Lifecore Biomedical, Inc. (LFCR) 2011年年度報告「NASDAQ」.pdf

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1、Smart Polymers to Fuel Innovation2011 Landec Annual ReportLandec Corporation 2011 Annual ReportLandec customizes its polymer solutions for specific product applications by utilizing one or more of the prop-erties inherent in Landecs proprietary polymers,such as controlled release,temperature activat

2、ion and viscosity modification properties,in order to deliver unique product performance and functionality for unmet market needs.Landecs wholly-owned subsidiary,Apio,has utilized Landecs BreatheWay packaging technology to become the leader in fresh-cut specialty vegetables through its Eat Smart bra

3、nd.During fiscal year 2011,Apio continued to fuel growth by launching innovative packaged vegetable products directly to its retail and club store customers and packaged fruit products through its partnership with Chiquita Brands International,Inc.Landecs subsidiary,Lifecore Biomedical,is a premium

4、provider of sodium hyaluronate(NaHy)for medical applications with a leadership position in ophthalmology.During its first full fiscal year within the Landec family since being acquired in April 2010,Lifecore exceeded growth expectations by adding manufacturing capacity and expanding business with ne

5、w and existing customers.Through Landecs Licensing Partnerships business,the company is continuing to develop and commercialize new polymer coatings and additives for personal care,agricultural and medical applications.During fiscal year 2012,Landec will continue to focus on three primary growth dri

6、vers:(1)investing in the growth of Lifecore Biomedical to expand its customer base and introduce new products,(2)expanding the food packaging technology business,and(3)building licensing revenues through existing and new partners.Landec is a materials science company leveraging its proprietary polym

7、er technologies to develop and commercialize differentiated products within biomedical and bioagri-cultural markets.Landec Corporation 2011 Annual ReportFor FY2011,Landec revenues increased 16%to$277mm from$238mm in FY2010.The$39mm increase in revenues was primarily due to a$31mm increase in rev-enu

8、es from Lifecore,acquired on April 30,2010,and from an$8mm increase in revenues from Apios export trading and packaging technology businesses.Landecs adjusted net income in FY2011 increased by 13%to$8.7mm from adjusted net income of$7.7mm in FY2010.Lifecores contribution to pre-tax net income for FY

9、2011 was$7.3mm,while Apios contribution to pre-tax net income was negatively impacted by$5mm in weather-related increased costs for produce sourcing.On February 15,2011,Landec completed a$15mm strategic investment in Windset Farms,a market leader in hydroponically grown green-house products and a li

10、censing partner of Landecs BreatheWay technology.1Landec CorporationPatented Polymer ApplicationsBiomedical ProductsPersonal Care AdditivesFood PackagingSeed CoatingsRevenues$277mmYOY Revenue Growth16%YOY EBITDA Growth27%EPS*$0.33Cash&Investments$36mmEmployees255U.S.Patents Issued37U.S.Patents Pendi

11、ng17*Before a$4.8mm non-recurring,non-tax deduct-ible expense associated with the goodwill impairment of Landec Ag.Landec Corporation 2011 Annual ReportIntellicoat Pollinator Plus Seed Coatings Seed coatings are used by farmers to control germination and promote a natu-ral crossing of traits in the

12、production of hybrid seed corn.2Applications of Our Technology A wide range of uses in everyday lifeLifecore Ophthalmic HyaluronanOne of the primary uses of Lifecores Hyaluronan is during cataract surgery,keeping the eye lubricated and cushioned as the old lens is removed and the new lens is inserte

13、d.Eat Smart Value-Added ProduceApio delivers enjoyable,convenient and nutritious produce that leverages BreatheWay membrane packaging to ensure ready-to-eat freshness.Landec Corporation 2011 Annual Report3Chiquita Fresh&Ready AvocadosChiquita now uses Landecs BreatheWay packaging technology to deliv

14、er avocados that are fresh and ready to eatno more waiting for days until they are ripe.Intelimer Personal Care Additives Landecs Intelimer polymers are used in a wide variety of anti-aging creams,sun screen lotions,hair styling products and over-the-counter acne medications.Apio Clearly Fresh Bags

15、Introducing Clearly Fresh Bags!Now consumers can enjoy the benefits of longer lasting fresh produce at home with the use of our BreatheWay membrane technology.Lifecore Orthopedic Hyaluronan Lifecore Hyaluronan,used as a viscosupplement for the knee to provide lubrication and cushioning,helps you sta

16、y active and relieve the pain and dis-comfort of osteoarthritis.Landec Corporation 2011 Annual Report4Nourishing Our Growing PopulationApio experienced year-over-year revenue growth of 3%and a year-over-year net income decline of approximately$2mm.Revenue growth was driven by Apios export trading an

17、d the packaging technology licensing businesses.Revenues in Apios value-added business remained flat while net income declined,primarily due to severe weather-related produce shortages.In partial response to its weather-related sourcing issues during FY2011,Apio has implemented more diversified stra

18、tegies for sourcing its raw materials and reducing its concentration in high-risk planting geographies.Despite weather-related setbacks,Apio maintained a market leadership position during FY2011.With the leading retail volume market share of over 30%,Apio value-added products sell faster than compet

19、itive products,according to Nielsen scan data.During FY2011,Apio invested in further automation of its manufacturing facility that improved its processing productivity by 30%,assuring Apio remains competitive and continues to deliver value to customers.Additionally,Apio continued to focus on innovat

20、ion,launching several new products that took advantage of growing consumer trends.Late in FY2011,Apio launched Clearly Fresh Bags.Clearly Fresh Bags leverage Landecs BreatheWay membrane technology so consumers can enjoy longer-lasting fresh produce at home.A wide variety of fruits and vegetables can

