Form 8-K - Current report

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): November 17, 2023

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

On November 17, 2023, Irina Novoselsky and Silvija Martincevic each tendered their resignation as a director of Lemonade, Inc. (the “Company”), effective on November 21, 2023. Ms. Novoselsky had served as a Class II director, Chair of the Audit Committee and member of the Compensation Committee. Ms. Martincevic had served as a Class III director, Chair of the Nominating and Corporate Governance Committee and member of the Audit Committee. Ms. Martincevic’s and Ms. Novoselsky’s resignations were not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

On November 21, 2023, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, appointed each of Debra Schwartz and Samer Haj-Yehia to the Board to fill Ms. Martincevic’s and Ms. Novoselsky’s newly vacant seats, respectively, effective immediately (together, the “New Directors”). Ms. Schwartz will serve as a Class III director for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 and Dr. Haj-Yehia will serve as a Class II director for a term expiring at the Company’s annual meeting of stockholders to be held in 2025, in each case until his or her successor is duly elected and qualified or his or her earlier death, disqualification, resignation or removal. In connection with the appointment of Ms. Schwartz to the Board, she was appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee, in each case to replace Ms. Martincevic, effective immediately. In connection with the appointment of Dr. Haj-Yehia to the Board, he was appointed to serve on the Audit Committee and Compensation Committee, in each case to replace Ms. Novoselsky, effective immediately. The Board also appointed Ms. Schwartz as Chair of the Nominating and Corporate Governance Committee and Dr. Haj-Yehia as Chair of the Audit Committee.

Each of the New Directors is eligible to participate in the Company’s Non-Employee Director Compensation Policy, which provides for: (i) an annual cash retainer of $30,000 for serving on the Board, earned on a quarterly basis; (ii) in the case of Dr. Haj-Yehia, an annual cash retainer of $5,000 for serving as a member of the Compensation Committee and an annual cash retainer of $20,000 for serving as Chair of the Audit Committee, each earned on a quarterly basis; (iii) in the case of Ms. Schwartz, an annual cash retainer of $7,500 for serving as a member of the Audit Committee and an annual cash retainer of $7,500 for serving as Chair of the Nominating and Corporate Governance Committee, each earned on a quarterly basis; (iv) an initial equity-based award of restricted stock units (the “Initial Award”) in an amount equal to $175,000 that vests in equal annual installments over three years following the grant date, subject to such New Director’s continued service on the Board through each such vesting date; and (v) following each annual meeting of the Company’s stockholders, an annual equity-based award of restricted stock units in an amount of $150,000 that vests on the first anniversary of the date of grant, subject to such New Director’s continued service on the Board through such vesting date.

Each of the New Directors has entered into the Company’s standard indemnification agreement for directors and officers.

There is no arrangement or understanding pursuant to which the New Directors were appointed to the Board. There are no family relationships between either of the New Directors and any director or executive officer of the Company as defined in Item 401(d) of Regulation S-K, and each of the New Directors has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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: November 21, 2023

By:

/s/ Tim Bixby

Tim Bixby

Chief Financial Officer

Cover	Nov. 17, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 17, 2023
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