Edward Smolyansky, a shareholder in US-based kefir producer Lifeway Foods, is seeking a representation on the company’s board as he presses for a reshuffle.
Smolyansky, the brother of Lifeway Foods’ CEO Julie Smolyansky, has filed a proxy statement with the US Securities and Exchange Commission (SEC) nominating himself and George Sent as director candidates ahead of the annual general meeting in December.
“The filing continues the effort toward comprehensive board change to finally end the long-running governance failures, value destruction, and entrenched leadership practices that have plagued the company at the expense of its shareholders,” it read.
“The action seeks to replace those legacy directors most responsible for the prior board’s lack of accountability and deference to management, thereby paving a clear path for a new independent board toward long-term value creation for the company.”
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In the SEC document, Mr. Smolyansky is also urging, via a “non-binding” shareholder proposal, to establish a special committee consisting solely of independent directors appointed or elected after 30 September.
The committee would evaluate Lifeway’s executive leadership, “strategic” plan and alternatives, the filing read.
Smolyansky said the company, which was part of a takeover proposal from French dairy giant Danone, has failed to disclose completion of its earlier commitment to add two new independent directors and has not set a definitive date for the 2025 annual meeting.
He called the upcoming December meeting a “pivotal” moment for the company’s “long-term” viability.
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By GlobalData“Lifeway’s shareholders deserve an independent, transparent and accountable board of directors,” Mr. Smolyansky said.
“The pattern of governance failures outlined in our preliminary proxy statement, including the mishandling of the Danone proposal, insider-driven decisions and entrenchment tactics, has damaged shareholder value and destabilised the company. Our nominees bring independence, experience, integrity and the institutional knowledge required to restore confidence and guide Lifeway forward.”
Shareholders will receive the definitive proxy materials once available.
The proxy fight follows Smolyansky’s recent criticism of Lifeway’s decision to extend its shareholder rights plan for one year to 29 October 2026.
Mr. Smolyansky described the extension as a “shield for management” and the “most brazen example of board and management entrenchment”.
At the time, he added: “Julie Smolyansky and the current board appear so paranoid about losing even de-facto control that they’ve effectively moved to block anyone – Danone or any other investor – from accumulating a meaningful stake.”
However, the company said the extension was justified by its “highly concentrated share ownership”. It also stressed that the move was not in response to any specific takeover offer.
Mr. Smolyansky and his mother Ludmila together own just over a quarter of the company, while Danone holds just under 23%.
Lifeway has rejected the takeover approaches from Danone. The dairy major had offered $25 per share in September 2024 and raised the bid to $27 per share two months later.
Lifeway, whose portfolio also includes cheeses and the ProBugs children’s line, turned down both offers deeming they undervalued the business.
The latest developments continue a year of family and shareholder tension.
In July, Edward and Ludmila Smolyansky filed a definitive consent statement seeking to replace the entire board, including Julie Smolyansky, with nominees “focused on restoring accountability, transparency and long-term shareholder value”.
Danone initially said it was evaluating whether to back that consent solicitation after dropping its takeover bid.
On 30 September, however, Lifeway announced a multi-faceted agreement with Danone.
Under the agreement, the company committed to “refresh” its board with four new directors, and separate the roles of chair and CEO.
Lifeway and Danone also agreed to “stay” litigation between the parties over an earlier share award to Julie Smolyansky.
In exchange, Danone agreed not to support any board-replacement effort before the end of June 2026.
