Item 5. Other Information
Item 5. Other Information
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."
On July 26, 2023, the Company’s directors adopted the LendingTree, Inc. 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.
The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of stock options, stock appreciation rights, restricted stock units, and other types of equity-based incentive compensation. 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). On July 26, 2023, the Board also adopted forms of award agreements for use with the Inducement Plan.
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.
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.
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Item 6. Exhibits
Exhibit Description Location
3.1 Amended and Restated Certificate of Incorporation of LendingTree, Inc.
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed August 25, 2008
3.2 Fourth Amended and Restated By-laws of LendingTree, Inc.
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed November 15, 2017
10.1 LendingTree, Inc. 2023 Inducement Grant Plan*
†
10.2 Notice of Stock Option Award Granted Under the LendingTree, Inc. 2023 Inducement Grant Plan*
†
10.3 Notice of Restricted Stock Unit Award Granted Under the LendingTree, Inc. 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.
†
31.2 Certification of the Chief Financial 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.
†
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
††
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
††
101.INS XBRL Instance Document — The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
†††
101.SCH XBRL Taxonomy Extension Schema Document †††
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document †††
101.DEF XBRL Taxonomy Extension Definition Linkbase Document †††
101.LAB XBRL Taxonomy Extension Label Linkbase Document †††
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document †††
104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) †††
________________________________________________________________________________________________________________________________
† Filed herewith.
†† Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
††† Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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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 thereunto duly authorized.
Date: July 27, 2023
LENDINGTREE, INC.
By: /s/ TRENT ZIEGLER
Trent Ziegler
Chief Financial Officer
(principal financial officer and duly authorized officer)
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