Lifecore Biomedical Files Proxy Materials

TL;DR

Lifecore Biomedical dropped more proxy docs, no fee. Shareholders pay attention.

AI Summary

Lifecore Biomedical, Inc. filed a DEFA14A on August 9, 2024, indicating it is providing definitive additional materials related to its proxy statement. The filing does not involve a fee. Lifecore Biomedical, formerly Landec Corp, is incorporated in Delaware and operates in the pharmaceutical preparations sector.

Why It Matters

This filing provides additional materials for shareholders regarding the company's proxy statement, which is crucial for upcoming shareholder votes and corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine filing of proxy materials and does not indicate any immediate financial or operational risks.

Key Players & Entities

• LIFECORE BIOMEDICAL, INC. (company) — Registrant
• LANDEC CORP (company) — Former Company Name
• 0001005286-24-000107 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $0.001 — n (77,000,000) each with a par value of $0.001 per share. The number of shares of Pref

Filing Documents

• lfcr-defa14a.htm (DEFA14A) — 44KB
• 0001005286-24-000107.txt ( ) — 45KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant x Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement x Definitive Additional Materials Soliciting Material Under Rule 14a-12 LIFECORE BIOMEDICAL, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box) x No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed LIFECORE BIOMEDICAL, INC. 3515 Lyman Boulevard Chaska, MN 55318 SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON August 15, 2024 This proxy statement supplement, dated August 9, 2024 (this "Supplement"), amends and supplements the definitive proxy statement on Schedule 14A (the "Proxy Statement") filed by Lifecore Biomedical, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on July 19, 2024 and made available to the Company's stockholders in connection with the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually via live webcast on August 15, 2024, at 1030 a.m., Central Time. Capitalized terms used in this Supplement and not otherwise defined have the meanings ascribed to them in the Proxy Statement. We are providing this Supplement to (1) update the voting standard for, and effects of abstentions and "broker non-votes" (if any) on, Proposal 7 to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock ("Proposal 7") in accordance with Section 242 of the Delaware General Corporation Law and to update the information with respect to the effect of the "broker non-votes" rules to Proposal 7 (Share Increase Proposal) and (2) correct a typographical error in the description the proposed language of the amendment to the Certificate of Incorporation. THIS SUPPLEMENT SHOULD BE READ TOGETHER WITH THE PROXY STATEMENT. Voting Standard for and Treatment of Broker Non-Votes with Respect to Proposal 7 Effective August 1, 2023, Section 242(d)(2) was added to the Delaware General Corporation Law (the "DGCL Amendment"), which changed the voting standard to amend a Delaware corporation's certificate of incorporation to increase the number of authorized shares of a class of stock listed on a national securities exchange immediately before and after the amendment became effective from a majority of the outstanding shares entitled to vote thereon to a majority of the votes cast for the amendment by stockholders entitled to vote thereon (i.e., votes cast "FOR" must exceed votes cast "AGAINST") and, in the case where the amendment increases the authorized number of shares of a class of capital stock with respect to which the corporation's certificate of incorporation does not expressly opt out of the separate class vote otherwise required by Section 242(b)(2), a majority of the votes cast by the holders of such class. In light of the DGCL Amendment and the Certificate of Incorporation (including the Certificate of Designations with respect to the Series A Preferred Stock), approval of Proposal 7 shall require the affirmative vote of (i) the majority of votes cast by the holders of Common Stock and Preferred Stock entitled to vote thereon, voting as a single class, and (ii) the majority of votes cast by the holders of Common Stock entitled to vote thereon, voting as a separate class. Stockholders may vote "FOR" or "AGAINST" Proposal 7, or stockholders may abstain from voting. If you elect to abstain on Proposal 7, the abstention will have no effect on the vote on Proposal 7, as abstentions are not votes cast. Broker non-votes, if any, with respect to Proposal 7 would have no effect on the results because a broker non-vote is not a vote cast. Accordingly, the Company is

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View this DEFA14A filing on SEC EDGAR