LendingClub Corporation (LC)
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AGM 2021

Jun 1, 2021

Operator

Good afternoon, and welcome to the LendingClub 2021 Annual Meeting of Stockholders. I would now like to introduce the first presenter, Hans Morris.

Hans Morris
Chairman, LendingClub

Good morning. I'm Hans Morris. I'm Chairman of LendingClub's Board of Directors, and I'd like to welcome all our shareholders to our virtual-only 2021 Annual Meeting of Stockholders. I will now call this meeting to order. With us today is our company's management team, Scott Sanborn, our CEO, Tom Casey, our CFO, and Brandon Pace, our Chief Administrative Officer and Corporate Secretary. Mr. Pace will act as the Secretary for this meeting. Also joining us today from our Board of Directors are the following directors: Susan Athey, Al Landon, Tim Mayopoulos, Patty McCord, Erin Selleck , Michael Zeisser , and Simon Williams. Also joining us for the meeting is Julie Sonigo, representing our independent auditors, Deloitte & Touche LLP. We have on the phone Jim Alden from American Election Services, who's been appointed Inspector of Elections by the Board of Directors.

Under the leadership of Scott Sanborn as our CEO, we've navigated through the many challenges of COVID-19 by supporting our borrowers, protecting loan investor returns, and keeping our employees safe. Critically, our management team executed against our essential strategic priority by closing the acquisition of Radius and thereby acquiring an award-winning digital bank. We also continue to solicit and be responsive to shareholder feedback. In particular, in both 2020 and 2021, we made extensive changes to our executive compensation program and practices. We believe these changes directly address the most common and pertinent feedback expressed during recent stockholder outreach efforts. Also, in 2021, we continued our board refreshment process by adding Al Landon and Erin Selleck , both of whom have extensive banking expertise, to help guide our company after the Radius acquisition.

We added our CFO, Tom Casey, to the board, a recognition of both his judgment and knowledge of our company and of the banking industry. Today, Simon Williams is departing the board, and Dan Ciporin and Ken Denman departed earlier this year in connection with the acquisition of Radius. I wanted to say I will personally miss Simon, Ken, and Dan greatly. On behalf of the company and the other board members, we want to recognize their lasting impact on LendingClub through their wisdom, their expert advice, their hard work, fearlessness, and their sense of humor over many years. We are very thankful to have had them in our boardroom. Finally, on behalf of the full board, we thank you, our stockholders, for your belief in LendingClub's mission and business.

We're grateful for your support and wish you and your families the very best for 2021. With that, it's time for us to conduct the formal business that's on our agenda for today's meeting. Once the formal business has been concluded, the meeting will adjourn, and Scott Sanborn will give us a brief overview of the business. I will now turn the meeting over to our Chief Administrative Officer and Corporate Secretary, Brandon Pace.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Thank you, Hans. I'd like to welcome all of you, our stockholders, to the 2021 Annual Meeting of the Stockholders. We're pleased to be able to make our meeting available to all of you in this virtual format. We believe this format makes our meeting more accessible to all of our stockholders without the burden of travel for the meeting and is more available due to the current environment. In fairness to all the stockholders participating in the meeting and in the interest of having an informative, orderly, and constructive meeting, the following procedures will apply to this meeting. The business of the meeting will follow the order shown on the agenda, which has been posted on the annual meeting website at virtualshareholdermeeting.com.

If you have previously voted by returning a proxy to us or voted by phone or through the internet, your vote stands, and you don't have to do anything at this time. However, if you wish to revoke your proxy or change your vote, you may do so by voting today through the annual meeting website. To be entitled to vote, you must have been a shareholder of record of our common stock on April 8, 2021. Please note that under the advance notice provisions of our bylaws, proposals cannot be properly brought before this annual meeting unless they were previously submitted in accordance with their required procedures. Since we have received no previous proposals from stockholders, no additional proposals may be submitted for consideration at this meeting.

As Secretary of the Meeting, if there are questions regarding the conduct of the meeting as we proceed, it is my responsibility to make any necessary determinations with respect to the procedures to be followed during the meeting. Thank you in advance for your cooperation and for your participation. I'd like to remind you all again that the stockholders participating in this meeting, if you've already sent in your proxy or voted by phone or through the internet, there is no need to cast your vote again now unless you want to revoke your proxy or change your vote. The proxy holders will vote your shares as indicated on your proxy or unless otherwise instructed. I want to remind everyone that today's remarks, including Scott's overview of the business, may include forward-looking statements, including statements regarding the future company's performance.

Actual results may differ materially from those contemplated by these forward-looking statements. Factors that could cause these results to differ materially from those contemplated by the forward-looking statements are described in our form 10-K filed with the Securities and Exchange Commission on March 11, 2021, and our most recently filed form 10-Q. Any forward-looking statements that we make are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. On or about April 20, 2021, the notice of this meeting was mailed to all stockholders of record as of April 8, 2021. The record date for this meeting, and only those stockholders can vote at this meeting.

