Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• Special Meeting scheduled for April 10, 2025, to be held virtually for all stockholders of record as of February 18, 2025.

• Main business is to approve the issuance of common stock underlying Series A Convertible Preferred Stock in excess of 19.99% of outstanding shares, as required by Nasdaq Listing Rule 5635(d).

• Proceeds from the Series A Financing Transaction ($38.75 million) were used for working capital and general corporate purposes.

• Board recommends voting in favor of both the Issuance Proposal and the Adjournment Proposal.

Voting matters and shareholder proposals

• Issuance Proposal seeks approval to remove the Exchange Limit, allowing full conversion of Series A Preferred Stock to common stock.

• Adjournment Proposal allows the meeting to be adjourned to solicit additional proxies if needed.

• Only common stockholders may vote on the Issuance Proposal; both common and Series A Preferred Stockholders (on an as-converted basis) may vote on the Adjournment Proposal.

• Board recommends voting FOR both proposals.

• Stockholders have no appraisal rights in connection with the Issuance Proposal.

Board of directors and corporate governance

• Holders of Series A Preferred Stock, as long as they own at least 30% of originally issued shares, can nominate two directors to the Board.

• Recent cooperation agreements with major investors include board nomination rights and voting commitments through the 2025 Annual Meeting.

• Board composition includes directors nominated by Series A holders and independent directors per cooperation agreements.