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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2022


LendingTree, Inc.

(Exact name of registrant as specified in charter)


Delaware   001-34063   26-2414818
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


1415 Vantage Park Dr., Suite 700,   Charlotte NC   28203
(Address of principal executive offices)       (Zip Code)


Registrant’s telephone number, including area code: (704) 541-5351


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value per share   TREE   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On April 27, 2022, the Board of Directors (the “Board”) of LendingTree, Inc. (the “Company”) appointed Mark Ernst and Diego Rodriguez to serve as independent members of the Board, effective as of such date. Mr. Ernst currently serves as the Managing Partner at Bellevue Capital LLC, a private investment firm, and was previously the Executive Vice President and Chief Operating Officer of Fiserv and the Chief Executive Officer of H&R Block. Mr. Rodriguez is currently a Global Advisor to the Harvard Business School and was previously the Executive Vice President and Chief Product and Design Officer at Intuit. Mr. Ernst will serve on the compensation committee of our Board, and Mr. Rodriguez will serve on the transactions committee. Mr. Ernst and Mr. Rodriguez will be compensated in accordance with the compensation plan for non-employee directors previously approved by our Board.


On April 27, 2022, Jennifer Witz gave notice of her resignation as a member of the Board, effective as of such date. Ms. Witz’s decision to terminate her services was not a result of any disagreement with the Company or its management.


A copy of the related press release is furnished as Exhibit 99.1 and is incorporated herein by reference.


The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Exhibit.


Exhibit No.   Exhibit Description
99.1   Press Release, dated April 28, 2022.








Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


April 28, 2022  
  By: /s/ Lisa M. Young
    Lisa M. Young
    General Counsel


Exhibit 99.1


LendingTree, Inc. Announces Board of Director Changes


CHARLOTTE, N.C., April 28, 2022 - LendingTree, Inc. (NASDAQ: TREE), operator of LendingTree.com, the nation's leading online financial services marketplace, today announced that its Board of Directors (“the Board”) has approved the appointment of Mark Ernst and Diego Rodriguez as independent directors effective April 27, 2022.


Additionally, Jennifer Witz has resigned as a member of the Board, also effective April 27, 2022.


Mark Ernst currently serves as the Managing Partner at Bellevue Capital LLC, a private investment firm. In addition to Ernst’s extensive governance background, he has significant oversight experience with transformative initiatives in the B2B and B2C sectors. Prior to joining Bellevue, Ernst served as EVP and COO of Fiserv for seven years where he was instrumental in integrating Fiserv’s technology services, creating a high-performing operating company. Earlier in his career, Ernst was recruited by H&R Block as COO, and was later appointed as one of the first non-family CEO in the company’s history. Ernst also served as Deputy Commissioner of Operations Support for the IRS.


Diego Rodriguez most recently served as EVP, Chief Product and Design Officer at Intuit where he oversaw the design and delivery of the company’s product ecosystem. Prior to joining Intuit, Rodriguez was a Partner and Global Managing Director at IDEO, where he led the creation of the company’s growth ventures and was instrumental in funding and incubating a portfolio of external startups including PillPack, Faraday Bicycles, and Mural. Rodriguez was also a founding faculty member of Stanford University’s d.school, and an entrepreneur-in-residence at Harvard Business School. He was a member of Harvard University’s Board of Overseers and is currently a Professor of the Practice at Boise State University.


“I am thrilled to welcome Mark and Diego to the Board of Directors and want to thank Jennifer for her contribution and support as a board member,” said Doug Lebda, Founder, Chairman and CEO of LendingTree. "Mark’s depth of experience in technology and financial services along with his operational expertise will undoubtedly make him an invaluable addition to our Board. Diego brings a unique combination of creative product design and innovation grounded in a pragmatic business and engineering mindset that will certainly serve LendingTree and its shareholders well. The addition of these new members will help to elevate our organization as we execute on our strategy, deliver a best-in-class customer experience and become the ultimate resource for consumers wanting to take control of their financial lives.”


Mark Ernst and Diego Rodriguez will stand for election at LendingTree, Inc.’s annual meeting on June 22, 2022.


About LendingTree, Inc.


LendingTree (NASDAQ: TREE) is the nation's leading online marketplace that connects consumers with the choices they need to be confident in their financial decisions. LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, by comparing multiple offers from a nationwide network of over 500 partners in one simple search and choosing the option that best fits their financial needs. Services include mortgage loans, mortgage refinances, auto loans, personal loans, business loans, student refinances, credit cards, insurance and more. Through the My LendingTree platform, consumers receive free credit scores, credit monitoring and recommendations to improve credit health. My LendingTree proactively compares consumers' credit




accounts against offers on our network and notifies consumers when there is an opportunity to save money. In short, LendingTree's purpose is to help simplify financial decisions for life's meaningful moments through choice, education and support. 

LendingTree, Inc. is headquartered in Charlotte, NC. For more information, please visit www.lendingtree.com.