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Lifecore Biomedical (NASDAQ: LFCR) wins approval for 2026 stock plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lifecore Biomedical, Inc. reported results from its 2026 annual meeting of stockholders. Investors approved the 2026 Stock Incentive Plan, which will authorize 2,500,000 shares of common stock for equity awards, plus any shares returning from forfeited or expired awards under the existing 2019 plan. The new plan becomes effective on October 16, 2026, when the 2019 plan expires.

Stockholders also elected nine directors, including seven chosen by all voting stockholders and two elected solely by Series A preferred holders. They ratified KPMG LLP as independent auditor for 2026 and approved a non-binding advisory vote on executive compensation.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2026 Plan share pool 2,500,000 shares Common stock available for issuance under 2026 Stock Incentive Plan
Common shares outstanding 37,477,386 shares Common stock outstanding and entitled to vote as of April 6, 2026 record date
Series A preferred outstanding 49,263 shares Series A Convertible Preferred Stock outstanding as of record date
Series A as-converted votes 7,540,464 shares Series A Preferred voting power on an as-converted basis with common
Total voting power 45,017,850 shares Combined voting power of common and Series A Preferred stockholders
Auditor ratification votes for 33,760,879 votes Votes in favor of ratifying KPMG LLP as 2026 auditor
Say-on-pay votes for 22,938,684 votes Votes in favor of executive compensation advisory proposal
2026 Plan votes for 22,724,492 votes Votes in favor of approving 2026 Stock Incentive Plan
2026 Stock Incentive Plan financial
"Approval of the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan (the “2026 Plan”)."
2019 Stock Incentive Plan financial
"the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) will expire by its terms."
Series A Convertible Preferred Stock financial
"49,263 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
broker non-votes financial
"Votes For | Votes Against | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory proposal financial
"To approve a non-binding advisory proposal approving the compensation of the Company’s named executive officers."
A non-binding advisory proposal is a shareholder vote that expresses investors’ opinions or recommendations to a company's board or management but does not have legal force to change policy. Think of it like a public poll or suggestion box: the result signals investor sentiment and can pressure leadership to act, influence reputation, or guide future binding decisions, so investors watch these votes for clues about governance and strategy.
record date financial
"As of the close of business on April 6, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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Understanding 8-K Material Events →
FALSE000100528600010052862026-06-042026-06-04

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2026
LIFECORE BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-2744694-3025618
(State or other jurisdiction of incorporation)
(Commission file number)(IRS Employer Identification No.)
   3515 Lyman Boulevard
 Chaska,
Minnesota
55318
(Address of principal executive offices)(Zip Code)
(952) 368-4300
(Registrant’s telephone number, including area code)
 Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.001 per shareLFCRThe NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, Lifecore Biomedical, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Company’s stockholders approved Proposal No. 4: Approval of the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan (the “2026 Plan”).
The Board of Directors adopted the 2026 Plan on April 22, 2026, on the Compensation Committee’s recommendation, subject to stockholder approval. By its terms, the 2026 Plan will become effective on October 16, 2026 (the “Effective Date”) at which time the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) will expire by its terms. The aggregate number of shares of the Company’s Common Stock available for issuance under the 2026 Plan will be (i) 2,500,000 shares of Common Stock, plus (ii) any shares of Common Stock that are represented by awards granted under the 2019 Plan that are forfeited, expire or are cancelled without delivery of shares or which result in the forfeiture of shares back to the Company on or after the Effective Date. A description of the 2026 Plan is set forth under Proposal No. 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026, which description is incorporated herein by reference.
The foregoing is a summary of the material terms of the 2026 Plan and is qualified in its entirety by reference to the full text of the 2026 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07     Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 4, 2026. As of the close of business on April 6, 2026, the record date for the Annual Meeting (the “Record Date”), there were (i) 37,477,386 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting, (ii) 49,263 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) outstanding, (iii) 49,263 shares of Series A Preferred Stock entitled to vote on the Series A Preferred Directors (as defined below), and (iv) 49,263 shares of Series A Preferred Stock entitled to vote on an as-converted basis (voting together with the holders of shares of Common Stock as one class), subject to the applicable conversion limits, on the other applicable nominees and proposals (representing, on an as-converted basis, the equivalent of 7,540,464 shares of Common Stock). The holders of the shares of Common Stock and the holders of the Series A Preferred Stock represented combined voting power equivalent to 45,017,850 shares of Common Stock, subject to applicable conversion limits.
The four proposals presented to the stockholders of the Company at the Annual Meeting were:
(1)To elect nine directors to serve for a term expiring at the next succeeding annual meeting of stockholders or until their successors are duly elected and qualified, with seven such directors to be elected by holders of the Common Stock and the Series A Preferred Stock, voting together as a single class, and two such directors to be elected solely by holders of the Series A Preferred Stock (the latter, the “Series A Preferred Directors”).
(2)To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
(3)To approve a non-binding advisory proposal approving the compensation of the Company’s named executive officers.
(4)To approve the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan.


