Other Information
+Added: During the fiscal quarter ended June 30, 2023, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
+Added: On July 26, 2023, the Company’s directors adopted the LendingTree, Inc.
+Added: 2023 Inducement Grant Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 100,000 shares of the Company’s common stock for issuance pursuant to equity awards to be granted under the Inducement Plan.
+Added: The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
+Added: The Inducement Plan provides for the grant of stock options, stock appreciation rights, restricted stock units, and other types of equity-based incentive compensation.
+Added: The terms and conditions of the Inducement Plan are substantially similar to the Company’s 2023 Stock Plan (as was described in our proxy statement for the 2023 annual stockholder meeting), but with such other terms and conditions intended to comply with the Nasdaq inducement award rules and which are generally not applicable to inducement plans (e.g., no statutory incentive stock options could be granted under the Inducement Plan and only non-qualified options may be granted).
+Added: On July 26, 2023, the Board also adopted forms of award agreements for use with the Inducement Plan.
+Added: In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Inducement Plan are individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.
+Added: The above description of the Inducement Plan and the award agreements thereunder is not complete and is qualified in its entirety by reference to the text of the Inducement Plan and its forms of award agreements, complete copies of which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.
Exhibit Description Location
3 unchanged sentences
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed November 15, 2017
+Added: 10.1 LendingTree, Inc.
+Added: 2023 Inducement Grant Plan*
+Added: 10.2 Notice of Stock Option Award Granted Under the LendingTree, Inc.
+Added: 2023 Inducement Grant Plan*
+Added: 10.3 Notice of Restricted Stock Unit Award Granted Under the LendingTree, Inc.
+Added: 2023 Inducement Grant Plan*
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
19 unchanged sentences
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 thereunto duly authorized.
+Added: July 27, 2023
LENDINGTREE, INC.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.