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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): 6/4/2025
LEMONADE, INC.
(Exact name of registrant as specified in its charter)
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| 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, include 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | 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:
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| 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. ☐
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 4, 2025, the Company held its annual meeting of stockholders (the “Meeting”). Present at the Meeting online or represented by proxy were holders of 50,128,109 shares of common stock of the Company, representing 68.41% of the voting power of the shares of common stock of the Company as of the close of business on April 10, 2025, 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 23, 2025. (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.
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| Item 1. | Election of Directors |
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| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Shai Wininger | | 30,267,707 | | 4,925,086 | | 13,756,885 |
Dr. Samer Haj-Yehia | | 30,967,997 | | 4,224,797 | | 13,756,885 |
Based on the foregoing votes, each of Shai Wininger and Dr. Samer Haj-Yehia was elected to serve as a Class II Director until the 2028 annual meeting of stockholders and until their successor has been duly elected and qualified.
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| Item 2. | Ratification of Appointment of Independent Registered Public Accounting Firm. |
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| Votes For | | Votes Against | | Abstentions | | |
| 48,501,890 | | 193,927 | | 253,862 | | |
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, 2025.
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| Item 3. | Approval, on an Advisory (Non-Binding) Basis of the Compensation of Our Named Executive Officers |
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 33,871,425 | | 1,070,302 | | 251,066 | | 13,756,885 |
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.
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| | LEMONADE, INC. |
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Date: June 9, 2025 | | By: | | /s/ Daniel Schreiber |
| | | | Daniel Schreiber |
| | | | Chief Executive Officer |