I've been informed by the Inspector of Elections that at this meeting we have represented in person or by proxy shares of common stock representing a total of 71,250,575 votes out of the total of 97,228,126 eligible votes as of the record date. This constitutes more than a majority of the voting power entitled to vote at this meeting as of the record date, and therefore a quorum is present. This meeting is authorized to transact business. The time is now 11:08 A.M. Pacific on June 1, 2021, and the polls are open for voting on all matters to be presented at this annual meeting. The polls will close to voting after we go through the matters to be voted upon.

The first item of business is to elect three Class I directors, each to serve until the 2024 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or until his or her earlier resignation or removal. The nominees for the election as Class I directors are Al Landon, Timothy Mayopoulos , and Patricia McCord. The Board of Directors recommends that you vote for the election of Mr. Landon, Mr. Mayopoulos, and Ms. McCord. The second item of business is to approve on a non-binding advisory basis the compensation of our named executive officers as disclosed in our 2021 proxy statement. The Board of Directors recommends that you vote for the approval of the compensation of our named executive officers as disclosed in the proxy.

The third item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021. The Board of Directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021. The fourth item of business is to approve a proposal by the company to amend the company's restated certificate of incorporation to phase in the declassification of the company's board of directors so that the future terms of all board members will be one year in length. The company's restated certificate of incorporation requires that this proposal be ratified by at least two-thirds of the outstanding shares of the company rather than a majority of the shares voting at this meeting.

The Board of Directors recommends a vote for the proposal to phase in the declassification of the board. The fifth item of business is to approve a proposal by the company to amend the company's restated certificate of incorporation to provide that the federal courts of the United States shall be the exclusive forum for the resolution of any claim arising from a Securities Act under the Securities Act of 1933. The Board of Directors recommends a vote for the proposal to provide for federal forum selection. The sixth and final item of business is to recommend a non-binding advisory basis on the frequency of future advisory votes on the compensation of our named executive officers. The frequency receiving the greatest number of votes that are cast today will be the recommendation of the company's stockholders.

The Board of Directors recommends a vote for every one year for the frequency of future advisory votes on executive compensation. That concludes the business items. If you have a question about any of these proposals, please type the question into the question box on the meeting website. I will read these questions aloud. Please limit your questions at this time to those business proposals. Following the formal portion of the meeting, Scott will give an overview of the business and answer additional stockholder questions regarding the business. For now, we'll only consider questions submitted in writing through the meeting website, and for now, we'll only consider questions related to the proposals. Let me just pause for a minute and see if we have any questions that come into the queue. Okay. It does not appear that we're getting any questions related to the proposals at this time.

Therefore, the polls for voting at this meeting are now closed, and no further proxies or ballots will be accepted. I'll now read the preliminary voting results. On proposal one, Al Landon, Timothy Mayopoulos, and Patricia McCord have received the most votes as Class I directors, and each in excess of a majority of the shares voting for directors. Therefore, Al, Tim, and Patty have all been elected as Class I directors. On proposal two, holders of 93.6% of the votes cast voted to approve on an advisory basis the compensation of LendingClub's named executive officers as disclosed in the 2021 proxy statement. Therefore, the proposal has passed. On proposal three, holders of 99.7% of the votes cast ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2021.

Therefore, the appointment of Deloitte & Touche as our independent registered accounting firm for the year ending December 31, 2021, has been ratified. On proposal four, holders of 99.7% of the votes cast voted to approve the company's proposal to amend the company's restated certificate of incorporation to phase in the declassification of the board of directors. However, this vote represented 56.6% of the outstanding shares of the company. This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. Because the proposal did not receive a sufficient number of shares voting in favor, the proposal did not pass.

On proposal five, holders of 86.3% of the votes cast voted to approve the company's proposal to amend the company's restated certificate of incorporation to provide that the federal courts of the United States shall be the exclusive forum for the resolution of any claim arising under the Securities Act of 1933. Therefore, this proposal has passed. On the sixth and final proposal, holders of 96.7% of the votes cast voted for on an advisory basis holding future advisory votes on executive compensation every one year. Because every year was the frequency that received the greatest number of votes cast, holding advisory votes on executive compensation every year is the recommendation of the stockholders.

Let me remind everyone that the final results will be tallied by the Inspector of Elections, and we will include them in a current report on a form 8-K that we will file with the Securities and Exchange Commission within four business days of this meeting. Thank you for your participation. I now declare the formal portion of LendingClub's 2021 Annual Meeting of the Stockholders to be adjourned. I'll now turn the call over to Scott Sanborn, our Chief Executive Officer, who will give us a brief overview of the business. Scott.

