Latest news with #EdwardSmolyansky
Business Insider
30-07-2025
- Business
- Business Insider
Lifeway Foods announces 'Do not vote' recommendation from ISS advisor
Lifeway Foods (LWAY) announced that Institutional Shareholder Services, or ISS, a leading independent proxy advisory firm, has recommended that shareholders 'DO NOT VOTE' in connection with the ongoing dissident-led consent solicitation. In its report, ISS concluded that 'the dissident has not presented a compelling case for change' and advised shareholders to 'DO NOT VOTE' on all proposals put forth by Ludmila and Edward Smolyansky and their aligned group. The ISS analysis noted that: Lifeway's 'financial performance has been directionally positive' and its 'share price (has) rallied over the preceding year on multiple positive earnings announcements,' with total shareholder return significantly outperforming peers in the Russell 3000 Food Producers Index; the dissident group's critiques 'are generally presented without adequate context,' and the dissident group 'does not clearly establish how various developments have actually impacted shareholder returns.'; The dissident group 'has not presented a plan should it successfully secure a majority of board seats' for governance or operational improvement; The dissident nominees include individuals who previously contributed to governance concerns during their past tenures at the Company. Elevate Your Investing Strategy:
Yahoo
29-07-2025
- Business
- Yahoo
Lifeway Foods Acknowledges ISS Recommendation to Reject Dissident Campaign
MORTON GROVE, Ill., July 29, 2025 /PRNewswire/ -- Lifeway Foods, Inc. (NASDAQ: LWAY), a leading U.S. supplier of kefir and fermented probiotic products, today announced that Institutional Shareholder Services Inc. (ISS), a leading independent proxy advisory firm, has recommended that shareholders "DO NOT VOTE" in connection with the ongoing dissident-led consent solicitation. In its report, ISS concluded that "the dissident has not presented a compelling case for change" and advised shareholders to "DO NOT VOTE" on all proposals put forth by Ludmila and Edward Smolyansky and their aligned group. "We appreciate ISS's thorough review and are pleased that their recommendation supports our belief that this consent solicitation is unwarranted, disruptive and not in the best interest of Lifeway shareholders," said Julie Smolyansky, CEO and Chair of Lifeway Foods. The ISS analysis noted that: Lifeway's "financial performance has been directionally positive" and its "share price [has] rallied over the preceding year on multiple positive earnings announcements," with total shareholder return significantly outperforming peers in the Russell 3000 Food Producers Index. The dissident group's critiques "are generally presented without adequate context," and the dissident group "does not clearly establish how various developments have actually impacted shareholder returns." The dissident group "has not presented a plan should it successfully secure a majority of board seats" for governance or operational improvement. The dissident nominees include individuals who previously contributed to governance concerns during their past tenures at the Company. "The Lifeway Board and management team remain focused on maximizing shareholder value and will continue to pursue all opportunities to drive additional value," added Smolyansky. "We encourage shareholders to follow ISS's guidance and take no action on the consent solicitation." About Lifeway Foods, Inc. Lifeway Foods, Inc., which has been recognized as one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as Kefir. In addition to its line of drinkable Kefir, the company also produces a variety of cheeses and a ProBugs line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates and France. Learn how Lifeway is good for more than just you at Important Additional Information The Company intends to file a proxy statement on Schedule 14A, an accompanying BLUE proxy card and other relevant documents with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from the Company's shareholders for the Company's 2025 annual meeting of shareholders. THE COMPANY'S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the definitive proxy statement, an accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge by visiting the "Investor Relations" tab of the Company's website at The Company may file a consent revocation statement, in which case all references to a proxy statement, proxies, proxy cards and solicitation of proxies referenced in this "Important Additional Information" section and the "Participants in the Solicitation" section below shall be deemed to refer to such consent revocation statement, consent revocations, revocation