LendingTree Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 21, 2025, in connection with the effectiveness of certain Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of LendingTree, Inc. (the “Company”), the Company’s Board of Directors approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately.
Among other things, the amendments primarily:
| • | Update provisions related to electronic and hybrid stockholder meetings; |
| • | Clarify and update advance notice requirements for stockholder nominations and proposals; |
| • | Update officer titles and responsibilities to align with current management structure; |
| • | Make certain revisions to conform to recent changes in the DGCL regarding annual meeting requirements; and |
| • | Update for certain other administrative and clarifying changes. |
These updates are intended to enhance the Company’s corporate governance framework, promote administrative efficiency, and ensure consistency with evolving legal standards.
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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Fifth Amended and Restated Bylaws of LendingTree, Inc., effective November 21, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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 hereunto duly authorized.
Date: November 21, 2025
| LENDINGTREE, INC. | ||
| By: | /s/ Heather Novitsky | |
Heather Novitsky | ||
| General Counsel | ||
| 3 |