DEF 14A 1 nc10023359x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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LENDINGTREE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Proxy Statement

Notice of 2021 Annual

Meeting of Stockholders

AGENDA ITEM		BOARD RECOMMENDATION		FOR MORE INFORMATION
1.	To elect eight members of our Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding 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 from our Board of Directors)	ü	FOR (all nominees)	Page 21
2.	To Approve the LendingTree, Inc. Employee Stock Purchase Plan	ü	FOR	Page 30
3.	To Approve an Amendment and Restatement of the LendingTree, Inc. Sixth Amended and Restated 2008 Stock and Annual Incentive Plan	ü	FOR	Page 58
4.	Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	ü	FOR	Page 65

Note: We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting). As of the date of this proxy statement, we have not received notice of any such matters.

Annual Meeting of Stockholders

June 9, 2021

11:00 a.m. Eastern Time

Virtual Meeting via Live Webcast:

www.virtualshareholdermeeting.com/TREE2021

HOW TO VOTE

Your vote is important. Please vote as promptly as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 9, 2021 (the “Meeting”): Both the proxy statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available electronically at: www.proxyvote.com

2021 Virtual Annual Stockholder Meeting

In light of ongoing developments related to the coronavirus (COVID-19) pandemic and after careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to protect the health and safety of our stockholders, Board, management and community. You will not be able to attend the meeting in person, but we are committed to ensuring that stockholders will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions prior to the meeting by visiting www.virtualshareholdermeeting.com/TREE2021. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time on June 9, 2021. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:00 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in process or meeting time, please call 844-986-0822 / International: 303-562-9302 on the meeting date. Technical assistance will be available through the conclusion of the Annual Meeting.

Our Board of Directors has set April 12, 2021 as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

Notice

We are distributing to certain stockholders a Notice of Internet Availability of Proxy Materials on or about April 29, 2021. This Notice informs those stockholders how to access our Proxy Statement and our 2020 Annual Report to Stockholders and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investors.lendingtree.com. The questions and answers will remain available until LendingTree’s 2022 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be held on June 9, 2021: Copies of the Proxy Statement and of our annual report for the fiscal year ended December 31, 2020 are available by visiting the following website: www.proxyvote.com.

Lisa M. Young

Corporate Secretary

April 29, 2021

Dear Fellow LendingTree Stockholders:

Introduction

I begin this annual letter with a sense of pride about our Company, our employees and the work we do every day. I truly believe that LendingTree is a dynamic and exciting place to work and it is a privilege to lead this Company into 2021.

2020 in Review

As I look back on 2020, I am most proud of the fact that despite headwinds to certain of our businesses, we were fortunate to maintain a healthy and productive workforce along with a strong balance sheet and sustained positive cash flows. This enabled us to remain focused on execution - serving our customers and partners - without losing sight of our broader strategic objectives around innovation and scale. While 2020 presented our Company with a number of challenges driven by the fallout from the COVID-19 pandemic, it also surfaced a great deal of opportunity to lean in to certain areas of our business and re-evaluate our strategic direction and operational focus. In aggregate, total Company revenue declined 18% in 2020, but the weakness was isolated to a few specific product categories that were severely, and temporarily, as time has shown, impacted by effects of the pandemic. Despite the headwinds, many areas of our business saw great strength, and furthermore, a heightened focus on innovation and execution has our Company incredibly well-positioned as the economic recovery continues to unfold.

The areas of our business most impacted by the economic fallout from the pandemic were our credit card, personal loan, and small business exchanges. Spiking unemployment and social distancing requirements, in part combatted by government stimulus and fiscal policy, drove uncertainty in consumer credit and small business credit markets. Although these markets seized up in the early stages of the crisis, causing many of marketplace participants to reduce their investments in customer acquisition, we have continued to see gradual recovery and increasing signs of health in those businesses as time has worn on. While revenue in our Consumer segment was down 71% from 2019 levels in the second quarter 2020, at the height of the pandemic, that year-over-year decline stemmed to 58% in the fourth quarter 2020, and we continue to see improving trends thus far in 2021. We continued to invest in these businesses throughout 2020 to sustain and grow brand awareness with consumers and strengthen relationships with our lending partners, and remain confident that we're well-positioned to grow these businesses well into the future.

While our Consumer segment was adversely impacted by the events of the pandemic, our Home segment thrived, growing revenue and segment profit by 15% and 28%, respectively, over fiscal 2019. As mortgage interest rates moved lower throughout much of the year sparking a wave of mortgage refinancing, the strength of our offering combined with impeccable execution enabled us to take advantage of an extraordinary market and gain share with our partners. We made great strides in our ongoing effort to deliver superior shopping experiences for borrowers while diversifying and enhancing our lender solutions. Our leading presence in the mortgage market remains a substantial competitive advantage.

