voting)”
Not approved: the filing states that this item needed more than a majority of the votes cast.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 32,407,300 for.

Showing the 25 largest of 60 asset managers. See all 60 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”): 63,648,506 for, 3,104,010 against — passed, per its Form 8-K filed June 5, 2025 (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: 95% 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 60 managers: 30,401,375 for, 1,616,652 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 177 managers: 36,622,863 for, 2,626,473 against, 43,263 not voted. 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, 2025.

LENDINGCLUB CORP.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 83,418,126 for, 348,861 against — passed, per its Form 8-K filed June 5, 2025 (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, 2025 was approved.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 32,392,456 for, 14,892 against.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.