Item 5.02
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Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On January 10, 2019, Paul Lee, a member of the Board of Directors
(the “Board”) of Lifeway Foods, Inc. (“Lifeway”) and the Board’s Audit and Corporate Governance
Committee, notified us of his intention to resign effective January 11, 2019. Mr. Lee did not advise Lifeway or the Board of any
disagreement with the company on any matter relating to its operations, policies, or practices. On January 11, 2019, the Board
appointed George Sent to fill the vacancy on the Board created by the resignation of Mr. Lee.
George Sent, 47, was appointed as a Lifeway director effective
January 11, 2019. Since 2018, Mr. Sent has been a Managing Director at Cascadia Capital focused on client relationships in the
food, beverage, and agricultural sectors. His practice is focused on mergers and acquisitions, recapitalizations, restructurings
and equity private placements. He joined Cascadia Capital from KeyBank Capital Markets, where from 2013 through 2018 he was the
Head of Food & Beverage Mergers and Acquisitions, including sell-side, buy-side and strategic advisory assignments. From 2010
through 2013, Mr. Sent was an Executive Director – Consumer and Investment Retail Banker with Lazard. He also spent three
years as Head of Corporate Finance and Investor Relations at The J.M. Smucker Company, and as an investment banker with Goldman
Sachs.
Mr. Sent holds an undergraduate degree from the University of
Cincinnati, where he graduated in 1993 cum laude and Beta Gamma Sigma. He became a Certified Public Accountant in 2002. He also
earned an M.B.A. from Cornell University in 2001, where he was a Johnson School Finance Fellow. He is on the Advisory Board of
Magic Leap, Inc., and he is also on the Food Science Advisory Council at Cornell University.
Mr. Sent devotes as much time as necessary to Lifeway business
and currently holds no other directorships in any other reporting company.
There are no arrangements or understandings between Mr. Sent
and any other person pursuant to which he was selected as director. There are no relationships between Mr. Sent and Lifeway or
any related person that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Independence, Audit and Corporate Governance Committee Appointment
The Board determined that Mr. Sent qualifies as independent
under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (“SEC”)
and the applicable listing standards of Nasdaq. The Board also determined that Mr. Sent satisfies the financial literacy and other
requirements applicable to audit committee members under the rules of the SEC and Nasdaq and that he qualifies as an “audit
committee financial expert” for purposes of the rules of the SEC.
The Board also approved, effective January 11, 2019, Mr. Sent’s
appointment to the Board’s Audit and Corporate Governance Committee.