Lifeway Foods (LWAY) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 17, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of April 20, 2026, are eligible to vote, with 15,281,888 shares outstanding, each entitled to one vote per share.

• The Board recommends voting FOR all proposals, including the election of seven directors, ratification of Grant Thornton LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as independent auditor for 2026, and a non-binding advisory vote on executive compensation.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026, and director nominations between February 18 and March 20, 2027.

• The Board entered a Cooperation Agreement with Danone, influencing board nominations and compensation practices.

Board of directors and corporate governance

• The Board will be reduced to seven members, with new independent directors nominated per the Cooperation Agreement with Danone.

• Board leadership transitioned to an independent Chairperson, Dorri McWhorter, in November 2025.

• All committees are composed solely of independent directors, and annual board and committee evaluations are conducted.

• The ACG Committee combines audit and nominating functions, and the Compensation Committee oversees executive pay.

• Director and executive stock ownership policies require holding stock valued at 200% of annual base salary or retainer.