cards and solicitation of consent revocations. Participants in the Solicitation The Company, each of its independent directors (Juan Carlos Dalto, Jody Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher and Pol Sikar) and certain of its executive officers (Julie Smolyansky, Chief Executive Officer, President and Secretary, and Eric Hanson, Chief Financial and Accounting Officer and Treasurer) are deemed to be "participants" (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's shareholders in connection with matters to be considered at the Company's 2025 annual meeting of shareholders. Information about the names of the Company's directors and officers, their respective interests in the Company by security holdings or otherwise and their respective compensation is set forth in the "Information About Our Directors and Executive Officers" section in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 29, 2025 (the "Form 10-K Amendment"), in Part III, Item 11 – Executive Compensation of the Form 10-K Amendment and in the "Security Ownership of Certain Beneficial Owners and Management" section in Part III, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-K Amendment. Supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on June 18, 2025 for Julie Smolyansky (available here) and Eric Hanson (available here) and on July 1, 2025 for each of Pol Sikar (available here), Juan Carlos Dalto (available here), Jason Scott Scher (available here), Dorri McWhorter (available here), Perfecto Sanchez (available here), and Jody Levy (available here). Contact: Perceptual AdvisorsDan TarmanEmail: dtarman@ Derek Miller Vice President of Communications, Lifeway FoodsEmail: derekm@ General inquiries:Lifeway Foods, 847-967-1010Email: info@ View original content to download multimedia: SOURCE Lifeway Foods, Inc. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Malaysian Reserve
29-07-2025
- Business
- Malaysian Reserve
Lifeway Foods Acknowledges ISS Recommendation to Reject Dissident Campaign
MORTON GROVE, Ill., July 29, 2025 /PRNewswire/ — Lifeway Foods, Inc. (NASDAQ: LWAY), a leading U.S. supplier of kefir and fermented probiotic products, today announced that Institutional Shareholder Services Inc. (ISS), a leading independent proxy advisory firm, has recommended that shareholders 'DO NOT VOTE' in connection with the ongoing dissident-led consent solicitation. In its report, ISS concluded that 'the dissident has not presented a compelling case for change' and advised shareholders to 'DO NOT VOTE' on all proposals put forth by Ludmila and Edward Smolyansky and their aligned group. 'We appreciate ISS's thorough review and are pleased that their recommendation supports our belief that this consent solicitation is unwarranted, disruptive and not in the best interest of Lifeway shareholders,' said Julie Smolyansky, CEO and Chair of Lifeway Foods. The ISS analysis noted that: Lifeway's 'financial performance has been directionally positive' and its 'share price [has] rallied over the preceding year on multiple positive earnings announcements,' with total shareholder return significantly outperforming peers in the Russell 3000 Food Producers Index. The dissident group's critiques 'are generally presented without adequate context,' and the dissident group 'does not clearly establish how various developments have actually impacted shareholder returns.' The dissident group 'has not presented a plan should it successfully secure a majority of board seats' for governance or operational improvement. The dissident nominees include individuals who previously contributed to governance concerns during their past tenures at the Company. 'The Lifeway Board and management team remain focused on maximizing shareholder value and will continue to pursue all opportunities to drive additional value,' added Smolyansky. 'We encourage shareholders to follow ISS's guidance and take no action on the consent solicitation.' About Lifeway Foods, Inc. Lifeway Foods, Inc., which has been recognized as one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as Kefir. In addition to its line of drinkable Kefir, the company also produces a variety of cheeses and a ProBugs line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates and France. Learn how Lifeway is good for more than just you at Important Additional Information The Company intends to file a proxy statement on Schedule 14A, an accompanying BLUE proxy card and other relevant documents with the U.S. Securities and Exchange Commission (the 'SEC') in connection with the solicitation of proxies from the Company's shareholders for the Company's 2025 annual meeting of shareholders. THE COMPANY'S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the definitive proxy