MORTON GROVE, Ill., Dec. 18, 2025 /PRNewswire/ -- Lifeway Foods, Inc. (NASDAQ: LWAY) ("Lifeway" or "the Company") a leading U.S. supplier of kefir and fermented dairy products, today announced that Institutional Shareholder Services ("ISS") has recommended that shareholders vote FOR all of the Company's director nominees (the "Board Nominees") and WITHHOLD votes from nominees submitted by Edward Smolyansky (the "Dissident Nominees") at Lifeway's upcoming 2025 Annual Meeting of Shareholders, scheduled for De ...

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 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]

Core Insights - Lifeway Foods, Inc. is set to report its financial results for the third quarter ending September 30, 2025, on November 12, 2025, before market hours [1] - A conference call and webcast featuring Julie Smolyanksy, the President and CEO of Lifeway, will provide additional insights into the financial results [2] - Lifeway Foods has been recognized as a leading supplier of kefir and fermented probiotic products, with a diverse product line including drinkable kefir and children's products [3] Company Overview - Lifeway Foods, Inc. is acknowledged as one of America's Growth Leaders by TIME and has received accolades such as Dairy Foods' Processor of the Year 2025 and one of Forbes' Best Small Companies [3] - The company’s products are distributed across multiple countries, including the United States, Mexico, Ireland, South Africa, the United Arab Emirates, and France [3]

Core Insights - Lifeway Foods, Inc. has been recognized in the America's Growth Leaders 2026 list, ranking 33rd overall and 2nd among Food & Beverage companies, highlighting its exceptional growth performance and financial stability [1][2][3] Company Performance - The inclusion in the America's Growth Leaders list signifies Lifeway Foods' consistent market expansion, strong financial foundations, and shareholder value delivery [2] - Lifeway Foods has been acknowledged for its resilience through market fluctuations and its ability to create a lasting impact in the competitive landscape [2] Company Background - Lifeway Foods, Inc. is the leading U.S. supplier of kefir and fermented probiotic products, with a product range that includes drinkable kefir, various cheeses, and a ProBugs® line for children [3] - The company has a broad market presence, with products sold in the United States, Mexico, Ireland, South Africa, the United Arab Emirates, and France [3]

Core Viewpoint - Lifeway Foods has entered into a Cooperation Agreement with Danone North America, which includes a board refreshment plan and a stay on pending litigation related to the Stockholders' Agreement, aimed at maximizing shareholder value and ensuring good governance practices [1][3][4]. Board Refreshment - Lifeway will appoint three independent directors by October 30, 2025, and one additional independent director by November 14, 2025, selected by the Board's Strategic Review Committee [4]. - The roles of Chair and CEO will be separated by the earlier of October 30, 2025, or the appointment of the third new independent director, with an independent director appointed as Chair [4]. - Current board members Pol Sikar and Jay Scher will step down by the 2025 and 2026 annual meetings, respectively [4]. Litigation and Stockholders' Agreement - Lifeway and Danone have agreed to jointly stay pending litigation related to the Stockholders' Agreement [4]. - Lifeway will comply with the Stockholders' Agreement without contesting its validity, while Danone waives certain rights under the agreement, including the right to appoint a board member [4]. Future Solicitations and Compensation - Danone will support the Board's recommendations regarding board composition and organizational documents if a special meeting or consent solicitation is called by Edward or Ludmila Smolyansky before June 30, 2026 [4]. - Lifeway's Compensation Committee is permitted to issue equity-based compensation to management, excluding Julie Smolyansky and her relatives, to attract and retain talent [4]. Capital Allocation and Growth - Lifeway is evaluating capital allocation alternatives to maximize shareholder value in light of the changes from the Cooperation Agreement [3]. - Julie Smolyansky, CEO, emphasized the importance of resilience, innovation, and community in moving forward with the agreement to enhance growth and shareholder value [5].

Core Viewpoint - Lifeway Foods remains focused on enhancing shareholder value following Danone's withdrawal of its acquisition proposal, emphasizing the execution of its strategic growth plan [1][2]. Financial Performance - Lifeway achieved record net sales of $53.9 million in Q2 2025, marking an 18% year-over-year increase on a comparable basis [6]. - In the first two months of Q3 2025, Lifeway recorded $39.1 million in unaudited net sales, representing a 20% year-over-year increase [6]. - The company has maintained a track record of 22 consecutive quarters of growth, solidifying its position as a retail dairy innovator [6]. Strategic Initiatives - A Strategic Review Committee has been formed, consisting solely of independent directors, to oversee the exploration of opportunities to maximize shareholder value [2]. - Lifeway is committed to executing its growth strategy and exploring value-enhancing opportunities for shareholders, employees, partners, and customers [1][2]. Company Overview - Lifeway Foods is recognized as a leading supplier of kefir and fermented probiotic products in the U.S., with a diverse product line that includes drinkable kefir and a ProBugs® line for children [4]. - The company's products are distributed across multiple countries, including the U.S., Mexico, Ireland, South Africa, the UAE, and France [4].