UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 2229, 2025

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27446

94-3025618

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS Employer Identification No.)


3515 Lyman Boulevard
Chaska,	Minnesota	55318
(Address of principal executive offices)		(Zip Code)

(952) 368-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

LFCR

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of~~ Holders.

~~Certain~~On ~~Officers;~~October 29, ~~Compensatory~~2025, ~~Arrangements~~Lifecore Biomedical, Inc. (the “Company”) held its 2025 annual meeting of ~~Certain~~stockholders ~~Officers~~(the “Annual Meeting”). As of the close of business on September 2, 2025, the record date for the Annual Meeting (the “Record Date”), there were (i) 37,436,784 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting, (ii) 46,593 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) outstanding, (iii) 46,593 shares of Series A Preferred Stock entitled to vote on the Series A Preferred Directors (as defined below), and (iv) 46,593 shares of Series A Preferred Stock entitled to vote on an as-converted basis (voting together with the holders of shares of Common Stock as one class), subject to the applicable conversion limits, on the other applicable nominees and proposals (representing, on an as-converted basis, the equivalent of 7,131,735 shares of Common Stock). The three proposals presented to the stockholders of the Company at the Annual Meeting were:

~~On September 22, 2025, the Compensation Committee of the Board of Directors~~ (~~the “Compensation Committee”~~1)To ofelect ~~Lifecore~~nine ~~Biomedical,~~directors ~~Inc.~~to ~~(the~~serve ~~“Company”)~~for ~~approved~~ a ~~cash~~term ~~incentive~~expiring ~~pay~~at ~~plan (~~the ~~“CY~~next ~~2025~~succeeding ~~Transition~~annual ~~Period~~meeting ~~Bonus~~of ~~Plan”)~~stockholders ~~for~~or ~~the~~until ~~approximately~~their ~~seven-month~~successors ~~period~~are ~~from~~duly ~~May~~elected ~~26,~~and ~~2025 through December 31~~qualified, ~~2025~~with ~~(“CY~~seven ~~2025~~such ~~Transition~~directors ~~Period”). The CY 2025 Transition Period Bonus Plan was developed and approved~~ to ~~correspond~~be toelected ~~the~~by ~~Company’s~~holders ~~recent change from a fiscal year that ends on the last Sunday~~ of ~~May to a fiscal year that corresponds with~~ the ~~calendar~~Common ~~year,~~Stock ~~ending~~and ~~on December 31 (~~the ~~“Fiscal~~Series ~~Year~~A ~~Change”).~~Preferred ~~The~~Stock, ~~cash~~voting ~~incentive~~together ~~pay~~as ~~plan~~a ~~for~~single ~~the Company’s fiscal year 2026 ending May 31~~class, ~~2026 (the “2026 Bonus Plan”), which the Compensation Committee~~ and ~~the~~two ~~Board~~such ~~approved~~directors ~~prior~~ to ~~the~~be ~~Fiscal~~elected ~~Year~~solely ~~Change~~by ~~and~~holders of the ~~Company~~Series ~~disclosed~~A inPreferred ~~its~~Stock ~~Current Report on Form 8-K filed with~~ (the ~~Securities and Exchange Commission on July 18~~latter, ~~2025, has been terminated and is being replaced by~~ the CY“Series ~~2025~~A ~~Transition~~Preferred ~~Period Bonus Plan~~Directors”).

~~The~~(2)To ~~Compensation~~ratify ~~Committee also approved~~ the ~~cash~~appointment ~~bonus~~of ~~opportunities~~KPMG ~~and~~LLP ~~individual~~as ~~performance objectives under~~ the ~~CY 2025 Transition Period Bonus Plan for each of the~~ Company’s ~~executive~~independent ~~officers:~~registered ~~Paul~~public ~~Josephs,~~accounting ~~President~~firm ~~and~~for ~~Chief~~the ~~Executive~~fiscal ~~Officer;~~year ~~Ryan~~ending D.December ~~Lake~~31, ~~Chief Financial Officer; and Thomas D~~2025. ~~Salus, Chief Legal and Administration Officer.~~

