Lemonade Inc
For the period ended Sep 30, 2024. Filed Oct 31, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 31, 2024
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Mine Safety Disclosures
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a) On October 28, 2024, Mwashuma Nyatta tendered his resignation as a director of Lemonade, Inc. (the “Company”), effective October 31, 2024. Mr. Nyatta serves as a Class I director, member of the Audit Committee and member of the Compensation Committee. Mr. Nyatta’s resignation was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
On October 28, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, appointed Maria Angelidis-Smith to the Board effective October 31, 2024. Ms. Angelidis-Smith will serve as a Class I director for a term expiring at the Company’s annual meeting of stockholders to be held in 2027, until her successor is duly elected and qualified or her earlier death, disqualification, resignation or removal. She was also appointed to serve on the Audit Committee and the Compensation Committee, in each case to replace Mr. Nyatta, effective October 31, 2024.
Ms. Angelidis-Smith 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) an annual cash retainer of $5,000 for serving as a member of the Compensation Committee and an annual cash retainer of $7,500 for serving as a member of the Audit Committee, each earned on a quarterly basis; (iii) 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 Ms. Angelidis-Smith’s continued service on the Board through each such vesting date; and (iv) 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 Ms. Angelidis-Smith’s continued service on the Board through such vesting date.
Ms. Angelidis-Smith has entered into the Company’s standard indemnification agreement for directors and officers.
There is no arrangement or understanding pursuant to which Ms. Angelidis-Smith was appointed to the Board. There are no family relationships between Ms. Angelidis-Smith and any director or executive officer of the Company as defined in Item 401(d) of Regulation S-K, and Ms. Angelidis-Smith 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.
(b) None.
(c)On August 30, 2024, John Peters, our Chief Insurance Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 117,955 shares of the Company’s common stock until August 29, 2025. Except for the foregoing, during the three months ended September 30, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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