Current Report Filing (8-k)
16 Junio 2023 - 9:00AM
Edgar (US Regulatory)
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0000814586
2023-06-15
2023-06-15
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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): June 15,
2023
LIFEWAY FOODS, INC.
(Exact name of registrant as specified in its charter)
| ILLINOIS |
|
000-17363 |
|
36-3442829 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 6431
Oakton St. Morton
Grove, IL |
|
60053 |
| (Address of principal executive
offices) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (847) 967-1010
N/A
(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 communications 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 |
LWAY |
Nasdaq |
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 June 15, 2023, at
annual meeting of stockholders (the “Annual Meeting”) of Lifeway Foods, Inc. (the “Company”), we submitted three
matters to a vote of securities holders. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended. The persons named as proxies on the proxy card voted in the manner indicated on the submitted proxy
card and there was no solicitation of proxies in opposition to the nominees as listed in the proxy statement. All of the nominees were
elected to the Board. Details of the voting are provided below:
Proposal 1:
To
elect eight (8) members of the Company's Board of Directors to serve until the 2023 Annual Meeting of Shareholders (or until successors
are elected and qualified).
| NOMINEE |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
| Juan Carlos Dalto |
11,312,811 |
975,255 |
62,283 |
1,170,152 |
| Jody Levy |
11,122,552 |
923,316 |
304,481 |
1,170,152 |
| Dorri McWhorter |
11,053,680 |
975,223 |
321,446 |
1,170,152 |
| Perfecto Sanchez |
11,313,111 |
974,955 |
62,283 |
1,170,152 |
| Jason Scher |
11,068,495 |
975,421 |
306,433 |
1,170,152 |
| Pol Sikar |
11,286,528 |
1,000,477 |
63,344 |
1,170,152 |
| Julie Smolyansky |
11,212,715 |
1,074,563 |
63,071 |
1,170,152 |
| Ludmila Smolyansky |
11,775,547 |
559,260 |
15,542 |
1,170,152 |
Proposal 2:
To ratify Grant Thornton LLP as
the Company’s independent auditor for fiscal year 2023.
| FOR: |
12,678,569 |
| AGAINST: |
836,700 |
| ABSTAIN: |
5,232 |
| BROKER NON-VOTES: |
0 |
Proposal 3:
To approve,
by non-binding advisory vote, executive compensation.
| FOR: |
6,768,946 |
| AGAINST: |
5,285,597 |
| ABSTAIN: |
295,806 |
| BROKER NON-VOTES: |
1,170,152 |
Item 8.01. Other Events.
On June 16, 2023, the Company issued a press release (the “Press
Release”) about the results of the Annual Meeting and other matters. The Press Release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
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.
| |
LIFEWAY FOODS, INC.
|
|
| Dated: June 16, 2023 |
By: |
/s/ Julie Smolyansky |
|
| |
|
Name: Julie Smolyansky
Title: Chief Executive Officer and Secretary |
|
| |
|
|
|
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