The Insurance segment also sustained its run of impressive results in 2020, growing revenue and segment profit by 17% and 14%, respectively. The QuoteWizard and ValuePenguin businesses we acquired in late 2018 and early 2019, have enabled us to become a leader in the $140 billion insurance distribution market. As has been the case in several acquisitions over the last few years, we have demonstrated an ability to acquire high-quality businesses and help them accelerate through our world-class marketing capabilities and scale. In insurance, we have significantly improved and diversified both our sources of consumer acquisition and partner distribution, as well as broadened our product offering to include more meaningful health and Medicare solutions in addition to auto and home.

Finally, and perhaps most importantly, our My LendingTree platform continued to scale and evolve throughout 2020. We ended the year with 16.6 million members, up 20% over 2019. The functionality of the platform and the value it drives for members improved greatly throughout the year as the launch of a redesigned experience introduced the capability to help users manage their day-to-day cash flows and assess their financial futures in addition to simply monitoring credit and making recommendations. By enabling users to manage much of their financial lives in one connected and unbiased application, we're fulfilling our mission to help consumers simplify financial decisions for life's meaningful moments by providing choice, education and support.

Community Outreach

In 2020, we remained committed to helping our communities thrive. Our LendaHand Initiative, made up of all LendingTree, LendingTree Foundation and employee efforts, totaled over $1.766M in all giving and volunteering programs for 2020 with over 141 organizations impacted and 340 employee volunteer hours recorded.

To help those most affected by COVID-19, the LendingTree Foundation donated $1,000,000 to the COVID-19 Response Fund for the city of Charlotte, North Carolina and $250,000 to launch our LendaHand Employee Relief Fund.

Our 2021 Plans

As we head into 2021, we have a broad array of strategic initiatives outlined that all serve to accomplish the greater objectives of growing, engaging, and delighting our customers while serving our partners in a more integrated and automated fashion.

Concluding remarks

While 2020 was certainly a challenging year in many respects, I'm incredibly proud of how we came together as a Company and navigated those challenges to minimize the disruption to our business. Our diversified business model has once again enabled us to withstand turbulence in the markets around us, and we are stronger for it. In a year unlike any other, our team rose to the challenge and delivered for our stakeholders.

Thank you all for your continued support of our Company and the work we do together.

Douglas Lebda

Chairman and Chief Executive Officer
LendingTree, Inc.

Proxy Summary		2
	2020 Performance Highlights	3
	Board Highlights	3
	Executive Compensation Highlights	6
	Stockholder Engagement	9
Certain Relationships with Related Transactions		10
	The “Spinco Agreements” with GCI Liberty, Inc.	10
	Other Arrangements	10
Related Person Transaction Policy		11
Corporate Governance		12
	Corporate Governance Practices	12
	Board of Directors Responsibilities and Structure	12
	Director Independence	15
	Qualifications of Directors	15
	Stockholder Recommendations of Director Candidates	15
	Board Evaluation Process	15
	Board Committees and Charters	16
	Compensation Committee Interlocks and Insider Participation	17
	Stockholder Engagement Process	18
	Corporate Social Responsibility	18
Proposal No. 1: Election of Directors		21
	Our Board Nominees	21
Director Compensation		27
	Overview of Our Compensation Program for Non-Employee Directors	27
	Director Stock Ownership Requirement	28
	Director Compensation Table	28
	Outstanding Equity Awards for Directors at Fiscal Year-End 2020	29
Proposal No. 2: Approval of Employee Stock Purchase Plan		30
Compensation Committee Report		32
	Compensation Discussion and Analysis	33
Executive Compensation Tables		50
	Fiscal 2020 Summary Compensation Table	50
	Grants of Plan-Based Awards During Fiscal 2020	51
	Outstanding Equity Awards at Fiscal 2020 Year-End	52
	Option Exercises and Stock Vested During Fiscal 2020	53
	Pension Benefits	53
	Non-Qualified Deferred Compensation	53
	Potential Payments Upon Termination of Employment or Change in Control	54
	CEO Pay Ratio	57
Proposal No. 3: Approval of Amendment and Restatement of 2008 Stock and Annual Incentive Plan		58
Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm		65
Audit Committee Report		67
Stock Ownership Information		68
	Security Ownership Table	68
	Delinquent Section 16(a) Reports	69
Information About the Meeting, Voting and Proxies		70
Appendix A – Information Regarding Non-GAAP Financial Measures		A-1
Appendix B – LendingTree, Inc. Employee Stock Purchase Plan		B-1
Appendix C – Seventh Amended and Restated LendingTree, Inc. 2008 Stock Plan		C-1

