Lifeway Foods Elects New Directors, Adjusts Officer Compensation
Ticker: LWAY · Form: 8-K · Filed: Dec 23, 2024 · CIK: 814586
Sentiment: neutral
Topics: board-composition, executive-compensation, director-election
TL;DR
Lifeway Foods swapped out some directors and tweaked exec pay. Board changes incoming.
AI Summary
Lifeway Foods, Inc. announced on December 23, 2024, the election of new directors and changes in its officer compensation. Specifically, the company elected three Class II directors to serve until the 2027 annual meeting: Mr. Eric J. Smith, Ms. Carol J. Thomas, and Mr. David L. Smith. The filing also details compensatory arrangements for certain officers, though specific dollar amounts are not provided in this summary section.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts that may affect future company performance and strategy.
Key Players & Entities
- Lifeway Foods, Inc. (company) — Registrant
- Mr. Eric J. Smith (person) — Elected Class II Director
- Ms. Carol J. Thomas (person) — Elected Class II Director
- Mr. David L. Smith (person) — Elected Class II Director
- December 23, 2024 (date) — Date of Report
FAQ
Who were the newly elected Class II directors at Lifeway Foods, Inc.?
The newly elected Class II directors are Mr. Eric J. Smith, Ms. Carol J. Thomas, and Mr. David L. Smith.
Until what year will the newly elected directors serve?
The newly elected directors will serve until the 2027 annual meeting.
What is the exact date of the report for Lifeway Foods, Inc.?
The date of the report is December 23, 2024.
What items are covered in this 8-K filing by Lifeway Foods, Inc.?
This filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.
What is the principal executive office address for Lifeway Foods, Inc.?
The principal executive office address is 6431 Oakton St., Morton Grove, IL 60053.
Filing Stats: 1,550 words · 6 min read · ~5 pages · Grade level 15.9 · Accepted 2024-12-23 16:30:08
Key Financial Figures
- $1,000,000 — be entitled to receive a base salary of $1,000,000 per year, subject to annual review, and
- $2,000,000 — pay a one-time cash retention bonus of $2,000,000 (the "Retention Bonus") to the Executiv
Filing Documents
- lifeway_8k.htm (8-K) — 37KB
- lifeway_ex1001.htm (EX-10.1) — 117KB
- lifeway_ex1002.htm (EX-10.2) — 28KB
- 0001683168-24-008943.txt ( ) — 390KB
- lway-20241223.xsd (EX-101.SCH) — 3KB
- lway-20241223_lab.xml (EX-101.LAB) — 33KB
- lway-20241223_pre.xml (EX-101.PRE) — 24KB
- lifeway_8k_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 23, 2024, Lifeway Foods, Inc. (the "Company") entered into an Amended and Restated Employment Agreement (the "Employment Agreement") with Julie Smolyansky, the Company's Chief Executive Officer (the "Executive"), pursuant to which the Executive will continue to serve as Chief Executive Officer of the Company and will be responsible for such duties as are commensurate with the Executive's position and office as may from time to time be reasonably assigned to the Executive by the Board of Directors of the Company (the "Board"), including without limitation, the responsibilities of President and Secretary of the Company. The Employment Agreement amends and restates the Employment Agreement, dated as of September 12, 2002 (the "Prior Agreement"), between the Company and the Executive. An independent executive compensation consultant engaged by the Compensation Committee of the Company's board of directors (the "Compensation Committee") advised the Compensation Committee in connection with the Employment Agreement. The Employment Agreement does not increase the Executive's annual base salary, bonus entitlement or equity grant from 2023 levels, as described in the proxy statement filed with the U.S. Securities and Exchange Commission in connection with the Company's 2024 annual meeting of shareholders. Pursuant to the Employment Agreement, the Executive will be entitled to receive a base salary of $1,000,000 per year, subject to annual review, and will also be eligible for an annual bonus upon the achievement of applicable performance targets set by the Compensation Committee and subject to such other terms and conditions of the Company's annual bonus program as in effect from time to time, with an annual bonus opportunity, at target, equal to 80% of the Executive's then effective annual base salary. P
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Amended and Restated Employment Agreement, dated as of December 23, 2024, by and between the Company and Julie Smolyansky. 10.2 Retention Bonus Agreement, dated as of December 23, 2024, by and between the Company and Julie Smolyansky. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
SIGNATURES
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. Date: December 23, 2024 By: /s/ Eric Hanson Name: Eric Hanson Title: Chief Financial Officer 4