UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2024, the Compensation Committee of our Board of Directors approved an employment agreement amendment with Douglas R. Lebda, our Chairman and Chief Executive Officer. This amendment provides that, in lieu of receiving cash payments in respect of Mr. Lebda’s base salary, Mr. Lebda has the opportunity to elect, in his sole discretion, for each pay period (or for each year of the term of Mr. Lebda’s employment, in the case of the annual bonus), to invest all or a portion of such base salary or annual bonus actually payable after taking into account amounts withheld from such payment, for the purchase of LendingTree, Inc. Common Stock from the Company at a purchase price equal to the Market Value (as such term is used in Nasdaq Marketplace Rule 5635(c)(2)) at the time that such amount would otherwise be paid to Mr. Lebda.
The amendment also provides that in the definition of “Good Reason” it shall not be considered a material adverse change if Mr. Lebda is not the chief executive officer of the Company so long as Mr. Lebda remains Chairman of the Board of Directors.
No other changes were made to the Employment Agreement or to Mr. Lebda’s compensation.
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SIGNATURE
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.
| Date: February 21, 2024 | ||
| LENDINGTREE, INC. | ||
| By: | /s/ Heather Novitsky | |
| Heather Novitsky | ||
| Corporate Secretary | ||
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