Lifeway Foods Receives ISS Recommendation Supporting Company Nominees

Rhea-AI Summary

Lifeway Foods (NASDAQ: LWAY) announced that Institutional Shareholder Services (ISS) recommended shareholders vote FOR all nine of the company's director nominees and WITHHOLD from the two dissident nominees submitted by Edward Smolyansky ahead of the company's 2025 Annual Meeting of Shareholders on December 29, 2025.

The announcement lists each board nominee as FOR and the dissident nominees George Sent and Edward Smolyansky as WITHHOLD. Lifeway urged shareholders to vote in advance using the company's WHITE proxy card, online, or via QR code.

Positive

• ISS recommended FOR all nine company nominees
• Annual meeting scheduled for Dec 29, 2025

Negative

• ISS recommended WITHHOLD for the two dissident nominees (George Sent, Edward Smolyansky)
• Ongoing proxy contest may require shareholder engagement ahead of the meeting

Key Figures

Resale shares registered 3,454,756 shares Form S-3 resale shelf for Danone North America PBC and affiliates

Q3 2025 net sales $57,143 Q3 2025 net sales, described as stronger year-over-year

Q3 2025 gross margin 28.7% Improved from 25.7% in prior-year quarter

Prior-year gross margin 25.7% Year-ago quarter gross margin for comparison

Q3 2025 net income $3,529 Net income for Q3 2025

Q3 2025 basic EPS $0.23 Basic EPS for Q3 2025

Cash & cash equivalents $22,990 Cash balance as of Q3 2025

Shares outstanding 15,228,763 Shares outstanding as of November 6, 2025

Market Reality Check

$22.80 Last Close

Volume Volume 62,981 vs 20-day average 84,779 (relative volume 0.74), indicating lighter trading ahead of the vote. normal

Technical Shares at $23.91 are trading below the 200-day MA of $25.26, and about 30.09% below the 52-week high.

Peers on Argus

LWAY gained 1.51% while close peers showed mixed moves: WEST +0.47%, OTLY +0.09%, USNA -0.63%, MAMA +0.58%, SENEA +1.32%. No broad sector momentum is indicated.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Dissident campaign	Negative	+0.6%	Dissident shareholder urges withhold vote on several legacy directors.
Dec 11	Company rebuttal	Positive	+0.7%	Company letter challenges dissident nominees’ records and ethics.
Dec 11	Dissident update	Negative	-0.9%	Dissident campaign update urging withhold votes on key directors.
Dec 05	Proxy statement	Negative	-0.7%	Dissident files definitive proxy seeking additional board changes.
Dec 03	Business award	Positive	-0.6%	Lifeway named to Inc.’s 2025 Best in Business challenger brands list.

Pattern Detected

Recent news is dominated by a contested proxy fight, with mixed price reactions to both company and dissident communications.

Recent Company History

Over the last few weeks, Lifeway’s news flow has centered on a contested 2025 Annual Meeting, including competing campaigns by the company and Edward Smolyansky. Prior items include DFAN14A filings, a preliminary proxy outlining governance proposals, and recognition on Inc.’s 2025 Best in Business list. The current ISS recommendation in favor of the company’s nominees adds another governance-focused development, following a series of withhold campaigns and proxy statements tied to board control and strategic oversight.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-29

An effective Form S-3 resale shelf has been filed for up to 3,454,756 existing shares held by Danone North America PBC and affiliates. The company states it will not receive proceeds from these sales but will bear certain registration expenses, enabling the selling stockholder to exit positions more flexibly over time.

Market Pulse Summary

This announcement highlights that ISS recommended voting for Lifeway’s full board slate and against dissident nominees ahead of the December 29, 2025 annual meeting. The decision follows weeks of contested proxy communications and strong Q3 results, including net sales of $57,143 and net income of $3,529. Investors monitoring this situation may focus on the final vote outcome, any subsequent governance or strategic changes, and how the Danone resale shelf for 3,454,756 shares is ultimately utilized.

Jargon Translator

dfan14a

A DFAN14A is an official SEC filing that delivers additional or updated proxy materials shareholders need before a company vote, such as board elections, mergers, executive pay, or shareholder proposals. Think of it as an updated meeting agenda and voting packet mailed to investors; it matters because it can change what’s on the ballot, provide new information that affects how shareholders vote, and therefore influence corporate control and strategy.

