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NYSE: LMND Lemonade, Inc. 8-K

Lemonade shareholders approve executive pay with 77% support, elect two directors

Filed June 5, 2026 · Period ending June 3, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Executive compensation approved with 26.5M votes for and 8.0M against (77% support), representing 23% opposition—elevated but not unusual for growth-stage tech companies.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Directors Michael Eisenberg and Debra Schwartz elected to Class III with 78.5% and 87.6% support respectively in uncontested races, serving until 2029 annual meeting.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Ernst & Young ratified as auditor for fiscal 2026 with 99.3% approval (53.5M for, 227K against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Lemonade held its annual shareholder meeting on June 3, 2026, with routine governance outcomes. The company's executive compensation plan received advisory approval with 77% support (26.5 million votes for, 8.0 million against, plus 107,298 abstentions).

While the 23% opposition is higher than typical for uncontroversial pay packages, it falls within the normal range for growth-stage technology companies where executive compensation structures often draw scrutiny. The vote was non-binding and does not require board action.

Shareholders elected two Class III directors in uncontested races: Michael Eisenberg with 78.5% support and Debra Schwartz with 87.6% support, both serving three-year terms until 2029. Ernst & Young was ratified as the independent auditor with near-unanimous approval (99.3%). Meeting turnout was healthy at 70% of voting power, with 53.9 million shares represented against 76.8 million outstanding. These are standard annual meeting results with no material governance concerns.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Annual meeting held June 3, 2026: directors elected, auditor ratified, executive compensation approved with 77% support.

4 Added
Added Say-on-pay vote medium

Added in current filing · verify on EDGAR →

Votes ForVotes AgainstAbstentionsBroker Non-Votes

26,476,0617,955,312107,29819,327,849

Shareholders approved executive compensation on an advisory basis with 26,476,061 votes for, 7,955,312 against, and 107,298 abstentions. This represents 76.9% approval of votes cast, or 34.5% of the 76,816,000 shares outstanding and entitled to vote as of the record date. The 23.1% opposition is elevated and may warrant board attention to compensation design.

Show 3 minor / wording changes
Added Director elections low

Added in current filing · verify on EDGAR →

Michael Eisenberg 27,119,0007,419,67119,327,849

Debra Schwartz 30,242,7304,295,94119,327,849

Shareholders elected Michael Eisenberg and Debra Schwartz as Class III directors to serve until the 2029 annual meeting. Eisenberg received 27,119,000 votes for and 7,419,671 withheld (78.5% of votes cast); Schwartz received 30,242,730 for and 4,295,941 withheld (87.6% of votes cast). Both elections were uncontested and passed with healthy support.

Added Auditor ratification low

Added in current filing · view on EDGAR →

Votes ForVotes AgainstAbstentions

53,510,757227,383128,380

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026. The proposal received 53,510,757 votes for, 227,383 against, and 128,380 abstentions, representing 99.3% approval of votes cast. This is a routine annual ratification with overwhelming support.

Added Meeting quorum and turnout low

Added in current filing · verify on EDGAR →

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 annual meeting achieved a quorum with 53,866,520 shares represented, or 70.12% of voting power as of the April 9, 2026 record date. This is a healthy turnout for an annual meeting.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify