Highlights ISS concerns around Lifeway's governance, board practices and composition
CHICAGO, Dec. 19, 2025 /PRNewswire/ -- Edward Smolyansky, largest individual shareholder of Lifeway Foods, Inc. (NASDAQ:LWAY), today drew attention to critical governance concerns identified by Institutional Shareholder Services ("ISS") in its recent proxy analysis. Mr. Smolyansky's full letter to the shareholders can be accessed here.
In its report, ISS questioned Lifeway's approach to shareholder and proxy advisor engagement, noting that governance-related discussions were not led by the CEO or any incumbent director, but instead by the Company's Chief of Staff—who is also the spouse of CEO Julie Smolyansky. Despite holding no officer or board position, he acted as the Company's primary representative in matters that typically require direct board-level accountability. ISS further highlighted the lack of transparency surrounding this role, the absence of a clear framework for managing potential conflicts, and the fact that no directors were present to address these concerns.
ISS's proxy analysis noted:
- Engagement with ISS was led by Lifeway's Chief of Staff (also the CEO's spouse) rather than board members. The Chief of Staff described himself as responsible for a broad range of duties but confirmed he had no formal employment agreement, despite significant pay increases over the last two years.
- The board combined CEO and chair roles without strong rationale, later reversed only through a Cooperation Agreement. Additionally, a 2021 major acquisition was executed without formal board approval, raising the question of process lapses.
- Ongoing concerns with executive compensation, low shareholder support for pay proposals and renewal of a poison pill without shareholder vote.
"ISS is effectively asking the question shareholders are now forced to ask," said Smolyansky. "Why is an unelected, non-officer family member serving as Lifeway's primary voice on governance, board independence, and shareholder relations?"
"These aren't just superficial governance issues," Smolyansky said. "They indicate that the company is being run through unofficial power structures, hidden authority, and undisclosed influences—the very problems that governance reforms are supposed to remove, not reinforce."
Shareholders are urged to closely review ISS's findings and consider whether Lifeway's governance structure, as currently practiced, provides credible, independent oversight.
Edward Smolyansky
Key Shareholder, Shareholder Nominee for the Board of Directors
For More Information visit my Linkedin profile www.linkedin.com/in/edward-smolyansky-a2293627a
Important Information
This communication is not a request for a proxy to vote on any matter. Any written solicitation of a proxy by Mr. Smolyansky will be made through the definitive proxy statement (the "Shareholder Proxy Statement"). Lifeway shareholders are urged to read the Shareholder Proxy Statement, including any amendments or supplements thereto, and any other soliciting materials, when they become available as they will contain important information. Shareholders may obtain, free of charge, copies of the Shareholder Proxy Statement at sec.gov.
Participants in the Solicitation
Mr. Smolyansky has notified the Company of his intent to nominate himself and George Sent for election as directors of Lifeway at the 2025 Annual Meeting. Each of them may be deemed to be a participant in any solicitation of proxies by Mr. Smolyansky. Lifeway shareholders can find information regarding Mr. Smolyansky and Mr. Sent, and their respective direct or indirect interests, by security holdings or otherwise, in the Shareholder Proxy Statement and in Mr. Smolyansky's other filings with the SEC, all of which information is incorporated herein by reference.
Contact: Edward Smolyansky, [email protected]
View original content:https://www.prnewswire.com/news-releases/edward-smolyansky-responds-to-iss-board-recommendation-302647013.html
SOURCE Edward and Ludmila Smolyansky