~~Under~~(3)To ~~the~~approve CYa ~~2025 Transition Period Bonus Plan, each executive officer’s cash bonus opportunity is weighted 10% to his individual performance objectives and weighted 10% to four equally~~non-~~weighted~~binding ~~Company~~advisory ~~business~~proposal ~~goals~~approving ~~and~~the ~~objectives.~~compensation ~~Under~~of the ~~CY 2025 Transition Period Bonus Plan, each executive officer~~Company’s ~~cash~~name bonus opportunity is weighted 80% to Company financial performance goals of Adjusted EBITDA and total revenue. Achievement of either Adjusted EBITDA or total revenue at greater than target level would result in increasing bonus relating to that performance goal and achievement of Adjusted EBITDA or total revenue at less than target level would result in decreasing bonus relating to that performance goal based on a matrix of Adjusted EBITDA and total revenue. If the minimum performance for either Adjusted EBITDA or total revenue is not achieved, there will be no bonus with respect to that performance goal. Additionally, no amounts will be earned under the CY 2025 Transition Period Bonus Plan unless minimum Adjusted EBITDA is achieved. The maximum cash bonus that may be earned under the CY 2025 Transition Period Bonus Plan by an executive officer relating to the Company financial performance goals will not exceed 200% of their bonus opportunity at the target level, even if actual performance exceeds the maximum level for Adjusted EBITDA or total revenueofficers.

~~Adjusted~~1. ~~EBITDA~~Stockholders iselected ~~defined as~~ the ~~Company’s~~nine CYdirector ~~2025~~nominees ~~Transition Period earnings before interest, taxes, depreciation~~ and ~~amortization, adjusted to exclude costs not expected to be incurred on a normalized basis consistent with~~ the ~~Company’s~~voting ~~public~~results ~~filings~~were or as determined by the Compensation Committee, such as (a) change in fair value derivatives, (b) financing fees (non-interest), (c) loss on sale or disposal of assets, (d) reorganization costs, (e) restructuring costs, (f) franchise tax equivalent to income tax, (g) contract cancellation costs, (h) loss (income) from discontinued operations, (i) stockholder activist settlement costs, and (j) start-up costs, but including the cost of bonuses under the CY 2025 Transition Period Bonus Plan. Total revenue is defined as the Company’s CY 2025 Transition Period total revenue recognized and determined in accordance with U.S. generally accepted accounting principles.follows:

The Compensation Committee also approved the cash bonus that the Company’s executive officers may earn under the CY 2025 Transition Period Bonus Plan at the target level of achievement as a percentage of their respective base salaries attributable to the CY 2025 Transition Period as follows: Paul Josephs, Ryan D. Lake, and Thomas D. Salus at 100%, 60%, and 50%, respectively. In accordance with his employment agreement dated effective April 14, 2025, Mr. Salus will be paid 125% of any bonus actually earned under the CY 2025 Transition Period Bonus Plan.


Directors Elected by All Stockholders	Votes For	Votes Against	Votes Withheld	Broker Non-Votes
Katrina L. Houde	22,373,264	2,525,413	62,201	10,786,809
Humberto C. Antunes	24,631,549	247,047	82,282	10,786,809
Paul H. Johnson	24,772,580	122,686	65,612	10,786,809
Paul Josephs	24,847,350	47,427	66,101	10,786,809
Matthew E. Korenberg	23,547,887	1,347,390	65,601	10,786,809
Nelson Obus	24,351,643	534,854	74,381	10,786,809
Joshua E. Schechter	22,169,366	2,725,910	65,602	10,786,809

An executive officer must be employed by the Company as of the end of the fiscal year and as of the payment date in order to receive any bonus under the CY 2025 Transition Period Bonus Plan unless otherwise provided in a written agreement between the Company and the executive officer. All payments to the executive officers under the CY 2025 Transition Period Bonus Plan are subject to “clawback” under the Company’s Compensation Recoupment Policy adopted effective October 2, 2023.


Directors Elected by the Series A Preferred Stockholders	Votes For	Votes Against	Votes Withheld	Broker Non-Votes
Jason Aryeh	38,776	—	—	—
Christopher S. Kiper	38,776	—	—	—

As a result of the foregoing voting results, each of the foregoing directors was appointed to the Board of Directors of the Company to serve for a term expiring at the 2026 Annual Meeting and until their successors are duly elected and qualified, with seven such nominees elected by holders of Common Stock and holders of the Series A Preferred Stock, voting together as a single class, and the Series A Preferred Directors elected solely by holders of the Series A Preferred Stock.

2. Stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with votes as follows:


Votes For	Votes Against	Abstain
35,663,643	15,326	68,718

3. 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:


Votes For	Votes Against	Abstain	Broker Non-Votes
24,642,130	238,354	80,394	10,786,809

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~September~~October 2631, 2025


			LIFECORE BIOMEDICAL, INC.


By:			/s/ Ryan D. Lake
			Ryan D. Lake
			Chief Financial Officer

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