Lifeway Foods(US:LWAY) Prnewswire·2025-12-15 19:40Core Viewpoint - The article highlights significant governance failures at Lifeway Foods, Inc. under former CEO Julie Smolyansky and legacy directors, urging shareholders to withhold votes from these directors in the upcoming Annual Meeting [1][10]. Governance Failures - There is a fundamental lack of awareness of investor discontent, as evidenced by Board Chair Dorri McWhorter's admission of being unaware of the 2023 investor campaign, raising concerns about her fiduciary responsibilities [3]. - McWhorter confirmed a lack of awareness regarding whistleblower claims and key governance risks, particularly involving the CFO, indicating ineffective oversight by the Board [4]. - The Board failed to properly oversee the 2021 Glen Oaks acquisition, learning about it only after it was completed, which suggests a lack of necessary oversight and fiduciary duty [5][8]. Oversight and Accountability Issues - McWhorter did not review a widely circulated activist letter criticizing the CEO and Board for governance failures, nor could she recall any Board discussions about shareholder concerns [7]. - The Board's selective enforcement of conduct policies is evident, as they scrutinized one officer while failing to investigate similar standards applied to the CEO, indicating entrenchment rather than oversight [9][14]. Conclusion and Recommendations - The legacy directors, including McWhorter, Smolyansky, and Jason Scher, have failed to meet their fiduciary obligations, threatening shareholder value and undermining governance integrity [10]. - For Lifeway to progress, shareholders are urged to demand competent and independent board leadership, specifically recommending to vote withhold on the legacy directors and support the election of Edward Smolyansky and George Sent [11][12].