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 5, 2024

LEMONADE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39367	32-0469673
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5 Crosby Street, 3rd Floor

New York, NY 10013

(Address of principal executive offices) (Zip Code)

(844) 733-8666  

(Registrant’s telephone number, including area code)

N/A

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	LMND	New York Stock Exchange
Warrants to purchase common stock	LMND.WS	New York Stock Exchange American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 5, 2024, the Company held its annual meeting of stockholders (the “Meeting”). Present at the Meeting online or represented by proxy were holders of 46,638,194 shares of common stock of the Company, representing 66.15% of the voting power of the shares of common stock of the Company as of the close of business on April 11, 2024, 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 the Securities and Exchange Commission on April 24, 2024. (the “Proxy Statement”). The below results reflect the pro rata distribution of shares held by any stockholder in excess of 9.90% of the Total Votes (as defined in the Proxy Statement) pursuant to the Company’s Amended and Restated Certificate of Incorporation and as described in the Proxy Statement.

Item 1. Election of Directors

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Daniel Schreiber	24,990,830	3,360,443	16,246,429
Mwashuma Nyatta	23,995,579	4,355,694	16,246,429

Based on the foregoing votes, each of Daniel Schreiber and Mwashuma Nyatta was elected to serve as Class I Directors until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified.

Item 2. Ratification of Appointment of Independent Registered Public Accounting Firm.

Votes For	Votes Against	Abstentions
44,019,598	268,450	309,654

Based on the foregoing votes, the Company's stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Item 3. Approval, on an Advisory (Non-Binding) Basis of the Compensation of Our Named Executive Officers

Votes For	Votes Against	Abstentions	Broker Non-Votes
24,579,034	3,515,102	257,137	16,246,429

Based on the foregoing votes, the stockholders approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis.

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.

	LEMONADE, INC.
Date: June 11, 2024	By:	/s/ Daniel Schreiber
		Daniel Schreiber
		Chief Executive Officer

XML

Cover	Jun. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	LEMONADE, INC.
Entity Central Index Key	0001691421
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39367
Entity Tax Identification Number	32-0469673
Entity Address, Address Line One	5 Crosby Street, 3rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	844
Local Phone Number	733-8666
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.00001 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	LMND
Security Exchange Name	NYSE
Warrants to purchase common stock
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	LMND.WS
Security Exchange Name	NYSE