8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 2, 2016

On Deck Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36779	42-1709682
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1400 Broadway, 25th Floor

New York, New York 10018

(Address of principal executive offices, including ZIP code)

(888) 269-4246

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 2, 2016, the Board of Directors (the “Board”) of On Deck Capital, Inc. (the “Company”) increased the size of the Board from seven to eight members and elected Daniel S. Henson as a director of the Company, effective June 2, 2016. On such date, Mr. Henson was also designated to serve on the Board's Risk Management Committee and Corporate Governance and Nominating Committee. To accommodate the addition of Mr. Henson to those committees, the size of the Risk Management Committee was expanded by the Board from three to four members and the size of the Corporate Governance and Nominating Committee was expanded by the Board from two to three members.

Mr. Henson will be entitled to receive compensation for his Board and committee service in accordance with the Company's standard compensation arrangements for non-employee directors, which are described under the caption “Outside Director Compensation Policy” in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2016. Such compensation may be adjusted by the Board from time to time.

Mr. Henson also entered into the Company's standard form of indemnification agreement and is entitled to the indemnification rights granted to the Company's directors, which are described under the caption “Limitation on Liability and Indemnification Matters” in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 27, 2015.

There are no transactions in which Mr. Henson has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Henson and any other persons pursuant to which he was selected as a director.

A copy of the Company's June 6, 2016 press release announcing the election of Mr. Henson is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information set forth in the press release shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated June 6, 2016.

SIGNATURES

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: June 6, 2016	On Deck Capital, Inc.
	/s/ Cory R. Kampfer
	Cory R. Kampfer Chief Legal Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated June 6, 2016.

EX-99.1

Exhibit 99.1

Daniel S. Henson Joins OnDeck Board of Directors

General Electric Veteran Brings Extensive Financial Services Expertise to Largest Online Small Business Lender

NEW YORK, June 6, 2016 /PRNewswire/ -- OnDeck^® (NYSE:ONDK), the leader in online lending for small business, announced today that Daniel S. Hensonwas elected to its Board of Directors effective June 2, 2016. Mr. Henson brings nearly 30 years of experience from General Electric Company (GE), where he held a variety of senior positions at GE and General Electric Capital Corporation, Inc. (GE Capital), including Chief Marketing Officer of GE and CEO of a number of GE Capital’s commercial lending businesses in North America and overseas.

“We are delighted to have Dan Henson join OnDeck’s Board of Directors,” said Noah Breslow, Chief Executive Officer, OnDeck. “Dan ran one of the largest commercial lending operations in the U.S. and his deep experience in strategic growth initiatives, process excellence and risk management will be a tremendous asset for OnDeck as we continue providing small businesses in the U.S., Canada and Australia with the capital they need to succeed.”

Mr. Henson most recently served as an officer of GE and Executive Vice President of GE Capital, where he led all commercial lending and leasing businesses in North America. He also provided oversight for the Enterprise Risk Committee of GE Capital’s North American lending and leasing units, oversaw capital markets activities and successfully managed GE Capital’s lending and leasing business through the 2008 financial crisis. He retired from GE and GE Capital in March 2016.

“As the largest online small business lender, OnDeck has transformed how business owners access capital,” said Henson. “I am excited to join the Board and utilize my commercial lending and capital markets experience to help OnDeck continue to grow in a responsible and customer-centric manner.”

Mr. Henson's appointment as a director is for an initial term extending until the 2018 annual meeting of stockholders.

About OnDeck

OnDeck (NYSE: ONDK) is the leader in online small business lending. Since 2007, the Company has powered Main Street's growth through advanced lending technology and a constant dedication to customer service. OnDeck's proprietary credit scoring system - the OnDeck Score® - leverages advanced analytics, enabling OnDeck to make real-time lending decisions and deliver capital to small businesses in as little as 24 hours. OnDeck offers business owners a complete financing solution, including the online lending industry's widest range of term loans and lines of credit. To date, the Company has deployed over $4 billion to more than 50,000 customers in 700 different industries across the United States, Canada and Australia. OnDeck has an A+ rating with the Better Business Bureau and operates the educational small business financing website www.businessloans.com. For more information, please visit www.ondeck.com.

Media Contact:

Miranda Eifler 

917.677.7112 

meifler@ondeck.com

Investor Contact:

Kathryn Harmon Miller 

646.558.7860 

kmiller@ondeck.com

OnDeck, the OnDeck logo and OnDeck Score are trademarks of On Deck Capital, Inc.

SOURCE On Deck Capital, Inc.