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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): December 29, 2025
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, no par value | LWAY | The Nasdaq Stock Market |
| Preferred Stock Purchase Rights | None | The Nasdaq Stock 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.
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Lifeway Foods, Inc. (the “Company”) was held on December 29, 2025. There were 15,228,763 shares of common stock outstanding and entitled to vote at the Annual Meeting and 12,441,533 shares of common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. First Coast Results, Inc., the independent inspector of elections for the 2025 Annual Meeting, provided a final voting report on December 30, 2025, certifying the following results.
Proposal 1:
According to the tabulation of voting results, the following is a record of votes cast with respect to the election of Kirk Chartier, Juan Carlos Dalto, Rachel Drori, Andee Harris, Susie Hultquist, Dorri McWhorter, Jason Scher and Julie Smolyansky, to serve until the 2026 Annual Meeting of the Company’s shareholders (or until successors are elected and qualified):
| FOR | WITHHOLD | BROKER NON-VOTES | |
| Board of Directors’ Nominees | |||
| Kirk Chartier | 8,947,067 | 3,442,164 | 0 |
| Juan Carlos Dalto | 8,862,987 | 3,526,244 | 0 |
| Rachel Drori | 8,947,911 | 3,441,319 | 0 |
| Andee Harris | 8,947,751 | 3,441,480 | 0 |
| Susie Hultquist | 8,947,871 | 3,441,360 | 0 |
| Dorri McWhorter | 8,588,825 | 3,800,405 | 0 |
| Jason Scher | 8,582,061 | 3,807,170 | 0 |
| Julie Smolyansky | 8,836,589 | 3,552,642 | 0 |
| Opposition Nominees | |||
| George Sent | 3,435,783 | 8,983,447 | 0 |
| Edward Smolyansky | 3,435,344 | 8,953,886 | 0 |
| 2 |
Proposal 2:
According to the tabulation of voting results, the shareholders did not approve and adopt amendments to the Company’s Articles of Incorporation to provide for:
(a) the amendment and restatement of the Company’s Articles of Incorporation to effectuate ministerial changes and to provide for director exculpation
| FOR: | 8,700,709 |
| AGAINST: | 123,072 |
| ABSTAIN: | 3,593,949 |
| BROKER NON-VOTES: | 23,803 |
(b) director indemnification and expense advancement
| FOR: | 8,696,518 |
| AGAINST: | 131,248 |
| ABSTAIN: | 3,590,140 |
| BROKER NON-VOTES: | 23,803 |
Proposal 3:
According to the tabulation of voting results, the shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending December 31, 2025:
| FOR: | 9,021,417 |
| AGAINST: | 69,580 |
| ABSTAIN: | 3,350,536 |
| BROKER NON-VOTES: | 0 |
| 3 |
Proposal 4:
According to the tabulation of voting results, the shareholders approved, on a nonbinding advisory basis, executive compensation.
| FOR: | 6,590,702 |
| AGAINST: | 5,781,223 |
| ABSTAIN: | 45,805 |
| BROKER NON-VOTES: | 23,803 |
Proposal 5:
According to the tabulation of voting results, the shareholders selected, on a non-binding advisory basis, a 1 year frequency of holding the say-on-executive compensation vote.
| 1 YEAR: | 12,221,140 |
| 2 YEARS: | 45,021 |
| 3 YEARS: | 114,710 |
| ABSTAIN: | 36,589 |
Proposal 6:
According to the tabulation of voting results, the shareholders did not approve the shareholder proposal to form a committee of the board to conduct reviews of the Company’s management, the Company’s strategic plan and the Company’s strategic alternatives.
| FOR: | 3,619,138 |
| AGAINST: | 8,520,935 |
| ABSTAIN: | 277,657 |
| BROKER NON-VOTES: | 23,803 |
In accordance with the expressed preference of our shareholders reflected in the nonbinding advisory vote for Proposal 5 and the recommendation of the Board, the Board have determined that we will include a nonbinding advisory shareholder vote on executive compensation of our named executive officers in our proxy materials on an annual basis until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our annual meeting of stockholders in 2031.
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SIGNATURES
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: December 30, 2025 | By: | /s/ Julie Smolyansky | |
| Name: Julie Smolyansky | |||
| Title: Chief Executive Officer and Secretary | |||
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