Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

____________________________

 

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement.
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
☐	Definitive Proxy Statement.
☒	Definitive Additional Materials.
☐	Soliciting Material Pursuant to §240.14a-12.

 

Metromile, Inc.

(Exact name of Registrant as Specified in its Charter) ____________________________

 

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

 

 

 

Commencing on January 12, 2022, Metromile will be sending an email, in the form below, to its board members in connection with Metromile’s upcoming Special Meeting of Stockholders, which will be held virtually on February 1, 2022.

 

Subject: Vote for Metromile’s Acquisition by Lemonade

 

Dear [NAME],

 

In the coming days you should be receiving proxy materials (via email or regular mail) that will allow you to vote on the proposed acquisition of Metromile by Lemonade, Inc. at the Special Meeting of Stockholders that will be held virtually on February 1, 2022 at 9:00 a.m., Pacific Time. You can vote at any time between now and the Special Meeting.

 

As you know, Metromile’s Board of Directors unanimously approved the transaction with Lemonade and believes it is the best path forward to maximize value for Metromile stockholders. It provides superior opportunities for Metromile and all its stakeholders over the long term, as opposed to us remaining a standalone company.

 

Your vote is very important, and I respectfully ask that you support the transaction by voting for both the merger proposal and the adjournment proposal at the Special Meeting.

 

I would be happy to set up a call to discuss this further and answer any questions.

 

Thanks for your support,

 

Dan

 

If you have any questions about the Metromile Special Meeting, or need assistance voting your shares, please contact Metromile’s proxy solicitor at the following contact:

 

Paul Schulman, Managing Director

Morrow Sodali LLC

T [phone]

M [phone]

[e-mail]

 

 

 

Commencing on January 12, 2022, Metromile will be sending an email, in the form below, to certain of its significant stockholders in connection with Metromile’s upcoming Special Meeting of Stockholders, which will be held virtually on February 1, 2022.

 

Subject: Vote for Metromile’s Acquisition by Lemonade

 

Dear [NAME],

 

In the coming days you should be receiving proxy materials (via email or regular mail) that will allow you to vote on the proposed acquisition of Metromile by Lemonade, Inc. at the Special Meeting of Stockholders that will be held virtually on February 1, 2022 at 9:00 a.m., Pacific Time. You can vote at any time between now and the Special Meeting.

 

Metromile’s Board of Directors unanimously approved the transaction with Lemonade and believes it is the best path forward to maximize value for Metromile stockholders. It provides superior opportunities for Metromile and all its stakeholders over the long term, as opposed to us remaining a standalone company.

 

Your vote is very important, and I respectfully ask that you support the transaction by voting for both the merger proposal and the adjournment proposal at the Special Meeting.

 

I would be happy to set up a call to discuss this further and answer any questions.

 

Thanks for your support,

 

Dan

 

If you have any questions about the Metromile Special Meeting, or need assistance voting your shares, please contact Metromile’s proxy solicitor at the following contact:

 

Morrow Sodali LLC

Tel: Toll-Free [phone] or [phone]

Email: [e-mail]