LIFECORE BIOMEDICAL INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To elect four non-Series A Preferred Director, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting stockholders and until their successors are duly elected and qualified: Humberto Antunes

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Humberto Antunes”): 23,712,493 for, 124,501 against, per its Form 8-K filed November 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 32 asset managers below reported 2,029,069 for.

Showing the 25 largest of 32 asset managers. See all 32 in the interactive database.

Description as filed by funds: To elect four non-Series A Preferred Director, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting stockholders and until their successors are duly elected and qualified: Katrina L. Houde

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Katrina Houde”): 20,973,514 for, 2,827,981 against, per its Form 8-K filed November 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 32 asset managers below reported 1,471,658 for, 557,411 against.

Showing the 25 largest of 32 asset managers. See all 32 in the interactive database.

Description as filed by funds: To elect four non-Series A Preferred Director, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting stockholders and until their successors are duly elected and qualified: Matthew Korenberg

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Matthew Korenberg”): 23,645,673 for, 191,321 against, per its Form 8-K filed November 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 32 asset managers below reported 2,029,069 for.

Showing the 25 largest of 32 asset managers. See all 32 in the interactive database.

Description as filed by funds: To elect four non-Series A Preferred Director, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting stockholders and until their successors are duly elected and qualified: Nelson Obus

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Nelson Obus”): 21,721,070 for, 2,115,224 against, per its Form 8-K filed November 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 32 asset managers below reported 1,632,008 for, 397,061 against.

Showing the 25 largest of 32 asset managers. See all 32 in the interactive database.

Description as filed by funds: To elect three non-Series A Preferred Directors, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified: Joshua E. Schechter

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Joshua E. Schechter”): 20,771,379 for, 919,721 against, per its Form 8-K filed August 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,358,723 for, 67,421 against.

Description as filed by funds: To elect three non-Series A Preferred Directors, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified: Paul Josephs

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Paul Josephs”): 21,583,747 for, 82,517 against, per its Form 8-K filed August 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,426,144 for.

Description as filed by funds: To elect three non-Series A Preferred Directors, as described in the Proxy Statement, for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified: Raymond Diradoorian

LIFECORE BIOMEDICAL INC.’s own tally for this item (“Elect Director: Raymond Diradoorian”): 21,156,969 for, 534,131 against, per its Form 8-K filed August 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,399,601 for, 26,543 against.

Description as filed by funds: To approve the amendment of Article VI of the Amended and Restated Certificate of Incorporation of Lifecore Biomedical, Inc., as amended (the "Charter"), to provide for the phased in declassification of the Board of Directors.

The 11 asset managers below reported 1,426,033 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: For purposes of complying with Nasdaq Listing Rule 5635(d), to approve the issuance of shares of our common stock ("Common Stock") underlying shares of Series A Preferred Stock, par value $0.001 per share, of the Company (the "Series A Preferred Stock") issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated January 9, 2023, by and among the Company and the investors named therein, in an amount in excess of 19.99% of the number of shares of Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (the "Issuance Proposal").

The 26 asset managers below reported 2,306,423 for, 19,718 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 26 asset managers. See all 26 in the interactive database.

Description as filed by funds: TO APPROVE THE AMENDMENT OF ARTICLE VI OF THE CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

LIFECORE BIOMEDICAL INC.’s own tally for this item (“7. Amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock”): 26,647,770 for, 2,676,222 against — passed, per its Form 8-K filed August 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock was approved, with votes as follows: Holders of Common Stock and Series A Preferred Stock voting as a single class:”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,426,144 for.

Description as filed by funds: FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), TO APPROVE THE ISSUANCE OF SHARES OF OUR COMMON STOCK UNDERLYING SHARES OF SERIES A PREFERRED STOCK, PAR VALUE $0.001 PER SHARE, OF THE COMPANY ISSUED BY THE COMPANY PURSUANT TO THE TERMS OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED JANUARY 9, 2023, BY AND AMONG THE COMPANY AND THE INVESTORS NAMED THEREIN, IN AN AMOUNT IN EXCESS OF 19.99% OF THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING IMMEDIATELY PRIOR TO THE ISSUANCE OF SUCH SERIES A PREFERRED STOCK.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 7 managers: 725,959 for.

Institutional-manager reports, all 1 managers: 4,431,823 for.

Description as filed by funds: TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE ISSUANCE PROPOSAL.

LIFECORE BIOMEDICAL INC.’s own tally for this item (“2. The Adjournment Proposal, with votes as follows”): 28,882,501 for, 464,086 against — passed, per its Form 8-K filed April 10, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: Stockholders approved the Adjournment Proposal, with votes as follows.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 3,030,260 for, 21,840 against.

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

Description as filed by funds: TO APPROVE AN AMENDMENT TO THE COMPANY'S 2019 STOCK INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER BY 300,000 SHARES OF COMMON STOCK.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 12 managers: 1,320,232 for, 105,912 against.

Institutional-manager reports, all 1 managers: 2,940,340 for.

Description as filed by funds: To approve a non-binding advisory proposal on the compensation of the Company's named executive officers, as described in the Proxy Statement.

LIFECORE BIOMEDICAL INC.’s own tally for this item (“3. The compensation paid to the Company's named executive officers (in the form of a non-binding, advisory vote), with votes”): 23,645,284 for, 163,003 against — passed, per its Form 8-K filed November 8, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the compensation paid to the Company's named executive officers (in the form of a non-binding, advisory vote), with votes as follows:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 31 managers: 2,015,715 for, 2,198 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 67 managers: 16,612,916 for, 311,530 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON THE EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE PROXY STATEMENT.

LIFECORE BIOMEDICAL INC.’s own tally for this item (“4. The compensation paid to the Company's named executive officers (in the form of a non-binding, advisory vote), with votes”): 21,573,480 for, 112,769 against — passed, per its Form 8-K filed August 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the compensation paid to the Company's named executive officers (in the form of a non-binding, advisory vote), with votes as follows:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 12 managers: 1,426,144 for.

Institutional-manager reports, all 48 managers: 6,610,039 for, 28 against, 2,940,340 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 12 managers: 1,426,144 1 year.

Institutional-manager reports, all 45 managers: 2,444,203 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 25, 2025.

LIFECORE BIOMEDICAL INC.’s own tally for this item (“2. The appointment of BDO USA, P.C”): 31,279,291 for, 29,609 against — passed, per its Form 8-K filed November 8, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 25, 2025, with votes as follows:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 32 asset managers below reported 2,029,069 for.

Showing the 25 largest of 32 asset managers. See all 32 in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 26, 2024.

LIFECORE BIOMEDICAL INC.’s own tally for this item (“3. The appointment of BDO USA, P.C”): 29,200,561 for, 143,197 against — passed, per its Form 8-K filed August 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 26, 2024, with votes as follows:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,426,144 for.