Lifeway Foods Inc
For the period ended Jun 14, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 14, 2024 · Filed Apr 29, 2024
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DEF 14A 1 lifeway_def14a.htm FORM DEF14A
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 |
| LIFEWAY FOODS, INC. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
Notice of 2024 Annual Shareholders Meeting
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (together with any postponements, adjournments or other delays thereof, the “Annual Meeting”) of Lifeway Foods, Inc. (the “Company”).
The proxy statement, accompanying proxy card, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, were first sent or given to our shareholders on or about April 28, 2024.
| Date | June 14, 2024 |
|---|---|
| Time | 2:00 p.m. Central Time |
| Place | To support the health and well-being of our employees and shareholders, the Annual Meeting will be held in a virtual meeting format only at the following website: meetnow.global/MDJ92QY. You will not be able to attend the Annual Meeting physically. |
| Record date | April 16, 2024. Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
| Proxy voting | Your vote is important. It is important that your shares be represented at the Annual Meeting. To be admitted to the Annual Meeting at meetnow.global/MDJ92QY, you must enter the control information found on your proxy card or Notice of Internet Availability of Proxy Materials. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED PROXY CARD PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. |
| Items of business | 1. | To elect seven (7) members of Lifeway’s Board of Directors to serve until the 2025 Annual Meeting of Shareholders (or until successors are elected and qualified). |
|---|---|---|
| 2. | To ratify Grant Thornton LLP as our independent auditor for fiscal year 2024. | |
| 3. | To approve, by non-binding advisory vote, executive compensation. | |
| 4 | To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. | |
| The Board strongly recommends that you vote on the proxy card “FOR” the election of the Board’s nominees, “FOR” Proposal Two and “FOR” Proposal Three. | ||
By Order of the Board of Directors
/s/ Julie Smolyansky
Julie Smolyansky
Chairperson, President, Chief Executive Officer and Secretary
April 28, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JUNE 14, 2024
The proxy statement, the accompanying proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available free of charge at www.investorvote.com/LWAY. Information on this website, other than this proxy statement, is not a part of this proxy statement.
Please sign, date and promptly return the enclosed proxy card in the envelope provided, or submit your proxy and voting instructions over the Internet or by telephone by following the instructions on the enclosed proxy card, so that you may be represented at the Annual Meeting.
The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement, including the appendices, carefully and in their entirety.
If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the proxy statement or if you need assistance voting your shares, please contact Secretary of the Company, Julie Smolyansky.
LIFEWAY FOODS, INC.
6431 Oakton Street
Morton Grove, Illinois 60053
_________________________________
PROXY STATEMENT
_________________________________
2024 ANNUAL MEETING OF SHAREHOLDERS
June 14, 2024
Table of Contents
| 1. | INFORMATION ABOUT THE ANNUAL MEETING | 1 |
| 2. | PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 6 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 6 | |
| PROPOSAL TWO: RATIFY GRANT THORNTON AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2024 | 7 | |
| PROPOSAL THREE: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 8 | |
| 3. | CORPORATE GOVERNANCE AT LIFEWAY | 10 |
| 4. | LIFEWAY’S BOARD OF DIRECTORS | 12 |
| 5. | NAMED EXECUTIVE OFFICER COMPENSATION | 27 |
| 6. | AUDIT MATTERS | 48 |
| 7. | OTHER MATTERS | 50 |
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