lndc-20220120

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): January 20, 2022

LANDEC CORPORATION

(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.)


2811 Airpark Drive
Santa Maria,	California	93455
(Address of principal executive offices)		(Zip Code)

(650) 306-1650

(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	LNDC	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 20, 2022 the Board of Directors (the “Board”) of Landec Corporation (the “Company”) increased the size of the Board to 11 members and elected Ray Diradoorian to serve as a member of the Board, Class 2 Director and member of the Lifecore Focus Committee. Mr. Diradoorian has not had any direct or indirect material interest in any transaction since the beginning of the Company’s last fiscal year, or in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000. In his capacity as a director, Mr. Diradoorian will receive compensation that is consistent with the compensation received by the other members of the Board, including (i) an annual cash retainer of $50,000 for Board service (and an additional amount based on service on any Board committee(s)) paid monthly in advance and (ii) an annual restricted stock unit (“RSU”) award of $90,000 ($30,000 of which was granted as an initial pro-rated grant concurrently with Mr. Diradoorian’s appointment to the Board). A description of the compensation payable to members of the Board is set forth under the heading “Compensation of Directors” in the Company’s Definitive Proxy Statement filed with the United States Securities and Exchange Commission on August 27, 2021 and is incorporated herein by reference.

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: January 24, 2022


			LANDEC CORPORATION


			By:			/s/ John D. Morberg
						John D. Morberg
						Chief Financial Officer

Landec Corporation filed SEC Form 8-K: Leadership Update