Edward Smolyansky Issues Statement Regarding Lifeway Foods (NASDAQ: LWAY) Extension of Existing Rights Plan, Board Refreshment and Delayed 2025 Annual Meeting
Rhea-AI Summary
Edward Smolyansky, a long‑term shareholder, criticized Lifeway Foods (NASDAQ: LWAY) after the board on Oct 29, 2025 amended its Shareholder Rights Agreement, extending the plan's expiration to Oct 29, 2026 without shareholder approval. Smolyansky and Ludmila Smolyansky together control about 26% of outstanding shares and say the extension occurred amid a board refreshment and leadership deadline.
The 8‑K cited "concentrated ownership" and possible share sales as justification; Smolyansky called for rescinding the extension, disclosure of director votes, a shareholder vote before any renewal, and genuine board refreshment. The release notes Danone holds about 23% of shares and that Lifeway will report Q3 results on Nov 12, 2025.
Positive
- Shareholder pressure may force governance disclosure
- Stakeholder scrutiny ahead of Nov 12, 2025 Q3 results
Negative
- Rights plan extended to Oct 29, 2026 without shareholder vote
- Ownership concentration: Smolyansky ~26%, Danone ~23%
- Bylaws amended to set board size between 5 and 10 directors
News Market Reaction
On the day this news was published, LWAY declined 0.53%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Extension protects entrenched board and management rather than maximizes
shareholder value; shareholders must demand an immediate vote.
On October 29, 2025, the Board of Lifeway Foods approved an amendment to its Shareholder Rights Agreement, extending its expiration date by one year to October 29, 2026. All other terms and conditions of the Rights Plan remain unchanged. This action was taken without shareholder approval or a provided explanation regarding its impact on shareholders.
This maneuver was taken by a management-aligned board on the eve of a "board refreshment" and leadership deadline, with a yet to be departed director present, Mr. Pol Sikar, who continues to serve on the board at this time. It also occurred just one day before Lifeway was obligated to name a new chairperson in connection with the deadline. This timing underscores Lifeway's lack of transparency and accountability in its governance culture.
Furthermore, on October 29, the Company amended and restated its bylaws to stipulate that the number of directors shall be no fewer than five (5) and no more than ten (10). Lifeway Foods is scheduled to announce its third quarter results on November 12 before the market opens.
"The board's unilateral extension is a power grab that shields management and already entrenched directors at the expense of ordinary shareholders," said Edward Smolyansky. "If the newly comprised board genuinely believes this plan serves shareholders, they should put it to a vote at the upcoming Annual Meeting," Smolyansky continued. "Instead, they rushed through an extension during a moment of director transition — a move that betrays fear of accountability and disregard for shareholder rights."
Concerns Over the Extension of the Rights Plan
The company's recent 8-K filing makes it clear that there was no concrete takeover bid or specific acquisition proposal driving the decision to extend the Shareholder Rights Agreement. Instead, the filing references only "concentrated ownership" and the possibility of share sales as justification. This reasoning is vague and insufficient, failing to provide a compelling explanation for continuing to implement defensive measures that could impact shareholder rights.
Moreover, this unilateral action stands in direct opposition to widely recognized governance standards. Influential proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis have consistently advised against long-term poison pills—specifically those that extend beyond one year or are renewed without the express approval of shareholders. In their guidance, such actions should trigger adverse voting recommendations against incumbent directors who support these measures, highlighting the importance of transparency and shareholder involvement in major governance decisions.
This latest entrenchment follows sustained ownership concentration by Danone SA, which holds approximately
Call to Action
Shareholders deserve a transparent, accountable, and refreshed Lifeway board. We call on the company to:
- Immediately rescind the amendment extending the Rights Plan;
- Fully disclose the board vote, including each director's position and timing;
- Commit to a shareholder vote before any further renewal of the plan; and
- Honor true board refreshment, rather than rubber-stamping entrenchment measures on the eve of director departures and leadership deadlines.
If the board refuses, we will urge institutional investors and proxy advisory firms to hold the responsible directors accountable and to oppose the reelection of Lifeway's governance committee at the next annual meeting.
Important Information
The Rights Plan Extension and 8k follows a Letter delivered to the Company on October 17, 2025 by Mr. Smolyansky giving notice to Lifeway Foods, Inc. (the "issuer") of (i) his intent to nominate a candidate for election to the issuer's board of directors at the issuer's 2025 annual meeting of shareholders (the "Annual Meeting") and (ii) his plan to bring before the Annual Meeting, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a non-binding advisory shareholder proposal requesting that the issuer's Board of Directors establish a new committee of the Board of Directors that (x) consists solely of two or more independent directors who were first appointed or elected after the issuer's September 30, 2025 public announcement of its agreement to carry out an orderly refreshment of the Board of Directors, (y) is authorized and directed to conduct evaluations of the performance of the issuer's executive management team, the issuer's strategic plan and the issuer's strategic alternatives, and (z) is authorized to retain independent financial and legal advisors in connection with such evaluations.
For more information and to contact the shareholder group, follow Edward Smolyansky on LinkedIn.
View original content:SOURCE Edward and Ludmila Smolyansky
FAQ
What change did Lifeway Foods (LWAY) make to its Shareholder Rights Agreement on Oct 29, 2025?
How much voting control do Edward and Ludmila Smolyansky hold in Lifeway Foods (LWAY)?
What shareholder actions does Edward Smolyansky request from Lifeway Foods (LWAY)?
Does the 8‑K state a takeover bid justified the Rights Plan extension at Lifeway Foods (LWAY)?
What is Danone's reported stake in Lifeway Foods (LWAY)?
When will Lifeway Foods (LWAY) announce its third‑quarter 2025 results?
How did Lifeway Foods (LWAY) change its bylaws on Oct 29, 2025?
