ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A special meeting of stockholders (the "Special Meeting") of Metromile, Inc.
("Metromile") was held on February 1, 2022 to vote on the proposals identified
in the definitive proxy statement filed by Metromile with the U.S. Securities
and Exchange Commission (the "SEC") on December 29, 2021 (as supplemented by the
Current Report on Form 8-K filed by Metromile with the SEC on January 21, 2021)
in connection with the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of November 8, 2021, by and among
Metromile, Lemonade, Inc. ("Lemonade"), Citrus Merger Sub A, Inc., a wholly
owned subsidiary of Lemonade ("Acquisition Sub I"), and Citrus Merger Sub B,
LLC, a wholly owned subsidiary of Lemonade ("Acquisition Sub II") that provides
for the acquisition of Metromile by Lemonade. Upon the terms and subject to the
conditions set forth in the Merger Agreement, (i) Acquisition Sub I will merge
with and into Metromile, with Metromile continuing as the surviving entity (the
"Initial Surviving Corporation") (the "First Merger") and (ii) the Initial
Surviving Corporation will then merge with and into Acquisition Sub II, with
Acquisition Sub II continuing as the surviving entity and as a wholly owned
subsidiary of Lemonade (the "Second Merger" and, together with the first merger,
the "Mergers").
At the Special Meeting, the following proposals were considered:
1. A proposal to adopt the Merger Agreement (the "Merger Proposal"); and
2. A proposal to approve the adjournment of the Special Meeting to another time
and place to solicit additional proxies, if necessary or appropriate, if
there are insufficient votes to approve the Merger Proposal (the "Adjournment
Proposal").
At the Special Meeting, the Merger Proposal was approved by the requisite vote
of Metromile's stockholders. Sufficient votes were received to approve the
Adjournment Proposal, but such an adjournment was not necessary in light of the
approval of the Merger Proposal. The final voting results for each proposal are
described below.
1. Merger Proposal
Votes For Votes Against Abstentions
86,013,619 3,446,873 40,276
2. Adjournment Proposal
Votes For Votes Against Abstentions
82,451,909 6,898,786 150,073
ITEM 7.01. REGULATION FD DISCLOSURE.
On February 1, 2022, Metromile issued a press release announcing that the Merger
Agreement had been adopted by Metromile's stockholders at the Special Meeting, a
copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing made by
Metromile under the Securities Act of 1933, as amended, or Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
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Cautionary Notice Regarding Forward Looking Statements
The information in this Current Report on Form 8-K includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements may be identified by the use of words such as
"estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions or the negative versions of
such terms or other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements with
respect to a possible acquisition involving Metromile, and Lemonade and/or the
combined group's estimated or anticipated future business, performance and
results of operations and financial condition, including estimates, forecasts,
targets and plans for Lemonade and, following the acquisition, if completed, the
combined entity. Any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements.
These forward-looking statements are subject to known and unknown risks,
uncertainties, and assumptions about us that may cause our actual results,
levels of activity, performance, or achievements to be materially different from
any future results, levels of activities, performance, or achievements expressed
or implied by such forward-looking statements. Such risks and uncertainties
include, but are not limited to, the possibility that a possible acquisition
will not be pursued, failure to obtain necessary regulatory approvals or to
satisfy any of the other conditions to the possible acquisition, adverse effects
on the market price of Metromile's or Lemonade's shares of common stock and on
Metromile's and Lemonade's operating results because of a failure to complete
the possible acquisition, failure to realize the expected benefits of the
possible acquisition, failure to promptly and effectively integrate Metromile's
businesses, negative effects relating to the announcement of the possible
acquisition or any further announcements relating to the possible acquisition or
the consummation of the possible acquisition on the market price of Metromile's
or Lemonade's shares of common stock, significant transaction costs and/or
unknown or inestimable liabilities, potential litigation associated with the
possible acquisition, general economic and business conditions that affect the
combined companies following the consummation of the possible acquisition,
changes in global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax laws,
regulations, rates and policies, future business acquisitions or disposals and
competitive developments. These forward-looking statements are based on numerous
assumptions and assessments made in light of Metromile's or, as the case may be,
Lemonade's experience and perception of historical trends, current conditions,
business strategies, operating environment, future developments and other
factors it believes appropriate. By their nature, forward-looking statements
involve known and unknown risks and uncertainties because they relate to events
and depend on circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this communication could
cause Lemonade's plans with respect to Metromile, Metromile's or Lemonade's
actual results, performance or achievements, industry results and developments
to differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and persons reading this
communication are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
communication. Additional information about economic, competitive, governmental,
technological and other factors that may affect Metromile is set forth under the
captions "Risk Factors" in Metromile's Form 10-K filed with the SEC on March 31,
2021, Form 10-Q filed with the SEC on August 10, 2021, and in its other filings
with the SEC.
Any forward-looking statements in this communication are based upon information
available to Metromile and/or its board of directors, as the case may be, as of
the date of this communication and, while believed to be true when made, may
ultimately prove to be incorrect. Subject to any obligations under applicable
law, neither Metromile nor any member of its board of directors undertakes any
obligation to update any forward-looking statement as a result of subsequent
events or developments, except as required by law to update any forward-looking
statement whether as a result of new information, future developments or
otherwise, or to conform any forward-looking statement to actual results, future
events, or to changes in expectations. All subsequent written and oral
forward-looking statements attributable to Metromile or its board of directors
or any person acting on behalf of any of them are expressly qualified in their
entirety by this paragraph.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by Metromile, Inc., dated February 1, 2022
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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