1. Stockholders elected the nine director nominees and the voting results were as follows:
Directors Elected by All StockholdersVotes ForVotes AgainstVotes WithheldBroker Non-Votes
Katrina L. Houde19,790,3593,336,6943,35010,697,326
Humberto C. Antunes21,713,6611,408,8737,86910,697,326
Paul H. Johnson21,920,2541,206,1823,96710,697,326
Paul Josephs23,068,70757,7293,96710,697,326
Matthew E. Korenberg21,432,5861,693,8253,99210,697,326
Nelson Obus21,450,6471,675,2064,55010,697,326
Joshua E. Schechter20,394,2782,731,5754,55010,697,326
Directors Elected by the Series A Preferred StockholdersVotes ForVotes AgainstVotes WithheldBroker Non-Votes
Jason Aryeh28,287———
Christopher S. Kiper28,287———
As a result of the foregoing voting results, each of the foregoing directors was elected to the Board of Directors of the Company to serve for a term expiring at the 2027 Annual Meeting and until their successors are duly elected and qualified, with seven such nominees elected by holders of Common Stock and holders of the Series A Preferred Stock, voting together as a single class, and the Series A Preferred Directors elected solely by holders of the Series A Preferred Stock.
2. Stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, with votes as follows:
Votes ForVotes AgainstAbstain
33,760,87963,4453,405
3. Stockholders approved the compensation paid to the Company’s named executive officers (in the form of a non-binding, advisory vote), with votes as follows:
Votes ForVotes AgainstAbstainBroker Non-Votes
22,938,684178,86812,85110,697,326
4.Stockholders approved the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan, with votes as follows:
Votes ForVotes AgainstAbstainBroker Non-Votes
22,724,492392,82513,08610,697,326
Item 9.01    Financial Statements and Exhibits.
Exhibit No.Description
10.1
Lifecore Biomedical, Inc. Incentive 2026 Stock Incentive Plan
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2026
LIFECORE BIOMEDICAL, INC.
By:/s/ Ryan D. Lake
Ryan D. Lake
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Lifecore Biomedical (LFCR) stockholders approve at the 2026 annual meeting?

Stockholders approved four main items: nine director nominees, KPMG LLP as 2026 auditor, a non-binding advisory say-on-pay vote and the 2026 Stock Incentive Plan authorizing 2,500,000 shares plus certain recycled shares from the 2019 plan.

How many shares are reserved under Lifecore Biomedical’s 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan reserves 2,500,000 shares of common stock, plus additional shares that return from forfeited, expired or canceled awards under the 2019 Stock Incentive Plan after the October 16, 2026 effective date.

When does Lifecore Biomedical’s 2026 Stock Incentive Plan become effective?

The 2026 Stock Incentive Plan becomes effective on October 16, 2026. On that date, the company’s 2019 Stock Incentive Plan expires and future equity awards will be granted under the new 2026 plan instead of the prior plan.

Who was elected to Lifecore Biomedical’s board at the 2026 annual meeting?

Seven directors, including Katrina L. Houde and others, were elected by all stockholders, while Jason Aryeh and Christopher S. Kiper were elected solely by Series A Preferred holders, each to serve until the 2027 annual meeting and until successors qualify.

Did Lifecore Biomedical stockholders approve the say-on-pay proposal in 2026?

Yes. Stockholders approved the non-binding advisory vote on named executive officer compensation, with 22,938,684 votes for, 178,868 votes against, 12,851 abstentions and 10,697,326 broker non-votes recorded on the proposal.

What audit firm will serve Lifecore Biomedical for the year ending December 31, 2026?

KPMG LLP was ratified as Lifecore Biomedical’s independent registered public accounting firm for the year ending December 31, 2026, receiving 33,760,879 votes for, 63,445 votes against and 3,405 abstentions from stockholders.

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