LendingClub (LC) Proxy Filing summary

Voting matters and shareholder proposals

• Election of four Class II directors: Stephen Cutler, John C. (Hans) Morris, Erin Selleck, and Janey Whiteside, all recommended for election.

• Advisory vote to approve executive compensation for named executive officers.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Proposal to amend and restate the Certificate of Incorporation to phase in board declassification.

• Proposal to amend and restate the Certificate of Incorporation to remove supermajority voting requirements for amendments.

Board of directors and corporate governance

• Board recommends all director nominees for election.

• Proposed declassification amendment would transition the board to annual elections over time.

• Proposal to eliminate supermajority voting would allow amendments by a simple majority.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included as a non-binding proposal.