Lifecore Biomedical Sets Virtual 2025 Annual Meeting, Fiscal Year Shift

Ticker: LFCR · Form: DEF 14A · Filed: Sep 18, 2025 · CIK: 1005286

Lifecore Biomedical, Inc. \De\ DEF 14A Filing Summary
FieldDetail
CompanyLifecore Biomedical, Inc. \De\ (LFCR)
Form TypeDEF 14A
Filed DateSep 18, 2025
Risk Levellow
Pages17
Reading Time20 min
Key Dollar Amounts$0.001
Sentimentneutral

Sentiment: neutral

Topics: Corporate Governance, Proxy Statement, Director Election, Executive Compensation, Fiscal Year Change, Shareholder Meeting, LFCR

TL;DR

**LFCR's virtual annual meeting is a routine governance check, but the fiscal year change to December 31 is a subtle but important shift for future financial analysis.**

AI Summary

Lifecore Biomedical, Inc. (LFCR) is holding its 2025 Annual Meeting of Stockholders virtually on October 29, 2025, at 10:30 a.m. Central Time. Stockholders will vote on three key proposals: the election of nine directors, including two Series A Preferred Directors, the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on executive compensation. The company's Board of Directors recommends a 'FOR' vote on all proposals. As of the September 2, 2025 Record Date, there were 37,436,784 shares of Common Stock outstanding and 46,593 shares of Series A Preferred Stock outstanding, with each Series A share convertible into 7,131,735 shares of Common Stock, subject to a 9.99% beneficial ownership limit. A significant change in fiscal year was approved on August 1, 2025, moving from a May-end to a December 31 calendar year, effective for the December 31, 2025 period, which will impact the timing of the 2026 Annual Meeting.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Lifecore Biomedical, Inc., directly impacting investor influence and executive oversight. The election of nine directors, particularly the distinct voting rights for Series A Preferred Stock holders for two directors, highlights a dual-class structure that could influence strategic direction and control. The ratification of KPMG LLP provides transparency and assurance regarding financial reporting, crucial for investor confidence. Furthermore, the shift to a December 31 fiscal year end, effective for 2025, will alter financial reporting cycles, requiring investors to adjust their analytical models and potentially impacting comparative financial analysis against competitors like Catalent (CTLT) or Lonza Group (LONN.SW) who may operate on different fiscal calendars.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the 2025 Annual Meeting, such as director elections and auditor ratification, which are standard for public companies. The change in fiscal year to December 31, 2025, while a notable operational adjustment, is clearly communicated and does not present immediate, material financial risk based solely on this proxy statement.

Analyst Insight

Investors should review the director nominees and executive compensation details to ensure alignment with their governance expectations. Pay close attention to the implications of the fiscal year change to December 31, 2025, for future financial reporting and adjust valuation models accordingly, as this will affect year-over-year comparisons.

Key Numbers

  • October 29, 2025 — Date of 2025 Annual Meeting (Virtual meeting for stockholders)
  • September 2, 2025 — Record Date for voting (Determines eligible stockholders for the Annual Meeting)
  • 9 — Number of directors to be elected (Includes seven non-Series A Preferred Directors and two Series A Preferred Directors)
  • 37,436,784 — Shares of Common Stock outstanding (Entitled to vote as of the Record Date)
  • 46,593 — Shares of Series A Preferred Stock outstanding (Entitled to vote as of the Record Date)
  • 7,131,735 — Common Stock shares per Series A Preferred share conversion (As of the Record Date, subject to Beneficial Ownership Limit)
  • 9.99% — Beneficial Ownership Limit (Maximum percentage of Common Stock a Series A holder can beneficially own)
  • December 31, 2025 — New fiscal year end (Approved on August 1, 2025, changing from May-end)

Key Players & Entities

  • LIFECORE BIOMEDICAL, INC. (company) — Registrant for DEF 14A filing
  • KPMG LLP (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
  • Thomas D. Salus (person) — Chief Legal and Administration Officer, and Secretary
  • Paul Josephs (person) — President and Chief Executive Officer, and proxy holder
  • Jason Aryeh (person) — Nominee for Series A Preferred Director
  • Christopher S. Kiper (person) — Nominee for Series A Preferred Director
  • Securities and Exchange Commission (regulator) — Governing body for DEF 14A filings
  • Broadridge Corporate Issuer Solutions, Inc. (company) — Transfer agent for Lifecore Biomedical

FAQ

When is Lifecore Biomedical's 2025 Annual Meeting of Stockholders?

Lifecore Biomedical's 2025 Annual Meeting of Stockholders will be held virtually via live webcast on Wednesday, October 29, 2025, at 10:30 a.m. Central Time. Stockholders can access the meeting at www.virtualshareholdermeeting.com/LFCR2025.

What are the key proposals to be voted on at the Lifecore Biomedical 2025 Annual Meeting?

Stockholders will vote on three main proposals: the election of nine directors, the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory proposal approving the compensation of the company's named executive officers.

Who are the nominees for the Series A Preferred Directors at Lifecore Biomedical?

The nominees for the Series A Preferred Directors, to be elected solely by holders of Series A Preferred Stock, are Jason Aryeh and Christopher S. Kiper.

What is the Record Date for voting at the Lifecore Biomedical 2025 Annual Meeting?

The Record Date for the Lifecore Biomedical 2025 Annual Meeting is the close of business on September 2, 2025. Only stockholders of record as of this date are entitled to notice of and to vote at the Annual Meeting.

How many shares of Common Stock are outstanding for Lifecore Biomedical as of the Record Date?

As of the Record Date, Lifecore Biomedical had 37,436,784 shares of Common Stock outstanding and entitled to vote at the 2025 Annual Meeting.

