LIFEWAY FOODS, INC. (NASDAQ:LWAY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 16, 2017, the Companys Board of Directors voted to expand
the Board to nine members and appointed Mariano Lozano to fill
one of the two newly created Board positions. The other remains
vacant.
Mr. Lozano served as a director of the Company from March 2015
until June 2017. He is an Argentine citizen and was appointed
Chief Operating Officer of Danones Dairy World Business Unit
(outside of North America) effective April 12, 2017. He
previously served as President and CEO of the Dannon Company,
Inc., from January 2014 through April 2017. From March 2009 to
December 2013, Mr. Lozano was General Manager of DANONE Brazil.
Mr. Lozano holds an Industrial Engineer Diploma from the
University of Buenos Aires, Argentina and brings deep industry
experience. Mr. Lozano currently holds no other directorships in
any other reporting company.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
The Companys Amended and Restated Bylaws were approved and
adopted by the Companys board of directors on June 16, 2017, to
be effective immediately.
A copy of the Companys Amended and Restated Bylaws is attached as
Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 16, 2017, at the annual meeting of the stockholders of
the Company (the Annual Meeting), the Company submitted two
matters to a vote of securities holders. Proxies for the Annual
Meeting were solicited 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 managements nominees as listed in the proxy statement. All of
managements nominees were elected to the Board. Details of the
voting are provided below:
Proposal 1:
To elect the persons named below to the Companys Board of
Directors to one-year terms expiring at the next Annual Meeting
of stockholders (or until successors are elected or directors
resign or are removed).
| Votes For | Votes Withheld | Broker Non-Votes | |
| Ludmila Smolyansky | 10,483,922 | 319,855 | 1,043,008 |
| Julie Smolyansky | 10,558,790 | 244,987 | 1,043,008 |
| Edward Smolyansky | 10,488,142 | 315,635 | 1,043,008 |
| Pol Sikar | 9,663,275 | 1,140,502 | 1,043,008 |
| Renzo Bernardi | 10,576,806 | 226,971 | 1,043,008 |
| Paul Lee | 9,304,555 | 1,499,222 | 1,043,008 |
| Jason Scher | 9,304,555 | 1,499,222 | 1,043,008 |
Proposal 2:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |
|
To ratify the appointment of Mayer Hoffman McCann P.C. as our independent auditors for the fiscal year ending December 31, 2017 |
11,685,647 | 145,427 | 15,711 |
Item 9.01 Financial Statements and Exhibits.
EXHIBITS
| 3.1 | Amended and Restated Bylaws. |
LIFEWAY FOODS INC ExhibitEX-3.1 2 lifeway_ex0301.htm AMENDED AND RESTATED BY-LAWS Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF LIFEWAY FOODS,…To view the full exhibit click here About LIFEWAY FOODS, INC. (NASDAQ:LWAY)
Lifeway Foods, Inc. (Lifeway) is engaged in the manufacturing of probiotic, cultured, functional dairy health food products. The Company is engaged in the sale of fermented dairy products, which are produced and are sold to consumers through a network of distributors and retailers in the United States. Through its distributors, the Company also sells its products to retailers in Mexico, Costa Rica, Dubai, Hong Kong, China and the Caribbean. The Company’s primary product is kefir, a dairy beverage similar to but distinct from yogurt, in various flavors and in various package configurations. In addition to the drinkable products, Lifeway manufactures Lifeway Farmer Cheese, a line of various farmer cheeses. Kefir also serves as a base for lower-calorie dressings, dips, marinades, soups or sauces and as a basic ingredient in other home-prepared foods. Recipes are made available through the Company’s Website. The Company also markets and sells its ProBugs line of drinkable kefir.
