CHICAGO, Dec. 15, 2025 /PRNewswire/ -- Edward Smolyansky, largest individual shareholder and nominee for director of Lifeway Foods, Inc. (Nasdaq: LWAY), released key findings from 2023 sworn deposition highlighting major governance breakdowns under then CEO/Chair Julie Smolyansky and the failure of legacy directors, Dorri McWhorter (current Board Chairperson) and Jason Scher to hold management accountable, ahead of the crucial shareholder decision. Continue Reading Julie Smolyansky, Dorri McWhorter The foll ...

Core Viewpoint - Lifeway Foods, Inc. expresses strong opposition to the nomination of George Sent and Edward Smolyansky for the Board of Directors, citing their questionable backgrounds and potential risks to shareholder value [1][2][3]. Group 1: Dissident Nominees' Background and Concerns - The Dissident Nominees have ethical concerns and a track record that suggests they are unfit for the Board [2]. - George Sent's previous role as Lifeway's Lead Independent Director raises questions about his alignment with the Dissident, indicating a troubling reversal of principle [3]. - Edward Smolyansky's personal financial issues and those of his mother, Ludmila Smolyansky, may be driving their push for a quick sale of Lifeway at any price, which could conflict with the interests of other shareholders [4][5]. Group 2: Financial and Operational Performance - Lifeway has achieved a total shareholder return of 788% over the past five years, significantly outperforming peers and the S&P 500 [10]. - The company reported a 29% increase in net sales for Q3 2025, reaching $57.1 million, driven by its flagship product, Lifeway Kefir [10]. - Lifeway's gross margin expanded by 300 basis points, and net income grew by 19%, reflecting effective operational execution [10]. Group 3: Board Composition and Governance - Lifeway's Board is committed to thoughtful refreshment, replacing long-serving directors and adding new independent members to enhance governance [10][11]. - The dissident group has not presented a compelling case for change or a clear plan for governance and operational improvement [10]. - New independent board members have been appointed, bringing expertise in business growth, accounting, and corporate governance [14].

Core Viewpoint - The upcoming vote for Lifeway Foods' board nominees is critical for restoring accountability and unlocking shareholder value, with a strong emphasis on the need for independent oversight and leadership [2][4]. Group 1: Governance Issues - Lifeway Foods has faced significant governance challenges, with shareholders alleging that the current board has prioritized self-preservation over fiduciary duties, leading to missed opportunities for value realization [3][6]. - The board's response to unsolicited acquisition offers from Danone, including litigation and excessive compensation for the CEO, has been criticized as detrimental to shareholder interests [6][11]. - The newly appointed directors lack relevant experience and independence, raising concerns about the effectiveness of governance reforms [9]. Group 2: Compensation Practices - Lifeway's executive compensation practices are deemed excessive and misaligned with shareholder interests, with recent packages totaling over $8 million for the CEO alone [11]. - The board has been accused of failing to supervise management effectively, particularly during Danone's due diligence process, and of approving unjustified compensation packages [11]. Group 3: Strategic Recommendations - A credible and immediate strategic review and transparent sale process are proposed as the fastest path to unlocking shareholder value, necessitating the formation of an independent Strategic Review & Performance Committee [5][6]. - Shareholders are urged to vote for the dissident nominees and support Proposal 6 to initiate these changes and enforce stricter governance practices [4][12].

Core Viewpoint - The company is urging shareholders to vote for the GREEN Universal Proxy Card to facilitate significant changes in the board structure, addressing long-standing governance issues and leadership practices that have negatively impacted shareholder value [1][3][16]. Group 1: Shareholder Engagement and Governance Changes - The company, led by Edward Smolyansky and co-founder Ludmila Smolyansky, holds a significant 26.17% ownership stake in Lifeway Foods, Inc. [2] - A Cooperation Agreement with Danone North America PBC has been established, which includes governance changes such as separating the CEO and Chair roles and adding four new independent directors to the board [3][4]. - Concerns have been raised that the Cooperation Agreement may not sufficiently ensure a well-constituted board, as some legacy directors may prioritize self-preservation over long-term value creation [4][16]. Group 2: Board Composition and Nomination - The company has nominated two qualified candidates, George Sent and Edward Smolyansky, for board positions, emphasizing their relevant industry experience and institutional knowledge [5]. - A proposal is being made to establish a Strategy and Performance Committee composed solely of new independent directors to evaluate management and corporate strategy [6]. Group 3: Historical Context and Governance Failures - Danone's previous offers to acquire Lifeway at $25 and later $27 per share, representing a 72% premium, were rejected by the board, leading to legal disputes and governance concerns [7]. - The board's lack of a clear strategy to enhance share price has raised questions about management effectiveness and alignment with shareholder interests [7]. - Legacy directors have been criticized for self-dealing, including excessive CEO compensation and questionable stock sales, which have eroded shareholder trust [8][10]. Group 4: Ongoing Governance Issues - Despite the Cooperation Agreement, governance failures persist, as evidenced by the extension of a poison pill strategy that may deter credible acquisition interest [11]. - The company has faced criticism for its communication practices, which appear to align closely with the CEO's interests rather than independent evaluation [12]. - Delays in scheduling the 2025 annual meeting and failure to provide customary notice have raised further governance concerns [14].

LOS ANGELES--(BUSINESS WIRE)--The Law Offices of Frank R. Cruz Announces Investigation of Lifeway Foods, Inc. (LWAY) on Behalf of Investors. ...

