Lifecore Biomedical Inc.
03/05/2026 | Press release | Distributed by Public on 03/05/2026 15:34
Proxy Statement (Form 8-K)
Item 5.08 Shareholder Director Nominations.
On August 1, 2025, the Board of Directors (the "Board") of Lifecore Biomedical, Inc. (the "Company") approved a change in the Company's fiscal year that ended on the last Sunday of May to a fiscal year that corresponds with the calendar year, ending on December 31, effective for the fiscal period beginning May 26, 2025 and ending December 31, 2025. As a result of this change, the Company is filing its periodic reports required under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange Commission ("SEC") in accordance with the requirements of a calendar year reporting company, and also currently intends to align its Annual Meetings of Shareholders and related Definitive Proxy Statements on Schedule 14A with the general approach and timing for calendar year reporting companies. Accordingly, on March 5, 2026, the Board established June 4, 2026 as the date of the Company's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting").
Because of this change, the date of the 2026 Annual Meeting will change by more than 30 days from the anniversary of the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"), which was held on October 29, 2025. Accordingly, the due dates for the submission of any qualified shareholder proposal or qualified shareholder nominations under applicable SEC rules and our Amended and Restated Bylaws (the "Bylaws"), including pursuant to Rule 14a-8 or Rule 14a-18 of the Exchange Act, or otherwise, must be received by the Company no later than March 16, 2026 and must comply with all of the applicable requirements set forth in the rules and regulations under the Exchange Act, the Bylaws and the applicable laws of the State of Delaware. Notices should be sent to the Company's Secretary at the following address: Lifecore Biomedical, Inc., Attn: Secretary, 3515 Lyman Blvd., Chaska, MN 55318.
In addition to complying with this deadline, stockholder nominations or proposals intended to be considered for inclusion in the Company's proxy materials for the 2026 Annual Meeting must also comply with the Bylaws, all applicable rules and regulations promulgated by the SEC under the Exchange Act, including the additional requirements of Rule 14a-19(b) under the Exchange Act, and the applicable laws of the state of Delaware.
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