Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• The 2023 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 amendments, and an increase in authorized shares.

• Shareholders of record as of June 21, 2024, are eligible to vote, with both Common Stock and Series A Preferred Stock holders participating according to specific voting rights.

• The Board recommends approval of all proposals, emphasizing alignment with governance best practices and shareholder interests.

Voting matters and shareholder proposals

• Proposals include declassifying the board, electing directors, ratifying BDO USA, P.C. as auditor, approving executive compensation, amending the 2019 Stock Incentive Plan, setting say-on-pay vote frequency, and increasing authorized common shares.

• Board recommends annual say-on-pay votes and supports all director nominees, including a Series A Preferred Director.

• Shareholders may submit proposals for the 2024 meeting by following specific advance notice and SEC rules.

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, Nominating/Governance) are composed entirely of independent directors, except for the CEO.

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

• The board is transitioning to a non-executive chairperson model, with Ms. Houde to serve as chair after the meeting.