The SEC filing proposes nan information of Smolyansky himself and George Sent arsenic head candidates.
Credit: PJ McDonnell/Shutterstock.com.
Edward Smolyansky, a shareholder successful US-based kefir shaper Lifeway Foods, is seeking a practice connected nan company’s committee arsenic he presses for a reshuffle.
Smolyansky, nan relative of Lifeway Foods’ CEO Julie Smolyansky, has revenge a proxy connection pinch nan US Securities and Exchange Commission (SEC) nominating himself and George Sent arsenic head candidates up of nan yearly wide gathering successful December.
“The filing continues nan effort toward broad committee alteration to yet extremity nan long-running governance failures, worth destruction, and entrenched activity practices that person plagued nan institution astatine nan disbursal of its shareholders,” it read.
“The action seeks to switch those bequest board astir responsible for nan anterior board’s deficiency of accountability and deference to management, thereby paving a clear way for a caller independent committee toward semipermanent worth creation for nan company.”
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In nan SEC document, Mr. Smolyansky is besides urging, via a “non-binding” shareholder proposal, to found a typical committee consisting solely of independent board appointed aliases elected aft 30 September.
The committee would measure Lifeway’s executive leadership, “strategic” scheme and alternatives, nan filing read.
Smolyansky said nan company, which was portion of a takeover connection from French dairy elephantine Danone, has grounded to disclose completion of its earlier committedness to adhd 2 caller independent board and has not group a definitive day for nan 2025 yearly meeting.
He called nan upcoming December gathering a “pivotal” infinitesimal for nan company’s “long-term” viability.
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“Lifeway’s shareholders merit an independent, transparent and accountable committee of directors,” Mr. Smolyansky said.
“The shape of governance failures outlined successful our preliminary proxy statement, including nan mishandling of nan Danone proposal, insider-driven decisions and entrenchment tactics, has damaged shareholder worth and destabilised nan company. Our nominees bring independence, experience, integrity and nan organization knowledge required to reconstruct assurance and guideline Lifeway forward.”
Shareholders will person nan definitive proxy materials erstwhile available.
The proxy conflict follows Smolyansky’s recent criticism of Lifeway’s determination to widen its shareholder authorities scheme for 1 twelvemonth to 29 October 2026.
Mr. Smolyansky described nan hold arsenic a “shield for management” and nan “most brazen illustration of committee and guidance entrenchment”.
At nan time, he added: “Julie Smolyansky and nan existent committee look truthful paranoid astir losing moreover de-facto power that they’ve efficaciously moved to artifact anyone – Danone aliases immoderate different investor – from accumulating a meaningful stake.”
However, nan institution said nan hold was justified by its “highly concentrated stock ownership”. It besides stressed that nan move was not successful consequence to immoderate circumstantial takeover offer.
Mr. Smolyansky and his mother Ludmila together ain conscionable complete a 4th of nan company, while Danone holds conscionable nether 23%.
Lifeway has rejected nan takeover approaches from Danone. The dairy awesome had offered $25 per stock successful September 2024 and raised nan bid to $27 per stock 2 months later.
Lifeway, whose portfolio besides includes cheeses and nan ProBugs children’s line, turned down some offers deeming they undervalued nan business.
The latest developments proceed a twelvemonth of family and shareholder tension.
In July, Edward and Ludmila Smolyansky revenge a definitive consent connection seeking to switch nan full board, including Julie Smolyansky, pinch nominees “focused connected restoring accountability, transparency and semipermanent shareholder value”.
Danone initially said it was evaluating whether to backmost that consent inducement aft dropping its takeover bid.
On 30 September, however, Lifeway announced a multi-faceted statement pinch Danone.
Under nan agreement, nan institution committed to “refresh” its committee pinch 4 caller directors, and abstracted nan roles of chair and CEO.
Lifeway and Danone besides agreed to “stay” litigation betwixt nan parties complete an earlier stock grant to Julie Smolyansky.
In exchange, Danone agreed not to support immoderate board-replacement effort earlier nan extremity of June 2026.
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