[8-K] LIFECORE BIOMEDICAL, INC. DE Reports Material Event

Rhea-AI Filing Summary

Lifecore Biomedical (LFCR) reported the results of its 2025 annual meeting. Stockholders elected nine directors: seven were elected by all stockholders voting together, and two were elected solely by holders of the Series A Convertible Preferred Stock. The director slate received strong support across nominees.

Stockholders also ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2025, with 35,663,643 votes for, 15,326 against, and 68,718 abstentions. In a non-binding advisory vote, executive compensation was approved with 24,642,130 votes for, 238,354 against, 80,394 abstentions, and 10,786,809 broker non-votes.

As of the September 2, 2025 record date, there were 37,436,784 shares of common stock outstanding and entitled to vote. Series A Preferred totaled 46,593 shares, which were entitled to elect two preferred directors and to vote on an as-converted basis representing the equivalent of 7,131,735 common shares on other items, subject to applicable limits.

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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): October 29, 2025

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27446

94-3025618

(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 class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

LFCR

The 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 5.07     Submission of Matters to a Vote of Security Holders.

On October 29, 2025, Lifecore Biomedical, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on September 2, 2025, the record date for the Annual Meeting (the “Record Date”), there were (i) 37,436,784 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) 46,593 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) outstanding, (iii) 46,593 shares of Series A Preferred Stock entitled to vote on the Series A Preferred Directors (as defined below), and (iv) 46,593 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 7,131,735 shares of Common Stock). The three 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 fiscal year ending December 31, 2025.

(3)To approve a non-binding advisory proposal approving the compensation of the Company’s name executive officers.

1. Stockholders elected the nine director nominees and the voting results were as follows:

Directors Elected by All Stockholders						Votes For						Votes Against						Votes Withheld						Broker Non-Votes
Katrina L. Houde						22,373,264						2,525,413						62,201						10,786,809
Humberto C. Antunes						24,631,549						247,047						82,282						10,786,809
Paul H. Johnson						24,772,580						122,686						65,612						10,786,809
Paul Josephs						24,847,350						47,427						66,101						10,786,809
Matthew E. Korenberg						23,547,887						1,347,390						65,601						10,786,809
Nelson Obus						24,351,643						534,854						74,381						10,786,809
Joshua E. Schechter						22,169,366						2,725,910						65,602						10,786,809

Directors Elected by the Series A Preferred Stockholders						Votes For						Votes Against						Votes Withheld						Broker Non-Votes
Jason Aryeh						38,776						—						—						—
Christopher S. Kiper						38,776						—						—						—

As a result of the foregoing voting results, each of the foregoing directors was appointed to the Board of Directors of the Company to serve for a term expiring at the 2026 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 fiscal year ending December 31, 2025, with votes as follows:

Votes For						Votes Against						Abstain
35,663,643						15,326						68,718

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 For						Votes Against						Abstain						Broker Non-Votes
24,642,130						238,354						80,394						10,786,809

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: October 31, 2025

			LIFECORE BIOMEDICAL, INC.
By:			/s/ Ryan D. Lake
			Ryan D. Lake
			Chief Financial Officer

FAQ

What did LFCR stockholders approve at the 2025 annual meeting?

They elected nine directors, ratified KPMG LLP as auditor for 2025, and approved a non-binding advisory vote on executive compensation.

How did the auditor ratification vote for LFCR turn out?

KPMG LLP was ratified with 35,663,643 votes for, 15,326 against, and 68,718 abstentions.

What were the results of LFCR’s say-on-pay vote?

Executive compensation was approved with 24,642,130 votes for, 238,354 against, 80,394 abstentions, and 10,786,809 broker non-votes.

How were directors elected at LFCR’s 2025 meeting?

Seven directors were elected by all stockholders voting together; two were elected solely by holders of the Series A Preferred Stock.

What was LFCR’s voting power at the record date?

There were 37,436,784 common shares outstanding and 46,593 Series A Preferred shares, which could vote on an as-converted basis equivalent to 7,131,735 common shares on applicable items.

Who are the Series A Preferred Directors elected at LFCR?

Jason Aryeh and Christopher S. Kiper were elected by the Series A Preferred stockholders.