Form 8-K Lifeway Foods, Inc. For: Jun 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including
area code:
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered | ||
| The | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Lifeway Foods, Inc. (the “Company”) was held on June 17, 2026. There were 15,281,888 shares of common stock outstanding and entitled to vote at the Annual Meeting and 13,982,124 shares of common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. American Election Services, LLC, the independent inspector of elections for the 2026 Annual Meeting, provided a final voting report on June 18, 2026, certifying the following results.
Proposal 1:
According to the tabulation of voting results, the following is a record of votes cast with respect to the election of Kirk Chartier, Juan Carlos Dalto, Rachel Drori, Andee Harris, Susie Hultquist, Dorri McWhorter, and Julie Smolyansky, to serve until the 2027 Annual Meeting of the Company’s shareholders (or until successors are elected and qualified):
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |
| Board of Directors’ Nominees | ||||
| Kirk Chartier | 9,526,988 | 3,320,276 | 26,844 | 1,108,016 |
| Juan Carlos Dalto | 9,342,348 | 3,528,493 | 3,267 | 1,108,016 |
| Rachel Drori | 9,318,215 | 3,529,061 | 26,832 | 1,108,016 |
| Andee Harris | 9,027,457 | 3,819,819 | 26,832 | 1,108,016 |
| Susie Hultquist | 9,527,494 | 3,319,572 | 27,042 | 1,108,016 |
| Dorri McWhorter | 9,025,055 | 3,846,089 | 2,964 | 1,108,016 |
| Julie Smolyansky | 9,331,497 | 3,536,740 | 5,871 | 1,108,016 |
Proposal 2:
According to the tabulation of voting results, the shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending December 31, 2026:
| FOR: | 10,600,831 |
| AGAINST: | 142,402 |
| ABSTAIN: | 3,238,891 |
| BROKER NON-VOTES: | 0 |
Proposal 3:
According to the tabulation of voting results, the shareholders approved, on a nonbinding advisory basis, executive compensation.
| FOR: | 9,480,869 |
| AGAINST: | 3,347,326 |
| ABSTAIN: | 45,913 |
| BROKER NON-VOTES: | 1,108,016 |
Proposal 4:
According to the tabulation of voting results, the following is a record of votes cast with respect to the election of Jason Scher, to serve until the 2027 Annual Meeting of the Company’s shareholders (or until a successor is elected and qualified):
| FOR: | 8,891,948 |
| AGAINST: | 3,837,148 |
| ABSTAIN: | 145,012 |
| BROKER NON-VOTES: | 1,108,016 |
| 2 |
| Item 7.01. | Regulation FD Disclosure. |
On June 17, 2026, Julie Smolyansky, the Company’s Chief Executive Officer, presented slides at the Annual Meeting (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description |
| 99.1 | Presentation dated June 17, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
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.
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| Dated: June 18, 2026 | By: | /s/ Julie Smolyansky | |
| Name: Julie Smolyansky | |||
| Title: Chief Executive Officer and Secretary | |||
| 4 |
ATTACHMENTS / EXHIBITS
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