Edward Smolyansky Files Preliminary Proxy Statement toward Achieving Further Board Change and a New Beginning for Lifeway Foods, Inc. (NASDAQ: LWAY)

Rhea-AI Summary

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News Market Reaction

+1.33%

1 alert

+1.33% News Effect

On the day this news was published, LWAY gained 1.33%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Director nominees: 2 nominees Independent committee cutoff: September 30, 2025 Annual meeting year: 2025 Annual Meeting +3 more

6 metrics

Director nominees 2 nominees Dissident slate (George Sent and Edward Smolyansky)

Independent committee cutoff September 30, 2025 Only directors appointed or elected after this date

Annual meeting year 2025 Annual Meeting Targeted by dissident preliminary proxy

Schedule 13D/A date November 18, 2025 Reference filing for participant information

Preliminary proxy filing date November 24, 2025 Date of preliminary proxy referenced in article

New independent board members 2 members Company’s prior commitment to appoint new independents

Market Reality Check

Price: $21.65 Vol: Volume 79,135 is at 0.76x...

normal vol

$21.65 Last Close

Volume Volume 79,135 is at 0.76x the 20-day average of 104,620, indicating subdued trading activity before this filing. normal

Technical Price at $22.96 is trading below the 200-day MA of $25.19 and 32.87% under the 52-week high of $34.20.

Peers on Argus

LWAY was down 1.07% while peers showed mixed moves: WEST at -0.48%, OTLY at -4.3...

1 Up

LWAY was down 1.07% while peers showed mixed moves: WEST at -0.48%, OTLY at -4.31%, USNA at -0.82%, MAMA at +2.84%, and SENEA nearly flat at -0.01%. Momentum data flagged WEST up 6.21% intraday with no news, reinforcing that today’s governance-driven story for LWAY appears stock-specific rather than a coordinated sector move.

Historical Context

5 past events · Latest: Dec 05 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 05	Definitive proxy filing	Neutral	-0.7%	Dissident files definitive proxy statement advancing board change campaign.
Dec 03	Brand award news	Positive	-0.6%	Company named to Inc. Best in Business challenger brands list.
Dec 03	Dissident letter	Negative	-0.6%	Shareholder letter alleging misleading and false public statements.
Dec 02	Company response letter	Neutral	-1.1%	Board letter criticizing dissident nominees and outlining concerns.
Nov 26	Prelim proxy by dissident	Neutral	+1.3%	Edward Smolyansky files preliminary proxy to seek further board change.

Pattern Detected

Recent news flow has been dominated by the proxy contest and governance disputes, with mostly modest negative price reactions and one positive move on similar dissident-related headlines.

Recent Company History

Over the last few weeks, Lifeway’s news has centered on governance and proxy contests. On Nov 26, 2025 (news_id 941292), Edward Smolyansky’s preliminary proxy statement coincided with a +1.33% move. Subsequent filings and letters from both the company and dissident (news_id 942918, 943322, 944670) produced modest declines between -0.59% and -1.07%. A positive brand recognition piece on Dec 3, 2025 (news_id 943458) also saw a -0.59% reaction, highlighting mixed trading around fundamentally and governance-focused updates.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-29

An effective resale shelf on Form S-3 was filed for up to 3,454,756 shares of common stock held by Danone North America PBC and its affiliates. Lifeway will not receive proceeds from these sales but will cover certain registration expenses, enabling the selling stockholder to dispose of shares on Nasdaq or otherwise without restriction.

Market Pulse Summary

This announcement advances the ongoing proxy contest at Lifeway by formalizing Edward Smolyansky’s p...

Analysis

This announcement advances the ongoing proxy contest at Lifeway by formalizing Edward Smolyansky’s preliminary proxy and slate for the 2025 Annual Meeting, including a proposed independent committee based on directors appointed after September 30, 2025. It follows multiple recent governance filings and shareholder letters. Investors tracking this situation may focus on upcoming definitive proxy materials, any company response, and how board composition outcomes intersect with previously disclosed strategic reviews and projections.

