LIFECORE BIOMEDICAL, INC. \DE\ 8-K

What Happened

• Lifecore Biomedical, Inc. held its annual meeting on June 4, 2026. Stockholders approved the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan, which the Board adopted on April 22, 2026 and which will become effective October 16, 2026 when the company’s 2019 Plan expires. The 2026 Plan initially authorizes 2,500,000 shares of common stock for awards, plus any shares returned to the pool from forfeited, expired or cancelled awards after the Effective Date.
• At the same meeting stockholders elected nine directors to the Board (seven elected by holders of common stock and Series A preferred stock voting together, and two elected solely by Series A preferred holders). Stockholders also ratified KPMG LLP as the company’s independent registered public accounting firm for 2026 and approved, in a non-binding advisory vote, the compensation of the company’s named executive officers.

Key Details

• Record date and voting base: 37,477,386 shares of common stock outstanding and 49,263 shares of Series A convertible preferred outstanding (the Series A preferred converts to the equivalent of 7,540,464 common shares on an as-converted basis); combined voting power reported as the equivalent of 45,017,850 common shares (subject to conversion limits).
• 2026 Plan: 2,500,000 new-share authorization plus any forfeited/returned shares from the 2019 Plan; Effective Date October 16, 2026. Full plan text is filed as Exhibit 10.1 to the 8-K.
• Director elections: Nine nominees were elected to serve through the 2027 annual meeting. Series A preferred elected Jason Aryeh and Christopher S. Kiper as the two Series A directors.
• Vote totals (selected): 2026 Plan — 22,724,492 for, 392,825 against, 13,086 abstain (10,697,326 broker non-votes). Ratification of KPMG — 33,760,879 for, 63,445 against, 3,405 abstain. Advisory "say-on-pay" — 22,938,684 for, 178,868 against, 12,851 abstain (10,697,326 broker non-votes).

Why It Matters

• The approved 2026 Stock Incentive Plan creates a defined pool of equity the company can use for employee and executive compensation, which can dilute existing shareholders over time as awards vest and shares are issued. The plan’s effective date (Oct 16, 2026) triggers the expiration of the prior 2019 Plan.
• Re-election of the full slate of directors and ratification of KPMG provide continuity in governance and the company’s external audit arrangements. The advisory approval of executive pay (non-binding) signals general shareholder support for current executive compensation practices.