Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 15, 2024, with voting on key proposals including board declassification, director elections, auditor ratification, executive compensation, stock plan amendment, advisory vote frequency, and an increase in authorized shares.

• Shareholders of record as of June 21, 2024, are eligible to vote, with separate proxy cards for Common Stock and Series A Preferred Stock holders.

• The board recommends approval of all proposals, including the phased-in declassification of the board and an increase in authorized shares from 50 million to 75 million.

Voting matters and shareholder proposals

• Proposals include declassifying the board, electing four directors (three by all shareholders, one by Series A Preferred holders), ratifying BDO USA, P.C. as auditor, approving executive compensation, amending the 2019 Stock Incentive Plan, setting advisory vote frequency to one year, and increasing authorized common shares.

• Board recommends voting FOR all proposals and 1 YEAR for the frequency of say-on-pay votes.

• Shareholders may submit proposals for the 2024 meeting by deadlines specified in the bylaws.

Board of directors and corporate governance

• The board held 23 meetings in fiscal 2023, with all directors attending at least 75% of meetings.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors except the CEO.

• Board refreshment includes new independent directors and observers, with diversity and experience considered in nominations.

• The board is majority independent, with a non-executive chairperson and regular executive sessions.