Edward Smolyansky Responds to ISS Board Recommendation

Rhea-AI Summary

{"summary":"","positive":[],"negative":[],"faq":[]}

Key Figures

Q3 2025 Net Sales $57,143 Quarter ended September 30, 2025

Net Sales Growth 24% Q3 2025 year-over-year increase

Q3 2025 Gross Margin 28.7% Up from 25.7% year over year

Q3 2025 Net Income $3,529 Quarter ended September 30, 2025

Q3 2025 Basic EPS $0.23 Quarter ended September 30, 2025

Cash & Equivalents $22,990 As of Q3 2025

Dairy Cows Purchased 402 cows To support organic milk supply, cost $1,335

Shares Outstanding 15,228,763 As of November 6, 2025

Market Reality Check

$23.63 Last Close

Volume Volume 62,981 is below the 20-day average of 83,421, suggesting limited pre-news positioning. normal

Technical Shares at 23.91 were trading below the 200-day MA of 25.27 ahead of this governance update.

Peers on Argus

Peers showed mixed, generally modest moves (e.g., WEST +0.47%, USNA -0.63%, SENEA +1.32%), indicating this governance-focused news is stock-specific rather than a sector-wide driver.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Governance dispute	Negative	+0.6%	Shareholder letter highlighting deposition insights and urging withhold votes.
Dec 11	Company response	Neutral	+0.7%	Company letter criticizing dissident nominees and defending board slate.
Dec 11	Governance dispute	Negative	-0.9%	Campaign update urging withhold votes on several incumbent directors.
Dec 05	Proxy campaign	Negative	-0.7%	Filing of definitive proxy statement by Edward Smolyansky for board change.
Dec 03	Corporate recognition	Positive	-0.6%	Inclusion in Inc.’s 2025 Best in Business list as a challenger brand.

Pattern Detected

Recent headlines are dominated by a contested proxy and governance dispute, with several negative or contentious items showing mixed price follow-through.

Recent Company History

Over the last few weeks, Lifeway’s news flow has centered on a contested proxy and governance battle. Multiple communications from Edward Smolyansky have urged withhold votes on incumbent directors and promoted an alternative slate, while the company responded with its own letters defending its nominees. Alongside this, Lifeway received recognition on Inc.’s 2025 Best in Business list. Price reactions to these events have been mixed, with both positive and negative moves following governance-related announcements, underscoring investor uncertainty around the outcome.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-29

An effective resale registration on Form S-3 covers 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 dispose of shares more flexibly on Nasdaq or other venues.

Market Pulse Summary

This announcement adds to an ongoing proxy contest, emphasizing ISS-flagged concerns around governance, board independence, and executive compensation. It follows recent SEC filings detailing stronger Q3 2025 results and a cooperation agreement with Danone, alongside a resale registration for 3,454,756 shares. Investors may monitor future proxy materials, board composition changes, and execution against the company’s disclosed growth and capacity expansion plans to assess how governance developments intersect with operating performance.

Key Terms

proxy analysis financial

"governance concerns identified by Institutional Shareholder Services ("ISS") in its recent proxy analysis."

Proxy analysis is the review and interpretation of a company’s proxy materials — the documents shareholders use to vote on issues like board members, executive pay, mergers, and shareholder proposals — to assess how those votes could affect control, strategy, and value. Think of it as reading a neighborhood meeting agenda to predict which rules will change and how that will affect your property; investors use it to judge risks, advocate positions, and decide whether to vote, buy, or sell.

poison pill financial

"renewal of a poison pill without shareholder vote."

A poison pill is a defensive tactic a company’s board adopts to make an unwanted takeover much more costly or difficult, typically by allowing existing shareholders (but not the bidder) to buy additional shares or triggering dilution once a single buyer crosses a ownership threshold. For investors, it matters because it can protect a company’s long‑term plans and raise the price a bidder must pay, but it can also block or delay takeovers that might deliver a premium to shareholders.

proxy statement regulatory

"Any written solicitation of a proxy by Mr. Smolyansky will be made through the definitive proxy statement (the "Shareholder Proxy Statement")."

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

solicitation of proxies regulatory

"Each of them may be deemed to be a participant in any solicitation of proxies by Mr. Smolyansky."

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

Annual Meeting regulatory

"for election as directors of Lifeway at the 2025 Annual Meeting."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

AI-generated analysis. Not financial advice.

Highlights ISS concerns around Lifeway's governance, board practices and composition

CHICAGO, Dec. 19, 2025 /PRNewswire/ -- Edward Smolyansky, largest individual shareholder of Lifeway Foods, Inc. (Nasdaq: LWAY), today drew attention to critical governance concerns identified by Institutional Shareholder Services ("ISS") in its recent proxy analysis. Mr. Smolyansky's full letter to the shareholders can be accessed here.

In its report, ISS questioned Lifeway's approach to shareholder and proxy advisor engagement, noting that governance-related discussions were not led by the CEO or any incumbent director, but instead by the Company's Chief of Staff—who is also the spouse of CEO Julie Smolyansky. Despite holding no officer or board position, he acted as the Company's primary representative in matters that typically require direct board-level accountability. ISS further highlighted the lack of transparency surrounding this role, the absence of a clear framework for managing potential conflicts, and the fact that no directors were present to address these concerns.

ISS's proxy analysis noted:

• Engagement with ISS was led by Lifeway's Chief of Staff (also the CEO's spouse) rather than board members. The Chief of Staff described himself as responsible for a broad range of duties but confirmed he had no formal employment agreement, despite significant pay increases over the last two years.
• The board combined CEO and chair roles without strong rationale, later reversed only through a Cooperation Agreement. Additionally, a 2021 major acquisition was executed without formal board approval, raising the question of process lapses.
• Ongoing concerns with executive compensation, low shareholder support for pay proposals and renewal of a poison pill without shareholder vote.

"ISS is effectively asking the question shareholders are now forced to ask," said Smolyansky. "Why is an unelected, non-officer family member serving as Lifeway's primary voice on governance, board independence, and shareholder relations?"

"These aren't just superficial governance issues," Smolyansky said. "They indicate that the company is being run through unofficial power structures, hidden authority, and undisclosed influences—the very problems that governance reforms are supposed to remove, not reinforce."

Shareholders are urged to closely review ISS's findings and consider whether Lifeway's governance structure, as currently practiced, provides credible, independent oversight.

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 the 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 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 Shareholder Proxy Statement 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 

View original content:https://www.prnewswire.com/news-releases/edward-smolyansky-responds-to-iss-board-recommendation-302647013.html

SOURCE Edward and Ludmila Smolyansky