LendingTree, Inc. (TREE)
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AGM 2021

Jun 9, 2021

Doug Lebda
Chairman and CEO, LendingTree

Morning. I'm Doug Lebda. Welcome to the annual meeting of the stockholders of LendingTree, Inc. I'm Doug, as I said, I'm Doug Lebda, Chairman and CEO of the company, and I now call the meeting to order. This meeting is being webcast live. Along with my fellow directors and executive officers of the company in attendance, I welcome all stockholders participating in this webcast as well. Lisa Young, our general counsel and secretary of the company, will act as secretary of the meeting. Before we get started, I would like to remind everyone that this meeting is governed by Delaware law and our corporate bylaws, and thus we're required to follow certain formal procedures. The rules of conduct for the meeting are available for review on the virtual meeting site. In order to conduct an orderly and efficient meeting, we ask that each of you abide by these rules.

The board of directors set April 12th, 2021, as the record date for this stockholders' meeting. A list of the stockholders of record as of the close of business on April 12th is available for stockholders' inspection on the meeting website. A notice of this meeting and the availability of proxy materials on the internet was sent out on April 29th, 2021, to all stockholders of record as of the record date. Broadridge has delivered an affidavit of mailing to the company, establishing that notice of the meeting was given to each stockholder of record as of the record date, and that a copy of the notice of the meeting, affidavit of mailing, and proxy materials will be incorporated into the minutes of this meeting. A preliminary report provided by the inspector of election has determined that we have a quorum present for the purpose of transacting business.

It is currently 11:05 A.M. EST on June 9th, 2021, and the polls for voting on each ballot item are open. All shares represented by proxy will be voted as specified in the form of the proxy. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again.

Shares represented by proxy, where no vote is specified, will be voted in favor of electing the eight persons specified nominated as director for approval of the company's Employee Stock Purchase Plan, for approval of an amendment and restatement of the company's 2008 Stock and Annual Incentive Plan, and for ratification of the selection of PricewaterhouseCoopers as our independent public accounting firm for 2021. Moving on to the agenda. As stated in the notice of the meeting and the proxy materials, the meeting has been called to order to act on the following matters. First, the election of eight members of our board of directors. Second, a proposal for approval of the company's Employee Stock Purchase Plan. Third, a proposal for approval of an amendment and restatement of the company's 2008 Stock and Annual Incentive Plan.

And fourth, a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year. Each item of business on the agenda will be presented, and then a vote will be taken on all items at the same time. On the first proposal for the election of directors, first order of business is the election of directors. There will be eight directors elected at this meeting. As indicated in the company's proxy statement, the board of directors has nominated the following persons to serve as directors of the company until the 2022 annual meeting of stockholders, or until such director's successor shall have been duly elected and qualified, or if earlier, such director's removal or resignation: Gabriel Dalporto, Tom Davidson, Robin Henderson, Doug Lebda, Steve Ozonian, Saras Sarasvathy, Ken Thompson, and Jennifer Witz.

Proposal number two, approval of the Employee Stock Purchase Plan. The second order of business is to approve the company's Employee Stock Purchase Plan. Proposal three, approval of an amendment and restatement of the Annual Incentive Plan, stock and, I'm sorry, of the Stock and Annual Incentive Plan. The third order of business is to approve the amendment and restatement of the company's Stock and Annual Incentive Plan. And proposal four, the fourth and final order of business, is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 for that fiscal year.

I declare the polls closed for each item voted on at this meeting at 11:09 A.M. I understand that the votes have been counted and the preliminary report of the voting inspector has been delivered to the secretary. I will now call on the secretary to report the results of the stockholders' vote.

Lisa Young
General Counsel and Secretary, LendingTree

Mr. Chairman, the preliminary report of the inspector of elections indicates the following: with respect to proposal one, the election of directors, each of the eight nominees for director received more than 74% of the votes cast in favor of his or her election to serve for a one-year term until his or her successor shall have been duly elected and qualified, or if earlier, such director's removal or resignation. With respect to proposal two, the approval of the company's Employee Stock Purchase Plan received more than 99% of the votes cast. With respect to proposal three, the approval of an amendment and restatement of the company's Stock and Annual Incentive Plan received more than 74% of the votes cast.

With respect to proposal four, the ratification of the appointment of auditors, stockholders ratified the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2021 fiscal year.

Doug Lebda
Chairman and CEO, LendingTree

I hereby direct that the final report of the voting inspector be filed with the minutes of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. That concludes the business for the meeting. The meeting is now adjourned. I will now answer any questions from stockholders regarding the company that have been submitted prior to this meeting. It looks like we have received one question, and that very appropriate and very relevant question is: What is LendingTree doing to protect employees in the face of the pandemic when they return to the brick-and-mortar facility? First off, I want to thank you for that question.

It's highly relevant, and it has been the focus of a lot of companies and a lot of CEOs, and we've spent a lot of time on this. Throughout this pandemic, the health and safety of our employees has been our top priority. We have implemented a very specific health and safety plan to welcome our employees back into our offices. We're taking a phased re-entry approach, with phase one being entirely voluntary for fully vaccinated employees who provide proof of vaccination and complete the COVID-19 safety course. In this first phase, we're going to evaluate employees' in-office experience, the local case numbers, and CDC guidelines to determine the timing, size of what the subsequent phases will be. We are fully committed to ensuring that our employees are healthy, safe, and productive, and we take that incredibly seriously. And if we have no more questions, our meeting is now adjourned.

Ladies and gentlemen, thank you for participating in today's meeting, and we are adjourned at 11:12 A.M. Eastern Time.

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