Lifeway Foods, Inc.
For the period ended Jun 17, 2026. Filed Apr 30, 2026.
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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 17, 2026 · Filed Apr 30, 2026
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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 |
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 2026 Annual Shareholders Meeting
You are cordially invited to attend the 2026 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, 2025, were first sent or given to our shareholders on or about April 30, 2026.
| Date | June 17, 2026 | |
|---|---|---|
| Time | 11:00 A.M. Central Time | |
| Place | The virtual Annual Meeting can be accessed via the internet by visiting www.virtualshareholdermeeting.com/LWAY2026. To attend the virtual Annual Meeting, you must be a shareholder on the record date. You will be able to participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/LWAY2026 and entering your 16-digit control number found on your proxy card or voting instruction form. Beneficial shareholders who do not have a 16-digit control number should follow the instructions provided on the voting instruction form provided by your broker, bank, or other nominee. Beneficial holders that wish to vote at the meeting must obtain a legal proxy from their bank, broker, or other nominee prior to the meeting. You will need to have an electronic image (such as a pdf file or scan) of the legal proxy with you if you are voting at the meeting and submit it through the “Ask a Question” box. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 10:45 A.M. Central Time and the meeting will begin promptly at 11:00 A.M. Central Time. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/LWAY2026. | |
| Record date | April 20, 2026. 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. Whether or not you plan to attend the Annual meeting, we urge you to submit your proxy via the Internet, QR code of by mail as soon as possible. | |
| Items of business | 1. | To elect seven (7) members of Lifeway’s Board of Directors (the “Board”) to serve until the 2027 Annual Meeting of Shareholders (or until successors are elected and qualified). |
| 2. | To ratify Grant Thornton LLP as our independent auditor for fiscal year 2026. | |
| 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 “FOR” the election of the Board’s nominees, “FOR” Proposal Two and “FOR” Proposal Three.
By Order of the Board of Directors
/s/ Dorri McWhorter
Dorri McWhorter
Chairperson
April 30, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON June 17, 2026
The proxy statement, the accompanying proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available free of charge at www.proxyvote.com. 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 QR code 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 the Secretary of the Company, Julie Smolyansky at (847) 967-1010.
LIFEWAY FOODS, INC.
6431 West Oakton Street
Morton Grove, Illinois 60053
_________________________________
PROXY STATEMENT
_________________________________
2026 ANNUAL MEETING OF SHAREHOLDERS
June 17, 2026
Table of Contents
| 1. | INFORMATION ABOUT THE ANNUAL MEETING | 1 |
| 2. | PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 7 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 7 | |
| PROPOSAL TWO: RATIFY GRANT THORNTON AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2026 | 8 | |
| PROPOSAL THREE: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 8 | |
| 3. | CORPORATE GOVERNANCE AT LIFEWAY | 11 |
| 4. | LIFEWAY’S BOARD OF DIRECTORS | 13 |
| 5. | NAMED EXECUTIVE OFFICER COMPENSATION | 26 |
| 6. | OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 45 |
| 7. | AUDIT MATTERS | 47 |
| 8. | OTHER MATTERS | 49 |
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