Edward Smolyansky Files Definitive Proxy Statement toward Achieving Further Board Change and a New Beginning for Lifeway Foods, Inc. (NASDAQ: LWAY)

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].