UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2015
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.) | ||
11115 Rushmore Drive, Charlotte, NC | 28277 | |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 8, 2015, LendingTree, Inc. (“we,” “us” or “LendingTree”) appointed Gabriel Dalporto as Chief Financial Officer. Mr. Dalporto, age 43, served as our Chief Marketing Officer since April 2011 and also as President of Mortgage since March 2013. Before joining our company, Mr. Dalporto served as Founder and Chief Executive Officer of Atomic Financial, Inc., a startup online investing platform, from January 2010 to April 2011. He served as Chief Marketing and Strategy Officer of Zecco Holdings, Inc., an online brokerage company, from January 2007 to December 2009. Mr. Dalporto served as Vice President at E*Trade Financial from August 2004 to November 2006 and as Vice President at JPMorgan Chase from September 2003 to July 2004. Mr. Dalporto remains employed pursuant to the terms of an employment agreement described in our 2015 proxy statement prepared for the Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2015. Mr. Dalporto replaces Alex Mandel, who was terminated as Chief Financial Officer on June 8, 2015.
Also on June 8, 2015, we appointed Nikul Patel as Chief Operating Officer. Mr. Patel, age 42, joined our company in June 2012 as Senior Vice President of Product and, beginning February 2013, served as our Chief Product Officer and Chief Technology Officer. Prior to joining our company, Mr. Patel served as President of Home-Account.com, a Silicon Valley start-up with an online mortgage shopping experience, following its acquisition by Bills.com in July 2010 until June 2012. Prior to such acquisition, Mr. Patel served as Chief Operating Officer and Vice President - Products of Home-Account.com from May 2009 to July 2010. From 1997 to 2008, Mr. Patel held various senior management roles involving technology product and services at Intel Corporation. In addition, Mr. Patel co-founded Movoto.com, an online real estate shopping website, in 2005. Mr. Patel remains employed pursuant to the terms of the agreements described in our 2015 proxy statement prepared for the Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2015.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2015, we held our Annual Meeting of Stockholders. The holders of an aggregate of 11,452,061 shares of our common stock were entitled to vote at the Annual Meeting and a total of 10,634,654 shares of our common stock were represented at the Annual Meeting in person or by proxy. The stockholders considered and voted on two proposals submitted for stockholder vote, each of which was described in detail in our 2015 proxy statement prepared for the Annual Meeting.
The following are the voting results on each matter submitted for stockholder vote at the Annual Meeting.
Proposal 1. Election of Directors
The following nominees for election to the board of directors were elected, each for a one-year term or until their successor has been duly elected and qualified:
For | Withheld | Broker Non-Votes | |
Neal Dermer | 7,066,838 | 2,153,508 | 1,414,308 |
Robin Henderson | 9,125,348 | 94,998 | 1,414,308 |
Peter Horan | 7,111,392 | 2,108,954 | 1,414,308 |
Douglas Lebda | 8,865,233 | 355,113 | 1,414,308 |
Steven Ozonian | 6,912,413 | 2,307,933 | 1,414,308 |
Craig Troyer | 9,075,885 | 144,461 | 1,414,308 |
Proposal 2. Ratification of Independent Registered Public Accounting Firm
The board of directors’ proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2015 fiscal year was approved based on the following votes:
For | Against | Abstentions |
10,610,671 | 23,775 | 208 |
Item 7.01. Regulation FD Disclosure.
On June 10, 2015, we issued a press release concerning our new executive appointments, including those described in Item 5.02 above. A copy of such press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Exhibit Description | |
99.1 | Press Release, dated June 10, 2015, with respect to LendingTree's new executive appointments. | |
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: June 11, 2015 | ||
LENDINGTREE, INC. | ||
By: | /s/ Katharine F. Pierce | |
Katharine F. Pierce | ||
Senior Vice President, General Counsel | ||
& Corporate Secretary | ||
EXHIBIT 99.1
LendingTree Announces Executive Appointments to Support Growth
Charlotte, N.C. (June 10, 2015) - LendingTree®, the nation’s leading online loan marketplace, has announced a series of senior executive appointments to fully align the company’s management team for rapid scale and to leverage new growth opportunities.
Gabe Dalporto, who joined the company in April 2011 as CMO and was named President, Mortgage in February 2013, will assume a new role as Chief Financial Officer, leading the initiative to build a finance and analytics function for the next phase of the company’s growth. Carla Shumate will remain in her role as LendingTree’s Chief Accounting Officer.