Form S-3

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prec14a

A PREC14A is a preliminary proxy statement filed with regulators that gives shareholders an early look at materials and proposals that will be voted on at an upcoming shareholder meeting. Think of it like a draft agenda and background packet for a town meeting: it explains who’s running for the board, key corporate proposals, executive pay and potential transactions so investors can assess risks, influence outcomes and plan their voting or trading decisions.

say-on-pay

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

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.

AI-generated analysis. Not financial advice.

MORTON GROVE, Ill., Dec. 18, 2025 /PRNewswire/ -- Lifeway Foods, Inc. (NASDAQ: LWAY) ("Lifeway" or "the Company") a leading U.S. supplier of kefir and fermented dairy products, today announced that Institutional Shareholder Services ("ISS") has recommended that shareholders vote FOR all of the Company's director nominees (the "Board Nominees") and WITHHOLD votes from nominees submitted by Edward Smolyansky (the "Dissident Nominees") at Lifeway's upcoming 2025 Annual Meeting of Shareholders, scheduled for December 29, 2025, as set forth below:

Name	ISS Recommendation
BOARD NOMINEES
Kirk Chartier	"FOR"
Juan Carlos ("JC") Dalto	"FOR"
Rachel Drori	"FOR"
Andee Harris	"FOR"
Susie Hultquist	"FOR"
Dorri McWhorter	"FOR"
Jason Scher	"FOR"
Julie Smolyansky	"FOR"
DISSIDENT NOMINEES
George Sent	"WITHHOLD"
Edward Smolyansky	"WITHHOLD"

ISS is an independent proxy advisory firm that provides research and voting recommendations to institutional investors.

The Company encourages shareholders to vote their shares in advance of the meeting returning the WHITE proxy card or voting via the Internet or QR code by following the instructions on the WHITE proxy card provided to them.

About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized as one of America's Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025 and one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs® line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates, and France. Learn how Lifeway is good for more than just you at lifewayfoods.com.

Important Additional Information

The Company has filed a proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from the Company's shareholders for the Company's 2025 annual meeting of shareholders. THE COMPANY'S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge by visiting the "Investor Relations" tab of the Company's website at http://lifewaykefir.com/investor-relations/. 

Certain Information Regarding Participants in Solicitation

The Company, each of its independent directors (Kirk Chartier, Juan Carlos Dalto, Rachel Drori, Andee Harris, Susie Hultquist, Dorri McWhorter, Jason Scher and Pol Sikar) and certain of its executive officers (Julie Smolyansky, Chief Executive Officer, President and Secretary, and Eric Hanson, Chief Financial and Accounting Officer and Treasurer) are deemed to be "participants" (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's shareholders in connection with matters to be considered at the Company's 2025 annual meeting of shareholders. Information about the names of the Company's directors and officers, their respective interests in the Company by security holdings or otherwise, and their respective compensation is set forth in Company's Definitive Proxy Statement on Schedule 14A for its 2025 annual meeting of shareholders, filed with the SEC on December 1, 2025, the Company's 2024 Form 10-K and Amendment No. 1 to the 2024 Form 10-K, filed with the SEC on April 29, 2025. Copies of these filings are available free of charge online at https://www.sec.gov and http://lifewaykefir.com/investor-relations/ or by writing to the Company's Secretary, Lifeway Foods, Inc., 6431 West Oakton St., Morton Grove, IL 60053.

Contacts:
Derek Miller
Vice President of Communications, Lifeway Foods
Email: derekm@lifeway.net

Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com 

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SOURCE Lifeway Foods, Inc.

FAQ

What did ISS recommend for Lifeway Foods (LWAY) nominees for the Dec 29, 2025 meeting?

ISS recommended shareholders vote FOR all nine Lifeway board nominees and WITHHOLD on the two dissident nominees.

How many Lifeway (LWAY) board nominees did ISS back on Dec 18, 2025?

ISS recommended FOR all nine company-nominated directors.

Which dissident nominees for Lifeway (LWAY) did ISS recommend withholding votes from?

ISS recommended WITHHOLD for dissident nominees George Sent and Edward Smolyansky.

How should Lifeway (LWAY) shareholders vote following the ISS recommendation?

The company encourages shareholders to vote in advance using the WHITE proxy card, online, or via QR code as instructed.

When is Lifeway Foods' (LWAY) 2025 Annual Meeting and why is the ISS recommendation important?

The meeting is on Dec 29, 2025; ISS guidance can influence institutional investor votes ahead of that date.

Does the ISS recommendation guarantee the outcome of Lifeway Foods' (LWAY) board vote?

No; the recommendation guides institutional investors but does not by itself determine the final shareholder vote outcome.