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Lemonade (NYSE: LMND) shareholders approve directors, auditor and executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lemonade, Inc. reported the results of its annual stockholder meeting. Holders of 53,866,520 common shares, representing 70.12% of voting power as of the April 9, 2026 record date, were present or represented by proxy.

Stockholders elected Michael Eisenberg and Debra Schwartz as Class III directors, to serve until the 2029 annual meeting and until their successors are duly elected and qualified. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the compensation of the company’s named executive officers on an advisory, non-binding basis.

Positive

  • None.

Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 53,866,520 shares Common stock present or by proxy at annual meeting
Voting power represented 70.12% Voting power as of April 9, 2026 record date
Director vote – Michael Eisenberg 27,119,000 for / 7,419,671 withheld Class III director election, broker non-votes also recorded
Director vote – Debra Schwartz 30,242,730 for / 4,295,941 withheld Class III director election, broker non-votes also recorded
Auditor ratification vote 53,510,757 for / 227,383 against Ratification of Ernst & Young LLP for FY ending Dec. 31, 2026
Say-on-pay vote 26,476,061 for / 7,955,312 against Advisory approval of named executive officer compensation
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
broker non-votes financial
"Nominee | Votes For | Votes Withheld | Broker Non-Votes Michael Eisenberg"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) basis financial
"approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis"
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Understanding 8-K Material Events →
0001691421FALSE00016914212026-06-032026-06-03

 

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): 6/3/2026
 
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, 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:
 
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 par value per shareLMNDNew York Stock Exchange

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 3, 2026, the Company held its annual meeting of stockholders (the “Meeting”). Present at the Meeting online or represented by proxy were holders of 53,866,520 shares of common stock of the Company, representing 70.12% of the voting power of the shares of common stock of the Company as of the close of business on April 9, 2026, 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 22, 2026 (the “Proxy Statement”).

Item 1.Election of Directors
NomineeVotes ForVotes WithheldBroker Non-Votes
Michael Eisenberg27,119,0007,419,67119,327,849
Debra Schwartz30,242,7304,295,94119,327,849

Based on the foregoing votes, each of Michael Eisenberg and Debra Schwartz was elected to serve as a Class III Director until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified.

Item 2.Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes ForVotes AgainstAbstentions
53,510,757227,383128,380

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, 2026.

Item 3.Approval, on an Advisory (Non-Binding) Basis of the Compensation of Our Named Executive Officers
Votes ForVotes AgainstAbstentionsBroker Non-Votes
26,476,0617,955,312107,29819,327,849

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 5, 2026 By: 
/s/ Daniel Schreiber
  
Daniel Schreiber
  
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Lemonade (LMND) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving named executive officer compensation on an advisory, non-binding basis. All three proposals received sufficient support to pass.

Were Lemonade (LMND) directors re-elected at the 2026 annual meeting?

Yes. Michael Eisenberg and Debra Schwartz were elected as Class III directors. They will serve until the 2029 annual meeting of stockholders and continue until their successors are duly elected and qualified, reflecting majority support from voting shareholders.

Did Lemonade (LMND) stockholders approve the company’s executive compensation?

Yes. Stockholders approved the compensation of Lemonade’s named executive officers on an advisory, non-binding basis. The proposal received more votes in favor than against, indicating support for the company’s current executive pay structure as described in the proxy statement.

Which auditing firm did Lemonade (LMND) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Lemonade’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification proposal received substantially more votes for than against or abstaining, confirming continued use of Ernst & Young LLP.

What level of shareholder participation did Lemonade (LMND) report for the 2026 meeting?

The meeting had participation from holders of 53,866,520 shares of common stock. These shares represented 70.12% of the voting power as of April 9, 2026, the record date, indicating a substantial quorum for conducting official company business.

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