Independent
Tenure on this board
6.8 yrs
9 nominees · 4 ballot items.
Election of nine directors (seven by common and Series A preferred stockholders, two by Series A preferred only); ratification of KPMG LLP as independent auditor; advisory approval of named executive officer compensation (say-on-pay); approval of the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan.
Elect nine directors to serve until the next annual meeting: seven elected by holders of Common Stock and Series A Preferred Stock voting together and two elected solely by holders of Series A Preferred Stock (Series A Preferred Directors).
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The non-binding advisory proposal asks shareholders to ratify the Company’s executive compensation for the 2025 transition period, as disclosed in the CD&A and compensation tables. Management frames the program as pay-for-performance, with emphasis on long-term equity awards (RSUs and PSUs), an annual cash incentive (Transition Period Bonus Plan) weighted toward Adjusted EBITDA and revenue, and robust governance including clawback policy and stock ownership guidelines. The Board recommends a “FOR” vote, stating it will consider the advisory vote outcome in future compensation decisions. The proposal is advisory only and does not directly change compensation but signals shareholder support or concern; given recent strong prior say-on-pay results and detailed compensation governance, management expects favorable support.
Approve the Lifecore Biomedical, Inc. 2026 Stock Incentive Plan to replace the 2019 Plan and reserve up to 2,500,000 new shares for issuance under the plan with various governance features.
The proposal seeks stockholder approval of a new 2026 Stock Incentive Plan that reserves up to 2.5 million new shares (plus returned shares from the 2019 Plan) to replace the expiring 2019 Plan, maintaining equity compensation to attract, retain and incentivize employees and directors. Management explains the share count rationale, anticipates the reserve will support two years of awards based on historic burn rates, and highlights governance protections including independent administration, no liberal share recycling, minimum vesting, no repricing without approval, director grant limits, and clawback provisions. The Board recommends a FOR vote citing necessity to maintain competitive equity-based compensation and limit dilution relative to the 2019 Plan.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WYNNEFIELD CAPITAL INC | 12.54% | 4,703,216 | $17M |
| 2 | Legion Partners Asset Management, LLCActivist | 11.90% | 4,461,823 | $17M |
| 3 | Greenhaven Road Investment Management, L.P. | 9.43% | 3,537,573 | $13M |
| 4 | 325 CAPITAL LLC | 5.77% | 2,162,466 | $8M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.44% | 1,290,136 | $5M |
| 6 | BlackRock, Inc. | 2.55% | 956,277 | $4M |
| 7 | GRIZZLYROCK CAPITAL, LLC | 2.21% | 827,488 | $3M |
| 8 | BlackRock, Inc. | 1.99% | 744,608 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.85% | 694,778 | $3M |
| 10 | STATE STREET CORP | 1.71% | 642,006 | $2M |
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