Key Terms

preliminary proxy statement, pren14a, universal proxy card, non-binding shareholder proposal, +2 more

6 terms

preliminary proxy statement regulatory

"announced that he has filed a Preliminary Proxy Statement (PREN14A)"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

pren14a regulatory

"filed a Preliminary Proxy Statement (PREN14A) with the U.S. Securities"

A PREM14A (often written PRE 14A) is a preliminary proxy statement filed with regulators ahead of a company’s shareholder meeting that outlines proposals shareholders will vote on, details about the board, executive pay, and major transactions. Think of it as a draft meeting packet or agenda that gives investors early access to the facts and proposals so they can evaluate potential impacts on ownership, governance or future strategy before the final document and vote.

universal proxy card regulatory

"Shareholders Urged to Vote the GREEN Universal Proxy Card"

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

non-binding shareholder proposal regulatory

"as well as a non-binding shareholder proposal requesting the formation"

A non-binding shareholder proposal is a suggestion submitted by one or more shareholders for a vote at a company meeting that, even if approved by shareholders, does not legally force the company or its board to act. It matters to investors because the vote serves as a public measure of shareholder sentiment—like a customer feedback poll—and can pressure management, influence reputations, guide future policies, and signal risks or priorities that may affect the company’s long-term value.

schedule 13d/a regulatory

"in the Schedule 13D/A filed by Mr. Smolyansky with the SEC on"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

definitive proxy statement regulatory

"will be made through a definitive proxy statement (the "Shareholder Proxy"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

AI-generated analysis. Not financial advice.

Dissident Urges Shareholders to Vote the GREEN Universal Proxy Card for Nominees.

CHICAGO, Nov. 26, 2025 /PRNewswire/ -- Edward Smolyansky today announced that he has filed a Preliminary Proxy Statement (PREN14A) with the U.S. Securities and Exchange Commission in connection with the upcoming 2025 Annual Meeting of Shareholders of Lifeway Foods, Inc. (NASDAQ: LWAY). The filing continues the effort toward comprehensive board change to finally end the long-running governance failures, value destruction, and entrenched leadership practices that have plagued the Company at the expense of its shareholders.

The action seeks to replace those legacy directors most responsible for the prior board's lack of accountability and deference to management, thereby paving a clear path for a new independent Board toward long-term value creation for the Company. The proxy statement seeks support for two highly qualified director nominees — George Sent and Edward Smolyansky — as well as a non-binding shareholder proposal requesting the formation of a new Board committee composed exclusively of independent directors appointed or elected after September 30, 2025. According to the filing, this committee would be tasked with conducting reviews of Lifeway's executive leadership, strategic plan, and strategic alternatives.

Mr. Smolyansky believes the December 2025 Annual Meeting is a pivotal moment for Lifeway's long-term viability. Shareholders are presented with a clear choice: partial entrenchment or the establishment of a new, truly independent board accountable for meaningful oversight and implementing credible governance practices. Mr. Smolyansky highlights the Board's continued dysfunction and reluctance to serve shareholders effectively by pointing out that as of this press release, the Company has yet to disclose the completion of its previously announced commitment to appoint two new Independent Board Members, or to disclose a definitive meeting date for the upcoming 2025 Annual Meeting.

"Lifeway's shareholders deserve an independent, transparent and accountable board of directors," said Edward Smolyansky. "The pattern of governance failures outlined in our preliminary proxy statement, including the mishandling of the Danone proposal, insider-driven decisions and entrenchment tactics, has damaged shareholder value and destabilized the Company. Our nominees bring independence, experience, integrity and the institutional knowledge required to restore confidence and guide Lifeway forward. I encourage all shareholders to review our filing and vote the GREEN card to support meaningful change."

Shareholders Urged to Vote the GREEN Universal Proxy Card

For more information and to contact the shareholder group,  follow Edward Smolyansky on LinkedIn. 

Important Information

This communication is not a request for a proxy to vote on any matter. Any written solicitation of a proxy by Mr. Smolyansky will be made through a definitive proxy statement (the "Shareholder Proxy Statement"). Lifeway shareholders are urged to read the Shareholder Proxy Statement, including any amendments or supplements thereto, and any other soliciting materials, when they become available as they will contain important information. Shareholders may obtain, free of charge, copies of the Shareholder Proxy Statement when it becomes available at sec.gov.

Participants in the Solicitation

Mr. Smolyansky has notified the Company of his intent to nominate himself and George Sent for election as directors of Lifeway at the 2025 Annual Meeting. Each of them may be deemed to be a participant in any solicitation of proxies by Mr. Smolyansky.  Lifeway shareholders can find information regarding Mr. Smolyansky and Mr. Sent, and their respective direct or indirect interests, by security holdings or otherwise, in the Schedule 13D/A filed by Mr. Smolyansky with the SEC on November 18, 2025, Annex I to the preliminary proxy statement filed by Mr. Smolyansky with the Securities and Exchange Commission (the "SEC") on November 24, 2025, the Shareholder Proxy Statement, when it becomes available, and in Mr. Smolyansky's other filings with the SEC, all of which information is incorporated herein by reference.

Contact: 
Edward Smolyansky
esmolyansky79@icloud.com 

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SOURCE Edward and Ludmila Smolyansky