LendingTree, Inc. (TREE) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Virtual Annual Meeting of Stockholders. [Operator Instructions] I would now like to hand the conference over to your speaker, Doug Lebda. You may begin, sir.

Good morning. At this time we get started. Welcome to the Annual Meeting of the Stockholders of LendingTree Inc. I am Doug Lebda, Chairman and CEO of the company, and I now call the meeting to order. This meeting is being webcast live along with my fellow directors and executive officers of the company. In attendance, welcome all stockholders -- we welcome all stockholders participating in the webcast. Ryan Quinn, Secretary of the company, will act as secretary of the meeting. Before we get started, I would like to remind everyone that this meeting is governed by Delaware Law and our corporate bylaws, and thus, we are required to follow certain formal procedures. The rules of conduct for the meeting are available for review on the virtual meeting site. In order to conduct an orderly and efficient meeting, we ask that each of you abide by these rules. The Board of Directors set April 13, 2020, as the record date for the stockholders meeting. List of the stockholders of record as of the close of business on April 13, is available for stockholders inspection on the meeting website. A notice of this meeting and the availability of proxy materials on the Internet was sent out on April 28, 2020, to all stockholders of record as of the record date. Broadridge has delivered an affidavit of mailing to the company, establishing that notice of the meeting was given to each stockholder of record as of the record date, and a copy of the notice of meeting, affidavit of mailing and proxy materials will be incorporated into the minutes of this meeting. A preliminary report provided by the inspector of election has determined that we have a quorum present for the purpose of transaction of business. It is 11:02 a.m. on June 10, 2020, and the polls for voting of each ballot item are open. All shares represented by proxy will be voted as specified in the form of the proxy. If you're a stockholder entitled to vote and you have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. Shares represented by proxy where no vote is specified will be voted in favor of electing the 9 persons nominated as director for approval of the company's executive compensation, say-on-pay and for the ratification of the selection of PricewaterhouseCoopers as our independent public accounting firm for 2020. As stated in the notice of meeting and the proxy materials, this meeting has been called to consider and act on the following matters. First, the election of 9 members of the Board -- of our Board of Directors. Second, a proposal for an independent vote to approve the company's executive compensation, say-on-pay. And third, a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2020 fiscal year. Each item of business on the agenda will be presented and then a vote will be taken on all of the items at the same time. Proposal one, election of directors. The first order of business is the election of directors. There will be 9 directors elected at this meeting. As indicated in the company's proxy statement, the Board of Directors has nominated the following persons to serve the company until 2021 Annual Meeting of Stockholders or until such directors successors shall have duly elected or -- and qualified or if earlier, such directors removal or resignation. Courtnee Chun, Gabriel Dalporto, Tom Davidson, Robin Henderson, Doug Lebda, Steve Ozonian, Saras Sarasvathy, Ken Thompson and Jennifer Witz. Proposal number two, advisory vote on executive compensation, say-on-pay, the second order of business is to approve the compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory vote. The company's executive compensation is discussed in the proxy statement that was made available to you prior to the meeting. Proposal 3, auditor ratification. The third and final order of business is the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2020 fiscal year. I declare the polls closed for each item voted at this meeting. I understand the votes have been counted and the preliminary report of the voting inspectors delivered to the secretary. I now call on the secretary to report the results of the stockholders vote.

Thank you, Mr. Chairman. The preliminary report of the inspector of election indicates. With respect to proposal one, the election of directors. Each of the 9 nominees for director received more than 93% of the votes cast in favor of his or her election, to serve for a 1-year term until his or her successor shall have been duly elected and qualified or if earlier, such directors removal or resignation. With respect to proposal 2, the approval of the company's executive compensation received more than 74% of the votes cast. And with respect to proposal 3, the ratification of the appointment of auditors, stockholders ratify the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2020 fiscal year.

I hereby direct that the final report of the voting inspector be filed with the minutes of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. This concludes the business of this meeting. The meeting is now adjourned. I will now answer any questions from stockholders regarding the company that have been submitted prior to this meeting. Seeing none. The meeting is now adjourned. Ladies and gentlemen, thank you for attending today's meeting.