- Edward and Ludmila Smolyansky have filed a definitive consent statement seeking to replace the entire board of Lifeway Foods (LWAY, Financial).
- The Smolyanskys control approximately 23.2% of Lifeway Foods' shares and aim to implement comprehensive governance reforms.
- The proposals include repealing recent bylaw amendments and electing seven new board members with diverse expertise.
Edward and Ludmila Smolyansky, significant shareholders of Lifeway Foods, Inc. (LWAY), have filed a definitive consent statement with the U.S. Securities and Exchange Commission (SEC) to remove the entire current board of directors, including CEO Julie Smolyansky. The Smolyanskys control about 23.2% of the company's shares and aim to restore accountability, transparency, and long-term shareholder value.
Their filing outlines four key proposals: repealing recent bylaw amendments, removing current directors, electing seven new board members, and amending bylaws to prohibit the employment of immediate family members in executive positions. The proposed new board members bring expertise in governance, finance, operations, and consumer products.
According to Edward Smolyansky, the move comes as a result of the current board's failure to engage with shareholders, articulate a credible strategy, and their tendency to reward failure. The proposal also ensures governance continuity during the transition by conditioning the removal and election proposals on one another.
This significant shareholder action bypasses the typical annual meeting framework, signaling extreme dissatisfaction with leadership and aiming to address what the Smolyanskys describe as "entrenched, self-serving control." The filing reflects a strategic effort to realign Lifeway Foods’ governance structures with shareholder interests.