statement, an accompanying BLUE proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge by visiting the 'Investor Relations' tab of the Company's website at The Company may file a consent revocation statement, in which case all references to a proxy statement, proxies, proxy cards and solicitation of proxies referenced in this 'Important Additional Information' section and the 'Participants in the Solicitation' section below shall be deemed to refer to such consent revocation statement, consent revocations, revocation cards and solicitation of consent revocations. Participants in the Solicitation The Company, each of its independent directors (Juan Carlos Dalto, Jody Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher and Pol Sikar) and certain of its executive officers (Julie Smolyansky, Chief Executive Officer, President and Secretary, and Eric Hanson, Chief Financial and Accounting Officer and Treasurer) are deemed to be 'participants' (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's shareholders in connection with matters to be considered at the Company's 2025 annual meeting of shareholders. Information about the names of the Company's directors and officers, their respective interests in the Company by security holdings or otherwise and their respective compensation is set forth in the 'Information About Our Directors and Executive Officers' section in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 29, 2025 (the 'Form 10-K Amendment'), in Part III, Item 11 – Executive Compensation of the Form 10-K Amendment and in the 'Security Ownership of Certain Beneficial Owners and Management' section in Part III, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-K Amendment. Supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on June 18, 2025 for Julie Smolyansky (available here) and Eric Hanson (available here) and on July 1, 2025 for each of Pol Sikar (available here), Juan Carlos Dalto (available here), Jason Scott Scher (available here), Dorri McWhorter (available here), Perfecto Sanchez (available here), and Jody Levy (available here). Contact: Perceptual AdvisorsDan TarmanEmail: dtarman@ Derek Miller Vice President of Communications, Lifeway FoodsEmail: derekm@ General inquiries:Lifeway Foods, 847-967-1010Email: info@
Yahoo
04-07-2025
- Business
- Yahoo
Investors' demand for new board 'legally deficient', Lifeway says
Lifeway Foods has hit back at the bid by critical investors to oust the kefir maker's board, urging shareholders to ignore the 'legally deficient' move. The US business said the attempt by Edward and Ludmila Smolyansky to replace the company's board breaches regulations in Illinois, where Lifeway is based. On Wednesday (2 July), the Smolyanskys – the brother and mother of Julie, Lifeway's CEO – submitted a 'definitive consent statement' to the US Securities and Exchange Commission (SEC), calling for a new board 'focused on restoring accountability, transparency and long-term shareholder value'. Edward and Ludmila collectively hold voting control over 23.2% of Lifeway's outstanding shares. They argue Lifeway's 'circumstances demand bold, unprecedented action' as the board has 'repeatedly disregarded shareholder feedback, failed to articulate a credible strategy and chosen to reward failure'. Edward is a former executive and director of Lifeway, while Ludmila is a co-founder of the company. Lifeway, however, has dismissed the effort as 'legally deficient', claiming it 'violates Illinois law and the company's organisational documents'. 'Their statement purports to set a record date for their proposals, when they don't have a right to do so, and ignores the requirement that all shareholders entitled to vote receive proper notice of the proposed action prior to the taking of any action by written consent – and they have failed to do so,' the publicly listed company added in a statement issued yesterday. Lifeway urged its shareholders to 'disregard' the duo's filing and any communications from them that contravenes legal requirements or the company's charter and bylaws. In its statement, the company also highlighted its performance, pointing to a 788% shareholder return over five years and a doubling of revenue from 2019 to 2024. In the first quarter of 2025, Lifeway reported net sales of $46.1m, up 3.3% from the same period in 2024. The group's net income was $3.5m, up 45.8% year on year. In May, the company announced it was 'on track' to achieve $45–50m in adjusted EBITDA for its 2027 financial year. The firm said it is preparing for its 2025 annual meeting, with a proxy statement forthcoming, and may issue a consent revocation statement to counter Edward and Ludmila's push. Since 2022, the Smolyanskys have clashed over Lifeway. In July 2024, Edward and