Lifeway Foods Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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| Item 5.02. | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 26, 2025, the Board of Directors (the “Board”) of Lifeway Foods, Inc., an Illinois corporation (the “Company”), in accordance with the Company’s Second Amended and Restated Bylaws, as amended, set the size of the Board at nine (9) directors until the Company’s 2025 annual meeting of shareholders (the “Annual Meeting”) and appointed Kirk Chartier and Susan Hultquist (the “New Directors”) to serve as directors until the next annual meeting of stockholders of the Company or their earlier resignation or removal.
The New Directors will receive compensation for service to the Board in accordance with the non-employee director compensation program paid by the Company to all non-employee directors.
There are no arrangements or understandings between either of the New Directors and any other person pursuant to which each New Director was selected as director. There are no family or other relationships between either of the New Directors and the Company or any related person that would require disclosure pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Other Events. |
On December 1, 2025, the Company issued a press release responding to Edward Smolyansky’s (the “Dissident”) intent to nominate George Sent and the Dissident for election to the Company’s Board at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information under Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing regardless of any general incorporation language in such filing.
| Item 8.01. | Other Events. |
The Company previously announced that the Annual Meeting will be held on December 16, 2025. On December 1, 2025, the Company filed and mailed its definitive proxy statement announcing the Annual Meeting will be held on December 29, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description |
| 99.1 | Press Release dated December 1, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIFEWAY FOODS, INC. | ||||||
| Date: December 1, 2025 | By: | /s/ Eric Hanson | ||||
| Name: | Eric Hanson | |||||
| Title: | Chief Financial Officer | |||||
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