Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on October 29, 2025, with voting on director elections, auditor ratification, and executive compensation proposals.

• Stockholders of record as of September 2, 2025, are eligible to vote, with separate proxy cards for Common Stock and Series A Preferred Stock holders.

• The Board recommends voting for all director nominees, the ratification of KPMG LLP as auditor, and approval of executive compensation.

• A change in fiscal year to December 31 was approved, impacting the timing of the 2026 Annual Meeting.

Voting matters and shareholder proposals

• Nine directors are up for election: seven by all stockholders and two by Series A Preferred Stock holders only.

• Proposals include ratification of KPMG LLP as auditor and a non-binding advisory vote on executive compensation.

• Stockholders may submit proposals for the 2026 meeting, with deadlines adjusted due to the fiscal year change.

Board of directors and corporate governance

• The Board consists of nine members, with a majority deemed independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The Board regularly assesses its composition for diversity, skills, and experience, and has adopted robust governance policies and a Code of Ethics.

• Recent cooperation agreements led to the appointment and nomination of several directors.