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Lifeway Foods has signed a cooperation agreement with Danone North America that will see changes to its board structure and the resolution of ongoing disputes.
Under the agreement, Lifeway will carry out an orderly refreshment of its board of directors. By 30 October 2025, three new independent directors will be appointed, with a fourth to follow by 14 November.
The new members will be selected by Lifeway’s strategic review committee and must be unaffiliated with Danone, the Smolyansky family or current company leadership.
As part of the governance changes, the roles of chair and chief executive officer will be separated. Julie Smolyansky will remain CEO, while an independent director will assume the role of chair no later than 30 October 2025.
Long-serving board members Pol Sikar and Jay Scher are set to step down by the company’s 2025 and 2026 annual meetings, respectively.
Lifeway and Danone have also agreed to stay ongoing litigation related to Danone’s stockholders’ agreement with the company. Danone will waive certain rights under the agreement, including its right to board representation, provided it maintains at least a 5% stake in Lifeway.
In addition, Danone has committed not to support future consent solicitations or shareholder meeting calls by Edward and Ludmila Smolyansky before June 2026, instead backing the board’s recommended candidates.
The cooperation deal also includes provisions for equity-based compensation to Lifeway’s management (excluding Julie Smolyansky and her relatives), and a commitment by Lifeway to file a shelf registration statement by 30 October2025, which would enable Danone to sell its shares in the company if it chooses.
Smolyansky said: "Lifeway has always been about resilience, innovation and community. This agreement allows us to move forward with clarity and stability, while continuing to focus on what matters most: bringing probiotic-rich foods to more families and creating value for our shareholders. We are pleased to have this agreement in place as we enter this next chapter of growth."