EDWARD SMOLYANSKY PROVIDES CRITICAL CAMPAIGN UPDATE- URGES WITHHOLD ON DORRI McWHORTER, JASON SCHER, and CEO JULIE SMOLYANSKY
Rhea-AI Summary
Positive
- None.
Negative
- None.
Key Figures
Market Reality Check
Peers on Argus 1 Up
LWAY fell 1.07% while key packaged food peers were mixed: WEST up 3.72%, USNA up 3.62%, OTLY up 1.91%, MAMA down 8.59%, SENEA roughly flat. One peer (HLF) showed upside momentum, suggesting LWAY’s move was more stock-specific than sector-driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 05 | Definitive proxy filing | Positive | -0.7% | Activist filed definitive proxy to press for further board changes. |
| Dec 03 | Brand recognition award | Positive | -0.6% | Named to Inc.’s 2025 Best in Business list as challenger brand. |
| Dec 03 | Activist governance letter | Positive | -0.6% | Shareholder letter alleging misleading and false public statements. |
| Dec 02 | Company response letter | Negative | -1.1% | Company letter criticizing dissident nominees’ records and ethics. |
| Nov 26 | Preliminary proxy filing | Positive | +1.3% | Activist preliminary proxy seeking additional board change and new start. |
Recent governance- and proxy-related headlines often coincided with modest single-day declines, with one preliminary proxy filing drawing a small positive reaction.
Over the past few weeks, Lifeway’s news flow has centered on a contested proxy fight and governance. Activist Edward Smolyansky filed a preliminary proxy on Nov 26, 2025 and a definitive proxy on Dec 5, 2025, while the company issued its own letter on Dec 2, 2025 criticizing dissident nominees. A brand recognition piece on Dec 3, 2025 noted inclusion in Inc.’s Best in Business list. Price reactions to these items were generally small and often negative, highlighting ongoing uncertainty around the control contest that today’s campaign update continues.
Regulatory & Risk Context
An effective Form S-3 resale shelf has been filed covering up to 3,454,756 Lifeway shares held by Danone North America PBC and affiliates. The company will not receive proceeds from these sales but will bear certain registration expenses, enabling the selling stockholder to sell registered shares flexibly over time.
Market Pulse Summary
This announcement continues an intense proxy contest, with Edward Smolyansky urging votes for dissident nominees, support for Proposal 6, and withholding votes from certain incumbents. The letter highlights past takeover interest, compensation concerns, and board oversight issues. Recent filings, including preliminary and contested proxy statements and an 8‑K detailing a cooperation agreement with Danone, frame a complex governance backdrop. Investors tracking this situation may focus on the final vote outcome, any subsequent strategic review, and how the board balances shareholder interests with stability.
Key Terms
proxy statement regulatory
AI-generated analysis. Not financial advice.
Voting FOR the Shareholder Nominees, George Sent and Edward Smolyansky, is the Only Way to Restore Accountability
THE PATH FORWARD
If elected, we will take action immediately to:
- Reconstitute a functional, independent Board;
- Empower the Strategic Review Committee to initiate a credible sale process;
- Enforce strict compensation discipline;
- Restore transparency and shareholder trust.
Please vote:
- FOR both Shareholders Nominees on the GREEN card (referred to as the "Dissident Nominees" on the WHITE card)
- FOR Proposal 6
- WITHHOLD on Julie Smolyansky, Dorri McWhorter, and Jason Scher
A vote for the Shareholder Nominees is a vote for:
- A credible and immediate strategic review and transparent sale process;
- Enforce anti-nepotism;
- Real corporate governance
- Real oversight of executive compensation
Dear Fellow Lifeway Shareholder,
We are approaching the decisive vote that will determine whether Lifeway Foods finally receives the independent oversight and value-focused leadership shareholders deserve. I am writing to give you a critical update on where this campaign stands—and why your vote on the GREEN card is essential.
For over three years, Lifeway co-founder Ludmila and I—your fellow largest shareholders—have fought to correct Lifeway's broken governance structure. We have spent vast sums of our own capital because we refused to sit idly by and let value be destroyed in front of our eyes. We fought because shareholders lost a real opportunity to realize premium value when the incumbent Board mishandled Danone's acquisition interest and engaged in a series of actions that placed self-preservation above fiduciary duty.
This vote decides whether Lifeway remains under entrenched leadership—or whether shareholders finally unlock the Company's true potential.
Below are five core reasons shareholders must vote FOR the Dissident Nominees on the WHITE card (or the Shareholder Nominees on the GREEN card), FOR Proposal 6, and WITHHOLD votes from the failed incumbents responsible for the current crisis.
FIVE REASONS SHAREHOLDERS MUST VOTE FOR CHANGE
1. A Sale Under an Independent, Credible Board Is the Fastest Path to Value
Danone presented unsolicited offers of
2. Lifeway's Executive Compensation Practices Are Excessive and Misaligned
The Board approved:
- An issuance of 283,337 shares to the CEO and a
$2 million $6.5 million $8 million - Compensation and influence for the CEO's spouse despite no formal governance structure.
These decisions reflect a Board that failed its most basic fiduciary responsibilities.
3. Independent Directors Failed to Uphold Their Duties
The legacy "independent" directors:
- Approved unjustified compensation packages;
- Failed to supervise management during Danone's due diligence;
- Extended a poison pill unnecessarily;
- Delayed the annual meeting without justification;
- Allowed the CEO and her spouse to dominate governance.
4. Fundamentals are consistently dislocated from the share price
"Record revenues" mean little when: Operating income stagnates, EBITDA margins decline, and earnings announcements repeatedly produce negative stock reactions.
Investors understand the truth: Lifeway's leadership—not the business itself—is the problem.
5. The Newly Installed Directors Lack Relevant Experience
Recent appointments were reactive and made under pressure. Several new directors lack public-company experience, relevant industry background, or the independence required to challenge entrenched leadership. This is not real governance reform—only the illusion of it.
Voting for the Shareholder Nominees Is the Only Way to Restore Accountability
A vote for the Shareholder Nominees is a vote for:
- A credible and immediate strategic review and transparent sale process.
- Enforce anti-nepotism.
- Real corporate governance.
- Real oversight of executive compensation.
Please vote:
- FOR both Shareholder Nominees on the GREEN card (referred to as the "Dissident Nominees" on the WHITE card)
- FOR Proposal 6
- WITHHOLD on Julie Smolyansky, Dorri McWhorter, and Jason Scher
Thank you for your support and commitment to restoring Lifeway's value.
Edward Smolyansky
Key Shareholder, Shareholder Nominee for the Board of Directors
For More Information visit my Linkedin profile www.linkedin.com/in/edward-smolyansky-a2293627a
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.
Media Contact: Edward Smolyansky. esmolyansky79@icloud.com
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SOURCE Edward and Ludmila Smolyansky
