LEMONADE, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
On June 13, 2022 , in order to achieve an equal balance of membership among the
classes of directors, the Board of Directors of Lemonade, Inc. (the "Company")
determined to move Mwashuma Nyatta from Class II with a term expiring at the
2025 Annual Meeting of Stockholders to Class I with a term expiring at the 2024
Annual Meeting of Stockholders. Accordingly, on the same date, Mr. Nyatta, who
was a Class II director, resigned as a director and was immediately elected by
the Board as Class I director. The resignation and re-election of Mr. Nyatta was
effected solely to rebalance the Board's classes and, for all other purposes,
including compensation. Mr. Nyatta's service on the Board is deemed to have
continued uninterrupted. The Board now consists of two Class I directors, two
Class II directors and two Class III directors. The current Class I Directors
are now Daniel Schreiber and Mwashuma Nyatta; the current Class II Directors are
Shai Wininger and Irina Novoselsky ; and the current Class III Directors are
Michael Eisenberg and Silvija Martincevic .
Item 5.07 Submission of Matters to a Vote of Security Holders.
OnJune 8, 2022 , the Company held its annual meeting of stockholders (the "Meeting"). Present at the Meeting online or represented by proxy were holders of 40,232,622 shares of common stock of the Company, representing 65.18% of the voting power of the shares of common stock of the Company as of the close of business onApril 14, 2022 , the record date for the Meeting. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which is more fully described in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onApril 29, 2022 . Item 1. Election of Directors Nominee Votes For Votes Withheld Broker Non-Votes Shai Wininger 24,318,373 1,716,763 14,197,486 Irina Novoselsky 24,215,966 1,819,170 14,197,486 Mwashuma Nyatta 24,279,276 1,755,860 14,197,486
Based on the foregoing votes, each of
Item 2. Ratification of Appointment of Independent Registered
Public Accounting Firm.
Votes For Votes Against Abstentions Broker Non-Votes 39,715,442 364,556 152,624 - Based on the foregoing votes, the stockholders ratified the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 . -------------------------------------------------------------------------------- Item 3. Approval, on an advisory (non-binding) basis, of the
frequency of future
advisory votes on the compensation of the Company's named executive officers
Votes for 1 Year Votes For 2 Years Votes For 3 Years Votes Abstained Broker Non-Votes
25,848,452 49,440 69,547 67,697 14,197,486
Based on the foregoing votes, the Company's stockholders recommended that future
stockholder advisory votes on the compensation of the Company's named executive
officers be held every year. Based on the foregoing voting results and
consistent with the Board of Directors' recommendation, once an advisory vote on
the compensation of the Company's named executive officers is required to be
held, the Board of Directors has determined to hold such advisory vote every
year until the next advisory vote regarding the frequency of future advisory
votes on the compensation of the Company's named executive officers is submitted
to the stockholders or the Board of Directors otherwise determines that a
different frequency for such advisory votes is in the best interests of the
Company.
Item 8.01. Other Events
On November 8, 2021 , the Company entered into a definitive agreement ("Metromile
Agreement") to acquire Metromile, Inc. ("Metromile"). Pursuant to the terms of
the Metromile Agreement, the Company will acquire 100% of the equity of
Metromile, through an all-stock transaction based upon the conversion ratio of
19 shares of Metromile for 1 share of the Company. The Company has received
approval from the Department of Justice under the Hart-Scott-Rodino Act and is
awaiting other required regulatory approvals. The transaction is now expected to
close early in the third quarter of 2022, subject to customary closing
conditions and receipt of the foregoing approvals.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the anticipated closing of the Metromile acquisition and receipt of regulatory approvals in connection therewith. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: uncertainties as to the timing of the consummation of the proposed transaction and the ability of the parties to consummate the proposed transaction; the satisfaction of the conditions precedent to consummation of the proposed transaction, the ability to obtain required regulatory approvals at all or in a timely manner; any litigation related to the proposed transaction; disruption of Metromile's or Lemonade's current plans and operations as a result of the proposed transaction; the ability of Metromile or Lemonade to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Lemonade to successfully integrate Metromile's operations, product lines and technology; the ability of Lemonade to implement its plans, forecasts and other expectations with respect to Metromile's business after the completion of the transaction and realize additional opportunities for growth and innovation; the ability of Lemonade to realize the anticipated synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or costs expectations or at all; the ability to maintain relationships with Lemonade's and Metromile's respective employees, customers, other business partners and governmental authorities; and the other risks, uncertainties and important factors contained and identi?ed; and our inability to predict the lasting impacts of COVID-19 to our business in particular, and the global economy generally. These and other important factors are discussed under the caption "Risk Factors" in our Form 10-K ?led with theSEC onMarch 1, 2022 and in our other ?lings with theSEC could cause actual results to differ materially -------------------------------------------------------------------------------- from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements represent management's beliefs as of the date of this Current Report on Form 8-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
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