What is the conversion rate for Lifecore Biomedical's Series A Preferred Stock?

As of the Record Date, each share of Lifecore Biomedical's Series A Preferred Stock would convert into 7,131,735 shares of Common Stock, subject to the Beneficial Ownership Limit of 9.99%.

What is the Beneficial Ownership Limit for Series A Preferred Stock holders in Lifecore Biomedical?

The Beneficial Ownership Limit for Series A Preferred Stock holders is 9.99% of the Common Stock. The Company will not issue shares to the extent a holder would exceed this limit, subject to certain exceptions and waivers.

Has Lifecore Biomedical changed its fiscal year?

Yes, on August 1, 2025, Lifecore Biomedical's Board of Directors approved a change in its fiscal year from the last Sunday of May to calendar years ending on December 31, effective for the December 31, 2025 calendar period.

How will the fiscal year change impact Lifecore Biomedical's 2026 Annual Meeting?

In connection with the fiscal year change, Lifecore Biomedical expects to change the timing for its 2026 Annual Meeting by more than 30 days from the 2025 meeting date. The company will make a public announcement of the new dates and deadlines when known.

What is the Board of Directors' recommendation for the proposals at the Lifecore Biomedical 2025 Annual Meeting?

The Board of Directors of Lifecore Biomedical recommends a 'FOR' vote for the election of all nine director nominees, 'FOR' the ratification of KPMG LLP, and 'FOR' the non-binding advisory proposal approving executive compensation.

Industry Context

Lifecore Biomedical operates within the medical device and biotechnology sectors, which are characterized by rapid innovation, stringent regulatory oversight, and significant capital investment. Companies in this space often focus on specialized areas like drug delivery, diagnostics, or medical implants. The industry is competitive, with success often depending on intellectual property, clinical trial outcomes, and effective commercialization strategies.

Regulatory Implications

As a biomedical company, Lifecore is subject to extensive regulation by bodies such as the FDA. Compliance with manufacturing standards (e.g., cGMP), product approvals, and post-market surveillance are critical. Changes in healthcare policy or regulatory requirements can significantly impact product development timelines, market access, and overall profitability.

What Investors Should Do

  1. Review director nominees and vote FOR their election.
  2. Ratify the appointment of KPMG LLP as the independent auditor.
  3. Vote on the advisory resolution for executive compensation.
  4. Understand the implications of the fiscal year-end change.

Key Dates

  • 2025-10-29: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, auditor ratification, and executive compensation. The virtual format allows for broad participation.
  • 2025-09-02: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the Annual Meeting.
  • 2025-09-18: Mailing of Proxy Materials — Informs stockholders about the Annual Meeting and provides them with the means to vote.
  • 2025-08-01: Fiscal Year End Change Approved — Shifted the fiscal year-end from May to December 31, impacting financial reporting periods and the timing of future annual meetings.

Glossary

DEF 14A
A proxy statement filing required by the SEC for annual meetings of stockholders, containing detailed information about the company and the matters to be voted upon. (This document provides the basis for the analysis of the company's governance, executive compensation, and voting matters.)
Record Date
A specific date set by the company to determine which stockholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the 2025 Annual Meeting, set as September 2, 2025.)
Beneficial Ownership Limit
A restriction on the maximum percentage of a company's stock that a single entity or individual can own, often to comply with certain regulations or maintain control. (Applies to Series A Preferred Stock conversion into Common Stock, limiting ownership to 9.99% per holder.)
Series A Preferred Directors
Directors elected to the Board of Directors specifically representing the interests of holders of Series A Preferred Stock. (Two of the nine director positions are designated for Series A Preferred Directors, indicating a specific class of shareholder representation.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Key information regarding the fiscal year change indicates a significant structural adjustment from a May-end to a December 31 year-end, effective for the period ending December 31, 2025. This change will impact year-over-year financial comparisons and the timing of future reporting and meetings, making direct metric comparisons to prior periods challenging without further context on the pro-forma financial impact of this shift.

Filing Stats: 4,966 words · 20 min read · ~17 pages · Grade level 11.8 · Accepted 2025-09-18 16:11:22

Key Financial Figures

  • $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock") and the hold

Filing Documents

EXECUTIVE COMPENSATION AND RELATED INFORMATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION 48 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 57 DELINQUENT SECTION 16(a) REPORTS 60 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 60 OTHER MATTERS 60 APPENDIX A 61 The Company is providing you with this proxy statement relating to its 2025 annual meeting of stockholders (the "Proxy Statement"). The Company will commence mailing of its proxy materials to stockholders on or about September 18, 2025. References to the "Company," "Lifecore," "we," or "our" in this Proxy Statement refer to Lifecore Biomedical, Inc. and, as applicable, its consolidated subsidiaries. The Company's website and the information contained or linked therein are not part of or incorporated by reference into this Proxy Statement, regardless of any reference to the website in the Proxy Statement. 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 29, 2025 This Proxy Statement and proxy card are furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of the Company for use at the 2025 annual meeting of stockholders of the Company (the "Annual Meeting"). The Annual Meeting will be held virtually via live webcast on Wednesday, October 29, 2025 at 10:30 a.m. (Central Time). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/LFCR2025, where you will be able to listen to the meeting live and vote online for the proposals described in this Proxy Statement. You will not be able to attend the Annual Meeting physically in person. The Board has fixed the close of business on September 2, 2025 as the record date for the Annual Meeting (the "Record Date"). Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. The Proxy Statement and proxy card are first being mailed to stockholders on or about September 18, 2025. QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING AND VOTING 1 When and where is

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