LendingTree Inc
For the period ended Jun 11, 2025. Filed Apr 25, 2025.
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Jun 11, 2025 · Filed Apr 25, 2025
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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
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
LENDINGTREE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual
Meeting of Stockholders
| AGENDA ITEM | BOARD RECOMMENDATION | FOR MORE INFORMATION | Annual Meeting of Stockholders | |
|---|---|---|---|---|
| 1. To elect nine members of our Board of Directors (“Board of Directors” or “Board”), 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 death or removal or resignation from our Board of Directors) | ✓ | FOR (all nominees) | Page 17 | June 11, 2025 11:00 a.m. Eastern Time Virtual Meeting via Live Webcast: www.virtualshareholdermeeting.com/TREE2025 |
| 2. Advisory vote to approve LendingTree’s (the “Company” or “LendingTree”) executive compensation (say on pay) | ✓ | FOR | Page 26 | |
| 3. To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm | ✓ | FOR | Page 53 |
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.
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 11, 2025 (the “Meeting” or “Annual Meeting”): Both the Proxy Statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), are available electronically at: www.proxyvote.com | ||
| At the Virtual meeting Attend the Annual Meeting at www.virtualshareholdersmeeting.com/TREE2025 (using the 16-digit control number included on your proxy card or voting instruction form) | Mail Please mail your completed proxy card or voting instruction form following the instructions provided therein | |
|---|---|---|
| Telephone Instructions provided in your proxy card or voting instruction form | Internet Instructions provided in your proxy card or voting instruction form | |
2025 Virtual Annual Stockholder Meeting
The Meeting will be a virtual annual meeting. 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 visitingwww.virtualshareholdermeeting.com/TREE2025. 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 11, 2025. We encourage you to access the Meeting prior to the start time.Online check-in will begin at 10:45 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, a technical assistance phone number will be available to you on the virtual Meeting registration page once online check-in begins. Technical assistance will be available through the conclusion of the Annual Meeting.
Our Board of Directors has setApril 16, 2025, 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 25, 2025. This Notice informs those stockholders how to access our Proxy Statement and our 2024 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 atinvestors.lendingtree.com. The questions and answers will remain available until LendingTree’s proxy statement for its 2026 annual meeting of stockholders is filed.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on June 11, 2025:Copies of the Proxy Statement and of our 2024 Annual Report are available by visiting the following website: www.proxyvote.com.
Heather Enlow-Novitsky
Corporate Secretary
A Letter to Our Stockholders
April 25, 2025
Dear Fellow LendingTree Stockholders:
Our business entered the new year with good momentum, with all three of our reportable segments growing revenue on a year over year basis in the fourth quarter of 2024. The team remains focused on increasing wallet share with our network lending and insurance partners while also improving operating efficiency, with a laser focus on unit economics and fixed costs.
2024 in Review
We are delighted to report 2024 AEBITDA grew 33% to $104 million, driven by 8% variable marketing dollar growth and ongoing operating expense discipline. Importantly, entering the new year, we had momentum and an improved financial position, topping our forecast with fourth quarter revenue of $262 million, variable marketing dollars of $87 million and $32 million of AEBITDA all topping our forecast. Insurance, again led the way with revenue up 188% from the prior year. Despite the ongoing restrictive underwriting environment, the Consumer segment revenue also grew. The strong performance is reflective of the benefits of our “operating excellence” initiatives and the team’s disciplined focus.
The Company ended 2024 with net leverage of 3.5x, down from 5.3x at the close of 2023. We maintain $107 million of cash on hand and $50 million remains undrawn on our Apollo term loan. Our available liquidity will allow us to comfortably retire the remaining $115 million of convertible notes due to mature in July of this year. We have made steady progress improving the strength of our balance sheet while avoiding the issuance of dilutive equity or equity-linked capital. Based on our forecast, leverage should continue to decline steadily from the current level. Reducing our outstanding debt balance will remain a primary use of excess cash. As our credit metrics continue to improve, we will evaluate opportunities to enhance the efficiency of our capital structure, reduce our interest expense and improve free cashflow generation for stockholders.
2025 Plans
In 2025, we expect insurers will continue to enjoy strong underwriting profitability as they optimize policy rates and marketing costs to capture share in a competitive market. This should lead to increased consumer shopping traffic, benefiting our business. We remain focused on growing our share of the market and refining our marketing strategies as media costs stabilize to drive continued growth in the segment profitability this year. Our Home and Consumer segments are both expected to grow revenue as well, driven by a stable economic environment.
Concluding Remarks
Looking forward into 2025, we are energized by a return to growth. We plan to capitalize on our leading positions across the mortgage, consumer and insurance marketplaces as we execute on numerous priorities to make our team more efficient and our customer experience optimized for consumers. We will maintain the expense discipline we have fortified throughout the difficult post-COVID operating environment, and we will seek to continue building on the strength of our balance sheet.
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.
Table of Contents
| Proxy Summary | 2 | |
|---|---|---|
| 2024 Performance Highlights | 3 | |
| Board Highlights | 3 | |
| Executive Compensation Highlights | 5 | |
| Stockholder Engagement | 6 | |
| Certain Relationships and Related Transactions | 7 | |
| Related Person Transaction Policy | 8 | |
| Corporate Governance | 9 | |
| Corporate Governance Practices | 9 | |
| Board of Directors Responsibilities and Structure | 9 | |
| Director Independence | 11 | |
| Qualifications of Directors | 11 | |
| Stockholder Recommendations of Director Candidates | 12 | |
| Board Evaluation Process | 12 | |
| Board Committees and Charters | 12 | |
| Compensation Committee Interlocks and Insider Participation | 13 | |
| Stockholder Engagement Process | 14 | |
| Corporate Social Responsibility | 15 | |
| Proposal No. 1: Election of Directors | 17 | |
| Our Board Nominees | 17 | |
| Director Compensation | 23 | |
| Overview of Our Compensation Program for Non-Employee Directors | 23 | |
| Director Stock Ownership Guideline | 23 | |
| Director Compensation Table | 24 | |
| Outstanding Equity Awards for Directors at Fiscal Year-End 2024 | 25 | |
| Proposal No. 2: Advisory Vote to Approve Executive Compensation | 26 | |
| Compensation Committee Report | 27 | |
| Compensation Discussion and Analysis | 27 | |
| Executive Compensation Tables | 39 | |
| Fiscal 2024 Summary Compensation Table | 39 | |
| Grants of Plan-Based Awards During Fiscal 2024 | 40 | |
| Outstanding Equity Awards at Fiscal 2024 Year-End | 42 | |
| Option Exercises and Stock Vested During Fiscal 2024 | 43 | |
| Pension Benefits | 43 | |
| Non-Qualified Deferred Compensation | 44 | |
| Potential Payments Upon Termination of Employment or Change in Control | 45 | |
| CEO Pay Ratio | 48 | |
| Pay-Versus-Performance Table | 49 | |
| Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm | 53 | |
| Audit Committee Report | 54 | |
| Stock Ownership Information | 55 | |
| Security Ownership Table | 55 | |
| Information About the Meeting, Voting and Proxies | 57 | |
| Appendix A – Information Regarding Non-GAAP Financial Measures | A-1 |
LENDINGTREE 2025 Proxy Statement 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.