LendingTree is making a planned change in its legal leadership and has revised rules governing stockholder meetings and nominations. General Counsel Heather Novitsky will leave that role at the end of 2026, while the company’s updated bylaws, approved by the board, took effect on October 27.
Leadership transition and severance
- Novitsky’s term as general counsel of LendingTree LLC ends on December 31, 2026.
- She will remain a non-executive employee to provide transition services through March 12, 2027. Her employment will then end without cause.
- The board’s compensation committee approved Tier A severance under LendingTree’s executive severance plan. Payment is conditional on Novitsky signing and not revoking a release of claims, and complying with applicable restrictive covenants. The announcement does not specify the severance amount.
Changes to stockholder meeting rules
- The revised bylaws clarify how hybrid stockholder meetings—those with both in-person and remote participation—are conducted.
- They update and clarify the advance-notice requirements for stockholders who want to nominate directors or bring proposals before a meeting.
- They clarify the board’s authority to postpone, reschedule or cancel an annual stockholder meeting, and the meeting chair’s authority to adjourn a stockholder meeting.
- The changes also include updates to align the bylaws with amendments to Delaware corporate law, along with administrative and clarifying revisions.
The personnel change sets out a transition period before Novitsky’s employment ends. The bylaw revisions address how stockholder meetings are managed and how nominations and proposals must be submitted; the announcement does not describe changes to LendingTree’s business strategy or ownership.