“Gabe was instrumental in the company’s turnaround and its rapid growth since then,” said Doug Lebda, founder and CEO of LendingTree. “With his deep operational and P&L knowledge, combined with his analytics expertise, Gabe is the natural choice to lead a finance function that leverages analytics to drive our business growth.”
“At the same time we usher in a new chapter for LendingTree, I want to personally thank Alex Mandel for his service at LendingTree. Alex joined the company in August 2010 as a financial consultant, named CFO in July 2012, played an essential role in the resurgence of Lending Tree over the past five years and recruited an exceptionally talented finance team. LendingTree, the board of directors and I personally thank Alex for his contributions and wish him all the best in his future endeavors,” added Lebda.
Nikul Patel will become LendingTree’s Chief Operating Officer, an expansion of his prior Chief Product and Technology Officer role. In this new role, Nikul will be responsible for the day-to-day business operations for the lending businesses in addition to his product and technology responsibilities. Since joining in June 2012, Nikul has driven the company’s rapid rollout of innovative new products and business lines.
Paul Onnen will join the company as Chief Technology Officer. Paul brings over 25 years of experience directing, developing and executing innovative enterprise and web-based products and services for leading organizations including Google, Expedia, WebMD, Nordstrom.com and Intel, as well as several successful start-up companies. Most notably, Paul led the effort to re-architect and successfully launch a new version of the Expedia.com platform, the largest such project in the company’s history.
“Having someone of Paul’s caliber to lead LendingTree’s innovative technology initiatives will greatly contribute to our success. His experience and achievements at Expedia.com and other media companies will be invaluable to the team as we transform our business to become the search engine for money,” said Doug Lebda.
Neil Salvage will fill the newly created role of Chief Revenue Officer, responsible for all revenue for the company, leading the sales, contact center and lender partnership teams. Neil joined the company in July 2013 to run LendingTree’s home services business and later assumed the additional responsibility of managing the company’s contact center.
“Neil has built his career on successfully creating, developing and growing sales channels for several major companies including CBS Television and Radio, IAC/Interactive Corp.’s CityGrid Media and YellowPages.com,” continued Lebda. “Because he has a deep understanding of the lending and non-lending revenue drivers of the company and is a seasoned expert in leading sales operations, I’m confident Neil will successfully drive revenue and sales initiatives at LendingTree.”
“LendingTree has experienced tremendous growth over the past four years and that growth continues into 2015. Our first quarter was terrific but the most significant growth opportunities remain ahead, and we are positioning ourselves to scale. These management assignments bolster our management teams, align ourselves to support company growth, and allow some of our most senior people to apply their expertise in new directions to achieve new levels of success.” said Doug Lebda.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The matters contained in the discussion above may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations or anticipations of LendingTree and members of our management team. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: the performance of executives in their new roles, adverse conditions in the primary and secondary mortgage markets and in the economy, particularly interest rates; willingness of lenders to make unsecured personal loans and purchase leads for such products from the Company; seasonality of results; potential liabilities to secondary market purchasers; changes in the Company's relationships with network lenders; breaches of
network security or the misappropriation or misuse of personal consumer information; failure to provide competitive service; failure to maintain brand recognition; ability to attract and retain customers in a cost-effective manner; ability to develop new products and services and enhance existing ones; competition; allegations of failure to comply with existing or changing laws, rules or regulations, or to obtain and maintain required licenses; failure of network lenders or other affiliated parties to comply with regulatory requirements; failure to maintain the integrity of systems and infrastructure; liabilities as a result of privacy regulations; failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights; and changes in management. These and additional factors to be considered are set forth under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2014 and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.
About LendingTree, Inc.
LendingTree, Inc. (NASDAQ: TREE) operates the nation's leading online loan marketplace and provides consumers with an array of online tools and information to help them find the best loans for their needs. LendingTree's online marketplace connects consumers with multiple lenders that compete for their business, empowering consumers as they comparison-shop across a full suite of loans and credit-based offerings. Since its inception, LendingTree has facilitated more than 35 million loan requests. LendingTree provides access to lenders offering home loans, home equity loans/lines of credit, reverse mortgages, personal loans, auto loans, small business loans, credit cards, student loans and more.
LendingTree, Inc. is headquartered in Charlotte, NC and maintains operations solely in the United States. For more information, please visit www.lendingtree.com.
Contacts:
Investor Relations
877-640-4856
investors@lendingtree.com
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