Core Insights - Lifeway Foods has been recognized in the **Inc. Best in Business** list under the **Best Challenger Brands** category, highlighting its significant impact and achievements in the industry [1][1][1] Company Achievements - The recognition celebrates companies that have made profound contributions through exceptional execution, including customer expansion, key product launches, and increased market share [1][1] - Lifeway Foods has been acknowledged for its commitment to innovation and impact, with a mission to support everyday wellness by making probiotic foods accessible [1][1][1] Industry Recognition - The **Inc. Best in Business Awards** honor companies across various industries, including technology, health care, finance, and retail, that have achieved outstanding influence on their communities and industries [1][1] - The awards are open to all types of companies, including public, private, nonprofit, and international entities, emphasizing the broad scope of recognition [1][1]

NewsItemId=CG38122&Transmission_Id=202512030815PR_NEWS_USPR_____CG38122&DateId=20251203) CHICAGO,Dec. 3, 2025/PRNewswire/ -- Edward Smolyansky, the largest individual shareholder of Lifeway Foods, Inc. (Nasdaq:[](#financial-modal)[LWAY)](https://edge.prnewswire.com/c/link/?t=0&l=en&o=4571424- 1&h=4286442442&u=https://finance.yahoo.com/quote/LWAY/?fr=sycsrp_catchall&a=LWAY)), today issued the following statement in response to the Lifeway Board's recent press release, which contained not only highly misleadi ...

Core Viewpoint - Lifeway Foods, Inc. expresses strong opposition to the nomination of Edward Smolyansky and George Sent for the Board of Directors, citing serious ethical concerns and potential risks to shareholder value due to the nominees' backgrounds and personal financial issues [1][2][4][8]. Group 1: Dissident Nominees' Background - The track record of the Dissident Nominees raises significant ethical concerns, indicating they may be unfit to serve on the Board [2][8]. - George Sent's previous role as Lifeway's Lead Independent Director and his alignment with the Dissident is viewed as a troubling reversal of principle [3][8]. - The Dissident, Edward Smolyansky, has a history of misconduct, including being terminated for cause and defaulting on a $10.4 million mortgage [7][5]. Group 2: Financial Distress and Shareholder Interests - Edward and Ludmila Smolyansky's personal financial distress may be driving their push for a quick sale of Lifeway, potentially compromising the interests of other shareholders [4][5]. - The Smolyanskys have sold over 2.5 million shares of Lifeway stock in the last five years, with no purchases made, raising concerns about their commitment to the company [6][8]. Group 3: Company Performance and Governance - Lifeway has demonstrated strong financial performance, with a 788% total shareholder return over the past five years and a 29% increase in net sales in Q3 2025 [12][10]. - The Board is committed to refreshing its membership thoughtfully, aiming to enhance independence and effectiveness [11][14]. - Institutional Shareholder Services (ISS) has advised shareholders to reject the proposals from the Dissident group, indicating a lack of compelling case for change [9][12].

Core Viewpoint - The upcoming 2025 Annual Meeting of Shareholders for Lifeway Foods, Inc. is a critical juncture for the company, with a focus on replacing entrenched board members to enhance governance and shareholder value [3][4]. Group 1: Proxy Statement and Board Changes - Edward Smolyansky has filed a Preliminary Proxy Statement with the SEC to facilitate a comprehensive board change aimed at addressing governance failures and value destruction at Lifeway Foods [1]. - The proxy statement seeks to replace legacy directors responsible for the previous board's lack of accountability and proposes two director nominees, George Sent and Edward Smolyansky, along with a non-binding proposal for a new independent Board committee [2][6]. - The proposed committee would review Lifeway's executive leadership, strategic plan, and alternatives, emphasizing the need for independent oversight [2]. Group 2: Shareholder Engagement and Governance Issues - Smolyansky emphasizes the need for an independent and accountable board, criticizing the current board's dysfunction and failure to serve shareholders effectively [3][4]. - The company has not yet disclosed the appointment of two new Independent Board Members or a definitive date for the 2025 Annual Meeting, raising concerns about governance practices [3]. - Smolyansky urges shareholders to vote for the GREEN Universal Proxy Card to support meaningful change and restore confidence in the company's governance [4].

Core Insights - Lifeway Foods is expanding its Farmer Cheese distribution to 2,000 Walmart stores, aiming to enhance accessibility to nutritious cultured dairy products amid rising demand for such items, which are experiencing double-digit growth rates [1][6] - The popularity of Farmer Cheese is attributed to its creamy texture and clean nutrition profile, supporting gut health and metabolic regulation, aligning with current functional nutrition trends [2] - Walmart serves approximately 270 million customers weekly and reported fiscal year 2025 revenue of $681 billion, providing Lifeway with a strong platform to increase product visibility and availability [3][6] Company Overview - Lifeway Foods, Inc. is a leading U.S. supplier of kefir and fermented probiotic products, focusing on making nutritious cultured dairy products more accessible [1][6] - The expansion into Walmart stores represents a significant strategic move for Lifeway to reach a broader consumer base [2][6] Retail Environment - Walmart's extensive customer reach and fiscal strength create a robust platform for Lifeway's product visibility and availability [3][6] - Walmart's market capitalization is approximately $839.7 billion, with a trading volume of 41.3 million shares, maintaining its position as a leading global retailer [5]