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].
Lifeway Issues Letter to Shareholders Regarding Dissident Director Nominees, Revealing Disqualifying Track Records and Ethical Failures