LIFECORE BIOMEDICAL INC DE

Currently, the Certificate of Incorporation provides for the classification of the Board of Directors into two classes serving staggered terms. Each Class 1 and Class 2 director is elected for a two-year term, with the Class 1 directors elected in even numbered calendar years (e.g., 2022) and the Class 2 directors elected in odd numbered calendar years (e.g., 2023). Each person elected as a director serves for a term expiring at the annual meeting of stockholders held in the second year following the year of their election and until their successor is duly elected and qualified. Currently, Class 1 contains four directors, and Class 2 contains five directors. Mr. Barbarosh has informed us that he does not intend to stand for reelection at the Annual Meeting. As a result, the Board has reduced its size from nine to eight directors, to be effective upon the commencement of the Annual Meeting.

We are asking our stockholders to approve the Declassification Charter Amendment to eliminate provisions from the Certificate of Incorporation providing for a classified board and to replace such provisions with provisions providing for the annual election of all directors, resulting in the phased-in declassification of our Board.