Lifeway Foods, Inc. 8-K

What Happened
Lifeway Foods, Inc. (LWAY) filed an 8‑K reporting the results of its 2025 Annual Meeting held December 29, 2025 (certified Dec. 30, 2025). There were 15,228,763 shares outstanding and 12,441,533 shares represented (quorum). The board’s slate of eight nominees — Kirk Chartier, Juan Carlos Dalto, Rachel Drori, Andee Harris, Susie Hultquist, Dorri McWhorter, Jason Scher and Julie Smolyansky — were elected to serve until the 2026 Annual Meeting. Several governance proposals were voted on: proposed amendments to the Articles of Incorporation (including director exculpation and indemnification) were not approved, Grant Thornton LLP was ratified as independent auditors for 2025, the nonbinding say‑on‑pay was approved, shareholders selected an annual frequency for say‑on‑pay, and a shareholder proposal to form a special board committee was rejected.

Key Details

• Meeting date & turnout: Annual Meeting on Dec. 29, 2025; 15,228,763 shares outstanding; 12,441,533 shares represented.
• Director elections: All eight board nominees were elected (examples of vote totals: Kirk Chartier — FOR 8,947,067 / WITHHOLD 3,442,164; Julie Smolyansky — FOR 8,836,589 / WITHHOLD 3,552,642). Opposition nominees George Sent and Edward Smolyansky received far more WITHHOLD votes than FOR and were not elected.
• Charter amendments (Proposal 2) failed: (a) amendment & restatement with exculpation — FOR 8,700,709 / AGAINST 123,072 / ABSTAIN 3,593,949; (b) director indemnification — FOR 8,696,518 / AGAINST 131,248 / ABSTAIN 3,590,140.
• Other votes: Auditor ratified (Grant Thornton) — FOR 9,021,417; Say‑on‑pay (nonbinding) approved — FOR 6,590,702 vs AGAINST 5,781,223; Say‑on‑frequency — 1 year selected (12,221,140 votes); Shareholder proposal to form a review committee rejected — FOR 3,619,138 / AGAINST 8,520,935.

Why It Matters
These results confirm the current board and auditor for Lifeway and signal shareholder support for annual advisory votes on executive compensation (nonbinding). The failure to approve the proposed charter amendments means the company will not adopt the proposed director exculpation and indemnification changes as presented. Investors should note the mix of strong support for management’s governance (director re‑election, auditor ratification) alongside a sizable minority dissent on pay, but the board will hold say‑on‑pay votes annually per shareholder preference.