Smolyansky calls on Lifeway Foods to ‘honor’ board refreshment

Edward and Ludmila Smolyansky, long-term shareholders of Lifeway Foods (LWAY) who together exercise voting control with respect to approximately 26% of the outstanding shares of Lifeway Foods today provided a response to the company’s extension of its existing Shareholder Rights Agreement as well as an update on the upcoming Lifeway Foods 2025 election. “On October 29, 2025, the Board of Lifeway Foods approved an amendment to its Shareholder Rights Agreement, extending its expiration date by one year to October 29, 2026. All other terms and conditions of the Rights Plan remain unchanged. This action was taken without shareholder approval or a provided explanation regarding its impact on shareholders. This maneuver was taken by a management-aligned board on the eve of a ‘board refreshment’ and leadership deadline, with a yet to be departed director present, Mr. Pol Sikar, who continues to serve on the board at this time. It also occurred just one day before Lifeway was obligated to name a new chairperson in connection with the deadline. This timing underscores Lifeway’s lack of transparency and accountability in its governance culture. Furthermore, on October 29, the Company amended and restated its bylaws to stipulate that the number of directors shall be no fewer than five and no more than 10. Lifeway Foods is scheduled to announce its third quarter results on November 12 before the market opens.” “The board’s unilateral extension is a power grab that shields management and already entrenched directors at the expense of ordinary shareholders,” said Edward Smolyansky. “If the newly comprised board genuinely believes this plan serves shareholders, they should put it to a vote at the upcoming Annual Meeting,” Smolyansky continued. “Instead, they rushed through an extension during a moment of director transition – a move that betrays fear of accountability and disregard for shareholder rights.” The statement further says: “We call on the company to: Immediately rescind the amendment extending the Rights Plan; Fully disclose the board vote, including each director’s position and timing; Commit to a shareholder vote before any further renewal of the plan; and Honor true board refreshment, rather than rubber-stamping entrenchment measures on the eve of director departures and leadership deadlines. If the board refuses, we will urge institutional investors and proxy advisory firms to hold the responsible directors accountable and to oppose the reelection of Lifeway’s governance committee at the next annual meeting.”