Core Viewpoint - Edward and Ludmila Smolyansky, who control approximately 23.2% of Lifeway Foods' outstanding shares, are initiating a process to remove the current board of directors and elect a new board focused on accountability, transparency, and long-term shareholder value [1]. Group 1: Shareholder Proposals - The Smolyanskys are seeking shareholder approval for four key proposals: repeal bylaw amendments adopted after March 24, 2023; remove all current directors, including CEO and Chair Julie Smolyansky; elect a new board of seven nominees with expertise in governance, finance, operations, and consumer products; and amend by-laws to prohibit employing immediate family members of the President or CEO [2]. - The proposals for board removal and director election are interdependent to ensure stable leadership during the transition [2]. Group 2: Criticism of Current Board - The Smolyanskys assert that the current board has shown no intent to engage with shareholders and believe that the consent solicitation is the most effective way to return control to the shareholders [3]. - They criticize the board for disregarding shareholder feedback, failing to present a credible strategy, and rewarding failure, concluding that the current board cannot be trusted to lead Lifeway [3].
Edward Smolyansky and Ludmila Smolyansky File Definitive Consent Statement to Replace Entire Board of Lifeway Foods (NASDAQ: LWAY)