Scott Sanborn
CEO, LendingClub

All right. Thank you, Brandon, and thank you, everybody, for joining us this afternoon. As Hans mentioned, we are pleased with how we executed against our strategic priorities in 2020 as we navigated the company through the pandemic and positioned ourselves to deliver sustained growth. To safeguard our employees, we were a successful early adopter of working from home, and we are now grounding our return to office in public health guidance. For platform investors, we implemented a variety of measures to preserve returns, resulting in loan performance above historical averages. For borrowers, we launched multiple payment deferral programs to support them through the challenging economic environment. Our ability to manage risk and quickly adapt is evident in the results.

Looking at the latest performance data from dv01, LendingClub is outperforming the market in all credit segments in which we compete, with delinquency rates that are over 35% better than average. Furthermore, we proactively managed capital, expenses, and liquidity to increase the company's cash reserves. These activities positioned us well to close the Radius acquisition ahead of schedule and to capitalize LendingClub Bank. Take a moment to thank our employees. I am especially grateful to them for their commitment and for helping us to manage the business and complete the acquisition in a challenging environment. We have now combined the complementary strengths of our digital lending expertise with an award-winning digital bank to create something entirely new: a digital marketplace bank. Our new model provides the best of both worlds: the growth and agility of a fintech combined with the profit and resiliency of a bank.

Our vision to reimagine banking for our members is now underway, and we're leveraging our new and differentiated capabilities, our significant data advantages, our large and loyal member base, and our sophisticated marketing analytics to accelerate revenue growth and help even more members on their journey to improve financial health. We are excited about the opportunity ahead of us and believe the company is very well positioned to increase stockholder value by better serving our members and delivering sustainable growth. We thank you all for your support, and with that, I will turn it back over to Brandon.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Thanks, Scott. If you have a question about the business portion, please type the question into the question box on the meeting website. I will read the questions aloud. At this time, we will only consider questions submitted in writing through the meeting website. Let me take a minute to let the queue populate. All right. We have several questions in, so let me start with the first one that I will read, and Scott, you can answer. Have you considered a Spanish website and customer support? It seems like a cheap way to grow, given 14% of the U.S. is Spanish-speaking.

Scott Sanborn
CEO, LendingClub

Hi. Thank you for the question. Sounds like in the form of the question, you understand the breadth of what's required here. The short answer is yes. That's certainly in our future and on brand for LendingClub to be inclusive. Note, it is a non-material investment to pull that together because it isn't just translating the website. All of our legal agreements need to be in Spanish: customer support, member servicing, and all the rest. We need to be able to do this process from soup to nuts all the way in Spanish. It does require a build.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Thanks, Scott. Okay. The second question. The Federal Trade Commission's authority does not cover banks. Is it possible to have a suit dismissed now that LendingClub is a bank?

Scott Sanborn
CEO, LendingClub

Thank you. Unfortunately, not is the short answer to that question. We do continue to work hard to get this matter resolved and behind us, but our status as a bank does not allow us to have the current suit dismissed.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Okay. The next question. Could you give an update on the auto lending business?

Scott Sanborn
CEO, LendingClub

Certainly. Taking a step back, a reminder of what we've built in auto lending. We've effectively built an experience that allows customers, predominantly those who bought vehicles, used vehicles, pre-owned vehicles via dealership, the ability to refinance their auto loan and save. Under our old operating model, pre-acquisition of the bank, growing a new lending category from scratch without having a track record was challenging because without a track record and needing investors to fund the loans just added significant, let's call it, expense to that equation, making it require real investment. Given that LendingClub was striving hard towards profitability that we achieved just pre-pandemic, really significantly scaling that business was challenging. We are excited now post-close of Radius. We're bringing our own balance sheet.

We now do actually have a track record, including a track record through the pandemic, where we're able to see how our loans performed versus the broader marketplace. We are excited to offer this experience to more of our members and to the open market and to make it part of our growth strategy for the future.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Thanks, Scott. The next question. Has LendingClub considered investing in Treasury Prime given Hans Morris's involvement?

Scott Sanborn
CEO, LendingClub

No. We currently partner with Treasury Prime. We do work with them. That's been a historical partner of Radius Bank, and they provide a great service, but no, nothing to report on the investment side.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Okay. Let me pause for a minute and see if we get any other questions. Okay. Let me just see. Let me form this into a question. How is the $10 million investment LendingClub previously made doing? I'm not sure what that is in reference to.

Scott Sanborn
CEO, LendingClub

Yeah. This is likely referring to some investments made by Radius prior to the acquisition. I'd say the short answer, thank you for the question, any change in that will be reflected in our earnings. Nothing to report now.

Brandon Pace
Chief Administrative Officer and Corporate Secretary, LendingClub

Okay. Any final questions? Okay. There being no more questions, this meeting is now concluded. We want to thank all of you for attending the annual stockholder meeting for LendingClub and for your participation in the voting process. We will provide a final tally of the votes in the next four days. Thank you very much.

Operator

The 2021 annual meeting of stockholders for LendingClub Corporation has now come to an end. Thank you for attending.

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