Proposal	Board Recommendation		For More Information
1. Election of eight directors	ü	FOR (all nominees)	Page 21
2. Approval of the LendingTree, Inc. Employee Stock Purchase Plan	ü	FOR	Page 30
3. Approval of an Amendment and Restatement of the LendingTree, Inc. Sixth Amended and Restated 2008 Stock and Annual Incentive Plan	ü	FOR	Page 58
4. Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	ü	FOR	Page 65

						Committee Memberships ⁽¹⁾
DIRECTOR NOMINEE	AGE	DIRECTOR SINCE	PRINCIPAL OCCUPATION	OTHER PUBLIC COMPANY BOARDS	INDEPENDENT	AUDIT	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE	TRANSACTIONS
Gabriel Dalporto	49	2017	Chief Executive Officer of Udacity, Inc.	0	●				●
Thomas M. Davidson, Jr.	49	2017	Chief Executive Owner of EverFi, Inc.	0	●			c	●
Robin Henderson	51	2014	Senior Director, Private Capital Group, of RXR Realty	0	●	●		●
Douglas Lebda (Chairman of the Board of Directors)	51	2008	Chairman, Chief Executive Officer and a member of the Board of Directors of LendingTree, Inc.	0					c

What we introduced since 2019
ü	Enhance our stock ownership guidelines to cover our CEO (6x base salary) and our other NEOs (3-1.5x base salary).
ü	Maintain a compensation recovery policy covering the cash and equity incentive compensation paid to our executive officers.
ü	Maintain a minimum vesting period of one year for all equity awards, subject to limited exceptions.
ü	Expressly prohibit payment of dividends on unvested equity awards.
What we continued to do
ü	Tie the majority of named executive officers' (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation.
ü	Grant performance-based equity incentive awards to our CEO with challenging performance hurdles.
ü	Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.
ü	Maintain stock ownership guidelines of 5x annual retainer for our independent directors.

What we don’t do
×	No excise tax gross-up.
×	No supplemental company-paid retirement benefits.
×	No repricing of stock options without stockholder approval.
×	No granting of discounted or reload stock options.
×	No guaranteed annual salary increases or bonuses.
×	No excise tax gross-up

•	100% of the long-term incentives granted in December 2020 pursuant to our CEO's new employment agreement are highly performance-based:

	•	30% are stock options that have a 25% premium exercise price.

	•	70% are stock options that (a) have a 25% premium exercise price and (b) are only earned if there is future achievement of stock price increases between 81% and 191% above the share price on the date of grant.

	•	These awards reflect the entirety of our CEO's long-term incentive compensation through the end of fiscal 2023, meaning that our CEO will not receive any additional long-term incentive awards in 2021, 2022 or 2023, and are viewed by the Company as compensation for fiscal 2021 - 2023, rather than as part of the 2020 CEO compensation program. They are reported as our CEO's compensation for fiscal 2020 in the Summary Compensation Table, because the awards were granted in the final month of fiscal 2020.

Board Practices, Composition, Accountability and Independence		Alignment with Stockholder Interests
• 87.5% of our director nominees are independent.		• One vote per share.

• Strong lead independent director with well-defined role.		• Not a controlled company.

• Annual election of directors.		• Do not require supermajority vote to amend charter or bylaws.
• Majority vote for director elections.		• Executive compensation is intensely focused on pay for performance.
• Three of our directors are female.		• Stock ownership guidelines for directors and executive officers.

• One of our directors self identifies as racially/ethnically diverse.

• Annual Board and committee evaluations.

	Role of Chairman of the Board			Role of Lead Independent Director

	Mr. Lebda’s responsibilities as Chairman of the Board include:			In November 2016, the Board of Directors designated Mr. Steven Ozonian to serve as Lead Independent Director. His responsibilities and authority in that role include:
	• Setting the agenda for Board of Directors meetings in consultation with the Lead Independent Director. • Serving as liaison between the Board and senior management. • Conducting the annual board evaluation in consultation with the Lead Independent Director, at the direction of the Nominating and Corporate Governance Committee. • Being available to the Board of Directors to assume additional responsibilities, as may be requested from time to time. • Calling special meetings of the Board of Directors and stockholders.			• Presiding at meetings of the Board at which the Chairman of the Board is not present, including executive sessions of non-executive directors, which occur at least quarterly. • Approving the agenda for Board of Directors meetings (in consultation with the Chairman of the Board) and the schedule for Board of Directors meetings, including to provide that there is sufficient time for discussion of all agenda items. • Ensuring the Board of Directors receives adequate and timely information. • Serving as liaison between the Chairman of the Board and the non-executive directors. • Conducting the annual board evaluation in consultation with the Chairman of the Board, at the direction of the Nominating and Governance Committee. • Being available for consultations and communications with major stockholders upon request. • Calling executive sessions of the non-executive directors.

SEC Form DEF 14A filed by LendingTree, Inc.