Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Heather Novitsky will be leaving her role as General Counsel of LendingTree, LLC (together with LendingTree, Inc., the “Company”), effective December 31, 2026. Thereafter, Ms.…
Filed Oct 30, 2026Accepted Oct 30, 2026, 4:05 PM EDTCIK 1434621Accession 0001683168-26-008194
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Heather Novitsky will be leaving her role as General
Counsel of LendingTree, LLC (together with LendingTree, Inc., the “Company”), effective December 31, 2026. Thereafter, Ms.
Novitsky will continue as a non-executive employee of the Company performing transition services until March 12, 2027, at which point
her employment will be terminated without cause.
In connection with Ms. Novitsky’s departure,
the Compensation Committee of the Company’s Board of Directors approved Tier A severance benefits pursuant to the Company’s
Executive Severance Pay Plan (the “Plan”), subject to Ms. Novitsky’s execution and non-revocation of a general release
of claims and continued compliance with the applicable restrictive covenant obligations contained in the release. A copy of the Plan was
previously filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed
with the Securities and Exchange Commission on March 9, 2026.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 27, 2026, the Company’s Board
of Directors approved and adopted an amendment and restatement of the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”),
which became effective immediately. Among other things, the amendments:
• Clarify provisions related to hybrid stockholder meetings;
• Clarify and update advance notice requirements for stockholder nominations and proposals;
• Clarify the power of the Board to postpone,
reschedule or cancel any annual meeting of stockholders;
• Clarify the power of the chair of a stockholder
meeting to adjourn any meeting of stockholders;
• Make certain revisions to conform to amendments to the Delaware General Corporation Law; and
• Update for certain other administrative
and clarifying changes.
This description of the amendments to the Bylaws
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto
as Exhibit 3.1 and incorporated herein by reference.