Lifeway Foods investors Edward and Ludmila Smolyansky are looking to replace the kefir maker’s board in the latest salvo in the long-running row over how the US company is run.
Together, Edward, the brother of Lifeway’s CEO Julie Smolyansky, and their mother Ludmila, exercise voting control with respect to approximately 23.2% of the outstanding shares of the company.
In a statement released yesterday (2 July), the mother-and-son duo said they have submitted a “definitive consent statement” to the US Securities and Exchange Commission (SEC), to replace Lifeway’s board, including CEO Julie, with new nominees “focused on restoring accountability, transparency and long-term shareholder value”.
Edward and Ludmila’s proposal outlines four main steps: gaining shareholder approval to reverse bylaw changes made after 24 March 2023; removing the current board, including the CEO; electing seven new directors skilled in governance, finance, and consumer products; and updating bylaws to block the hiring of the president or CEO’s immediate family members.
The proposals for board removal and director election are interdependent, the duo said.
Just Food has contacted Lifeway for comment.
Edward said: “It is apparent to us that the current board has no intent to engage with us. We believe this consent solicitation is the most direct and effective way to return Lifeway to the people who actually own it.
“The company’s circumstances demand bold, unprecedented action. We must end entrenched, self-serving control and bring in leadership that will act in the best interests of all shareholders.”
Edward filed a preliminary consent statement on 2 June, seeking shareholder approval to elect himself, Ludmila, and five others as directors.
He previously held roles as CFO, COO, director, and controller at Lifeway, while Ludmila is co-founder and former chair.
Edward went on to say tat the board has “repeatedly disregarded shareholder feedback, failed to articulate a credible strategy, and chosen to reward failure”.
The tussle between the Smolyanskys has been ongoing since 2022.
In July last year, Edward and Ludmila demanded the resignations of Julie and most directors, citing underperformance and mismanagement, and filed a preliminary consent statement to unseat the board, including Julie, in August.
In September, Danone, owning over 23% of Lifeway, offered to acquire the remaining shares for $25 each, a 59% premium over the three-month average price.
Lifeway rejected Danone’s offer on 5 November, deeming it undervalued.
The French dairy major, which has held a stake in Lifeway since 1999, increased its bid to $27 per share, supported by Edward and Ludmila, but the Lifeway board turned that down too.
In late December, Danone prepared litigation alleging a breach of a 1999 shareholder agreement after Lifeway granted nearly 300,000 shares to Julie without its consent.
Lifeway contended in January the agreement was void under Illinois state law and in March Danone’s lawsuit was filed in the Circuit Court of Cook County, Illinois.
In March this year, Lifeway announced a counterclaim against Danone, accusing it of a “hostile takeover” at an undervalued price and alleging “predatory actions”.
Later that month, Edward has launched an official campaign to replace the company’s board of directors.
In the first quarter of 2025, the company reported net sales of $46.1m, up 3.3% from the same period in 2024. The company’s net income was $3.5m, up 45.8% year on year. In May, the company announced it was “on track” to achieve $45–50m in adjusted EBITDA for its 2027 financial year.
“Critical investors aim to replace entire Lifeway board ” was originally created and published by Just Food, a GlobalData owned brand.
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