Current Report Filing (8-k)
August 03 2021 - 4:46PM
Edgar (US Regulatory)
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): July 28, 2021
METROMILE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39484
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84-4916134
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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425
Market Street #700
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San
Francisco, CA
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94105
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(Address
of principal executive offices)
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(Zip
Code)
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(888)
242-5204
(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 obligations of the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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MILE
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The
Nasdaq Capital Market
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Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
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MILEW
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The
Nasdaq Capital Market
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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. ☐
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Item
5.02
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Election
of Directors; Appointment of Certain Officers; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
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On
August 2, 2021, the Board of Directors (the “Board”) of Metromile, Inc. elected John Butler and Sandra Clarke as new members
of the Board to serve as Class III and Class II directors, respectively, whose initial terms will end at the annual meeting of stockholders
to be held in fiscal 2024 and 2023, respectively. It is expected that Mr. Butler will begin his term on the Board effective August 4,
2021, and Ms. Clark will begin her term on the Board effective August 31, 2021.
Mr.
Butler is a 25-year insurance industry veteran with deep global experience. He is currently a managing director of Cohen & Company
and head of Cohen’s U.S. Insurance Asset Management Platform. Ms. Clarke is currently CFO and SVP of Blue Shield of California.
She has more than 25 years of experience directing world-wide financial organizations in insurance and other highly regulated, critical
industries.
Mr.
Butler was also elected Chairman of the Board and a member of the Compensation Committee. Metromile founder, David Friedberg, who served
as Executive Chairman for more than 10 years, will continue to serve as Chairman of the Board until Mr. Butler assumes this role on August
31, 2021. Once Mr. Butler assumes the role of Chairman of the Board, Mr. Friedberg will continue to serve as a member of the Board and
as a member of the Nominating and Corporate Governance Committee.
In
connection with her appointment to the Board, Ms. Clarke was elected Chair of the Audit Committee. Vikas Singhal, current Chair of the
Audit Committee, will continue to serve in this role until Ms. Clarke begins her term on the Board. Once Ms. Clarke begins her term,
Mr. Singhal will continue to serve on the Board and as a member of the Audit Committee and Nominating and Corporate Governance Committee.
There
are no arrangements or understandings between Mr. Butler and Ms. Clarke and any other persons pursuant to which they were selected as
directors of Metromile. There are no current or proposed transactions between Metromile and either Mr. Butler or Ms. Clarke or their
immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange
Commission.
Metromile
does not currently have a non-employee director compensation policy, but is in the process of developing one. Once approved, Ms. Clarke
and Mr. Butler are expected to be compensated pursuant to that policy.
On July
28, 2021, Betsy Z. Cohen resigned from the Board as a Class III director and any committees thereof, effective immediately. Ms. Cohen’s
resignation was not the result of any disagreement with Metromile or the Board.
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.
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Dated:
August 3, 2021
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METROMILE,
INC.
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By:
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/s/
Dan Preston
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Name:
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Dan
Preston
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Title:
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Chief
Executive Officer
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2
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