UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 16, 2020
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) | |||
(847) 967-1010
(Registrant’s telephone number, including area code)
(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 | LWAY | Nasdaq |
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 any 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. |
On October 16, 2020, at Lifeway’s annual meeting of stockholders (the “Annual Meeting”), we submitted two matters to a vote of securities holders. Proxies for the Annual Meeting were solicited pursuant 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 management’s nominees as listed in the proxy statement. All of management’s nominees were elected to the Board. Details of the voting are provided below:
Proposal 1:
To elect eight (8) members of the Company's 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).
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTES |
| Renzo Bernardi | 8,700,716 | 1,055,880 | 2,039,646 |
| Jody Levy | 9,686,947 | 69,649 | 2,039,646 |
| Dorri McWhorter | 9,685,127 | 71,469 | 2,039,646 |
| Jason Scher | 8,934,404 | 822,192 | 2,039,646 |
| Pol Sikar | 9,207,919 | 548,677 | 2,039,646 |
| Edward Smolyansky | 9,516,969 | 239,627 | 2,039,646 |
| Julie Smolyansky | 9,675,503 | 81,093 | 2,039,646 |
| Ludmila Smolyansky | 9,524,879 | 231,717 | 2,039,646 |
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 next fiscal year. | 11,714,186 | 45,517 | 36,539 | 0 |
SIGNATURE
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.
Dated: October 21, 2020
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LIFEWAY FOODS, INC.
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| By: | /s/ Julie Smolyansky | |||
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Name: Julie Smolyansky Title: Chief Executive Officer and Secretary |
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