LIFEWAY FOODS, INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2022-01-24 16:02:08 ET LWAY

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Effective January 19, 2022, the board of directors (the "Board") of Lifeway Foods, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Amendment") to, among other things, revise Article II, Section 2.1 to permit a stockholder of the Company to submit proposals for business or nominees to be considered at the annual meeting of stockholders, provided that such stockholder(s) and the nominee(s) satisfy the requirements specified Article II, Section 2.1. The Amendment revises and updates Article III, Section 3.6 and Section 3.14.1, to reduce the number of days required to call a special meeting of the Board from 10 days to 2 days and update the committee requirements with respect to rules of Nasdaq Capital Market or another stock exchange, trading platform or marketplace on which the Company's stock is or becomes listed or traded.

This description of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

On January 19, 2022, the Board established June 9, 2022 as the date of the Company's 2022 annual meeting of stockholders (the "2022 Annual Meeting") and set April 11, 2022 as the record date for determining stockholders who are eligible to receive notice of and vote at the 2022 Annual Meeting. The Company will publish additional details regarding the exact time, location and matters to be voted on at the 2022 Annual Meeting in the Company's proxy statement for the 2022 Annual Meeting. In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), and the Amended and Restated Bylaws (the "Bylaws") of the Company, the deadlines for the receipt of any stockholder proposals and director nominations to be considered at the 2022 Annual Meeting are set forth below.

Rule 14a-8 Proposals Deadline. Any stockholder proposals intended for inclusion in the Company's definitive proxy statement for the 2022 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must be received at the Company's principal executive office on or after February 9, 2022 and not later than the close of business on March 11, 2022 (which the Company believes is a reasonable time before it begins to print and send its proxy materials). Such proposals also need to comply with the Securities and Exchange Commission stockholder proposal rules.

Advance Notice Proposals and Nominations. In addition, any stockholder seeking to nominate a director or to bring other business before the 2022 Annual Meeting outside of Rule 14a-8 under the advance notice provisions included in the Company's Bylaws must provide timely notice, as set forth in the Bylaws. Specifically, written notice of any such proposed business or nomination must be received by our Secretary at our principal executive offices not later than close of business no earlier than the 120th day before prior to the annual meeting, or February 9, 2022, and no later than the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which public announcement of the date of such meeting is first made, or March 11, 2022. Any notice of proposed business or nomination also must comply with the notice and other requirements set forth in our Bylaws and with any applicable law.

Item 9.01 Financial Statements and Exhibits