Ludmila demanded Julie and most directors resign amid claims of mismanagement, filing to replace the board in August. Danone, a 23% shareholder in Lifeway since 1999, offered $25 per share in September to buy Lifeway, a 59% premium, but Lifeway rejected it in November as undervalued. A sweetened offer from the French giant of $27 per share, which was supported by Edward and Ludmila, was also rejected. In December, Danone prepared a lawsuit over a 1999 agreement breach after Lifeway granted Julie some 300,000 shares. In its defence, Lifeway claimed the agreement was void in January. In March, Danone sued in Illinois, with a Lifeway filing a counterclaim alleging a 'hostile takeover,' and Edward launching the campaign to replace the board. "Investors' demand for new board 'legally deficient', Lifeway says" was originally created and published by Just Food, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
03-07-2025
- Business
- Yahoo
Critical investors aim to replace entire Lifeway board
Lifeway Foods investors Edward and Ludmila Smolyansky are looking to replace the kefir maker's board in the latest salvo in the long-running row over how the US company is run. Together, Edward, the brother of Lifeway's CEO Julie Smolyansky, and their mother Ludmila, exercise voting control with respect to approximately 23.2% of the outstanding shares of the company. In a statement released yesterday (2 July), the mother-and-son duo said they have submitted a 'definitive consent statement' to the US Securities and Exchange Commission (SEC), to replace Lifeway's board, including CEO Julie, with new nominees 'focused on restoring accountability, transparency and long-term shareholder value'. Edward and Ludmila's proposal outlines four main steps: gaining shareholder approval to reverse bylaw changes made after 24 March 2023; removing the current board, including the CEO; electing seven new directors skilled in governance, finance, and consumer products; and updating bylaws to block the hiring of the president or CEO's immediate family members. The proposals for board removal and director election are interdependent, the duo said. Just Drinks has contacted Lifeway for comment. Edward said: 'It is apparent to us that the current board has no intent to engage with us. We believe this consent solicitation is the most direct and effective way to return Lifeway to the people who actually own it. 'The company's circumstances demand bold, unprecedented action. We must end entrenched, self-serving control and bring in leadership that will act in the best interests of all shareholders." Edward filed a preliminary consent statement on 2 June, seeking shareholder approval to elect himself, Ludmila, and five others as directors. He previously held roles as CFO, COO, director, and controller at Lifeway, while Ludmila is co-founder and former chair. Edward went on to say tat the board has 'repeatedly disregarded shareholder feedback, failed to articulate a credible strategy, and chosen to reward failure'. The tussle between the Smolyanskys has been ongoing since 2022. In July last year, Edward and Ludmila demanded the resignations of Julie and most directors, citing underperformance and mismanagement, and filed a preliminary consent statement to unseat the board, including Julie, in August. In September, Danone, owning over 23% of Lifeway, offered to acquire the remaining shares for $25 each, a 59% premium over the three-month average price. Lifeway rejected Danone's offer on 5 November, deeming it undervalued. The French dairy major, which has held a stake in Lifeway since 1999, increased its bid to $27 per share, supported by Edward and Ludmila, but the Lifeway board turned that down too. In late December, Danone prepared litigation alleging a breach of a 1999 shareholder agreement after Lifeway granted nearly 300,000 shares to Julie without its consent. Lifeway contended in January the agreement was void under Illinois state law and in March Danone's lawsuit was filed in the Circuit Court of Cook County, Illinois. In March this year, Lifeway announced a counterclaim against Danone, accusing it of a 'hostile takeover' at an undervalued price and alleging 'predatory actions'. Later that month, Edward has launched an official campaign to replace the company's board of directors. In the first quarter of 2025, the company reported net sales of $46.1m, up 3.3% from the same period in 2024. The company's net income was $3.5m, up 45.8% year on year. In May, the company announced it was 'on track' to achieve $45–50m in adjusted EBITDA for its 2027 financial year. "Critical investors aim to replace entire Lifeway board " was originally created and published by Just Drinks, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
