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): April 27, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
| | ||||||||
| (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 | ||||||
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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Lifecore Biomedical, Inc. (the “Company”) has adopted an Executive Change in Control Severance Plan (the “Plan”), which became effective on July 23, 2020. The Compensation Committee of the Board of Directors of the Company is the “Administrator” of the Plan. On April 27, 2023, the Compensation Committee amended and restated Section 13.3 of the Plan so that the Plan would not automatically terminate on July 23, 2023.
The amendment to the Plan is qualified in its entirety by reference to the complete text of the amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | ||||||||||||||||
| 10.1 | |||||||||||||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||||||||||||||
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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: May 2, 2023
| Lifecore Biomedical, Inc. | ||||||||
| By: | /s/ John D. Morberg | |||||||
| John D. Morberg | ||||||||
| Chief Financial Officer | ||||||||
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EXHIBIT 10.1
Amendment dated April 27, 2023 to the
Lifecore Biomedical, Inc. (f/k/a Landec Corporation)
Executive Change in Control Severance Plan
Lifecore Biomedical, Inc. (f/k/a Landec Corporation)
Executive Change in Control Severance Plan
Effective April 27, 2023, Section 13.3 of the Plan was amended and restated in its entirety to read:
13.3 Termination and Amendment of Plan. The Administrator has the right to amend, suspend, or terminate the Plan at any time, subject to the terms of this Section 13.3. On or after a Change in Control, no amendment, modification, suspension, or termination that reduces the benefits to which a Participant is entitled under the Plan will apply to an employee who, at the time the amendment, suspension or termination is adopted, is then a Participant without his or her express written consent. Notwithstanding the foregoing, the Administrator may amend the Plan at any time to the extent necessary to comply with Section 409A, provided that, to the extent possible, such amendment does not reduce the benefits of an employee who is then a Participant.