Lifeway Foods Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 5.02. | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2025, the Board of Directors (the “Board”) of Lifeway Foods, Inc., an Illinois corporation (the “Company”), appointed Andee Harris and Rachel Drori (the “New Directors”) to serve as directors until the next annual meeting of stockholders of the Company or their earlier resignation or removal.
The Board has appointed Ms. Harris to serve as a member of the Audit and Corporate Governance Committee of the Board.
The New Directors will receive compensation for service to the Board in accordance with the non-employee director compensation program paid by the Company to all non-employee directors.
There are no arrangements or understandings between either of the New Directors and any other person pursuant to which each New Director was selected as director. There are no family or other relationships between either of the New Directors and the Company or any related person that would require disclosure pursuant to Item 404(a) of Regulation S-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the appointments discussed under Item 5.02 above, on October 29, 2025, the Board approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “By-laws”), effective immediately, which provides for a range of Board size of between five (5) and ten (10) directors, which number within that range shall be set from time to time by resolution of the Board. The Board has set the size of the Board at eight (8) directors.
The foregoing description of the Amendment is qualified by the full text of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Second Amended and Restated Bylaws of Lifeway Foods, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||||||
| Date: November 4, 2025 | By: | /s/ Eric Hanson | ||||
| Name: | Eric Hanson |
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| Title: | Chief Financial Officer |
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