21、 be stored in the bags to extend freshness up to 50%longer.Consumers can purchase Clearly Fresh Bags online at .On February 15,2011,Apio completed a 20.1%equity investment in its strategic and licensing partner,Windset Farms.Windset is a privately held produce company headquartered in Vancouver,Cana

22、da.Apio views Windset as the most advanced hydroponic greenhouse opera-tor in North America.Windset Farms hydro-ponic processes deliver higher yields per acre than traditional field production,while using no soil and a fraction of the water.Previously,in July 2010,Windset licensed the exclusive righ

23、ts to Apios BreatheWay packag-ing technology for use with greenhouse grown cucumbers,tomatoes and peppers.Apio views its recent equity investment as a continuation of its ongoing strategic partnership with Windset in the fresh produce market.The proceeds from Apios equity investment,in addition to p

24、roceeds raised by Windset from bank financings,were used by Windset to purchase land in the Santa Maria Valley of California,located within 5 miles of the Apio operations.Windset is constructing 64 acres of state-of-the-art greenhouses to grow,harvest and sell numerous varieties of greenhouse grown

25、tomatoes.Landec Corporation 2011 Annual Report5Improving Our Quality of LifeLifecore Biomedical,Landecs biomaterials subsidiary,is a premier supplier of sodium hyaluronate(NaHy)for use in medical applications.For the twelve months ended December 31,2009,four months prior to being acquired by Landec,

26、Lifecore revenues were$20.3mm with EBITDA of$2.8mm.Upon the acquisition of Lifecore on April 30,2010,Landec provided investor guidance for Lifecore of$2628mm in revenues and$78mm in EBITDA for the twelve months ending May 29,2011.Lifecore exceeded these expectations for FY2011 with revenues of$32.5m

27、m and EBITDA of$9.9mm,representing an EBITDA margin of approximately 30%and revenue growth of 60%as compared to the twelve months ended December 31,2009.Lifecore achieved this growth by servicing evolving customer needs and investing in new manufacturing and production capabilities.These investments

28、 led to the addition of new customers and expansion of its business with existing,long-standing customers.Demographic trends have also been favorable to Lifecore,as the number of cataract surgeries,one of the primary uses for Lifecores NaHy,continue to increase globally.In addition,companies continu

29、e to strategically outsource their manufacturing and aseptic filling needs relying on trusted partners,such as Lifecore,who can consistently deliver high-quality medical products.Ongoing academic and corporate research shows that NaHy has potential medical applications outside its historical use in

30、ophthalmology and orthopedics.Although product development lifecycles can be long,Lifecore is working closely with select research partners to develop new products that capitalize on these new discoveries.Smart Polymers to Fuel InnovationThrough its Licensing Partnerships business,Landec continues t

31、o expand the use of its Intelimer polymers through the development and commercialization of patented personal care additives,agricultural coatings and drug delivery solutions.During FY2011,the number of commercial products within personal care containing Intelimer polymers grew significantly through

32、 Landecs partnership with Air Products and Chemicals,Inc.Landecs Intelimer polymer is now listed as an ingredient in over fifty personal care productsand that number is growing.In March 2011,Air Products introduced the jointly developed Deposilk Q1TM Polymer at the In-Cosmetics Show in Milan,Italy a

33、s a superior,all-purpose and multi-functional material.As Deposilk Q1 makes its way through the regulatory,testing and commercialization process,Landec believes it will form the basis for a pipeline of new products for the future.Landec continues to invest in research programs and connect with new p

34、artners to explore opportunities for Landecs proprie-tary polymers to bring differentiated products to existing and new markets.For example,Landec has been developing both biodegradable and non-biodegradable polymers for use in drug delivery applications.Landec is targeting the use of its polymers t

35、o address unmet needs in medical,agricultural and industrial applications including functional coatings.Intelimer polymers can be designed to incorporate up to 80%renewable materials.Landec Corporation 2011 Annual ReportRevenues grew 16%during fiscal year 2011 to$276.7 million and adjusted EPS grew

36、to$0.33 per share prior to a one-time$4.8 million non-cash,non-tax deductible impairment charge.Landec generated$14.5 million in cash from operations,a 93%increase over fiscal year 2010.Cash balances remain strong at$36.3 million.Dear Shareholders,Considerable progress was made during Landec Corpora

37、tions 2011 fiscal year including(1)the successful integration of our Lifecore Biomedical business and substantial growth in Lifecore earn-ings before interest,taxes,depreciation and amortization(EBITDA)from$2.8 million prior to our acquisition to$9.9 million this past year,(2)an increase in Landecs

38、overall gross margin,(3)the expansion in the use of our Intelimer materials in over 50 personal care cosmetic products,(4)a return to growth at our Apio food packaging busi-ness,and(5)our$15 million investment in Windset Farms.It was a productive year for us.It was also a challenging year as extreme

39、ly poor weather in California and Arizona adversely affected our ability to source produce for our value-added,specialty packaged food business resulting in approximately$5 million in incremen-tal weather-related produce sourcing costs.With Lifecore in place,Landec is now focused on three core busin

40、esses:biomedical applications,bio-agricultural applications and licensing with partners.We continue to support our licensing partners,such as Chiquita with the roll-out of Fresh&Ready avocados using our BreatheWay packaging technology,Monsanto with seed coat-ings,Air Products with personal care Inte

41、limer additives and Nitta Corporation with specialty temperature-activated adhesives.In addition,we have recently initiated new licensing discussions with future potential partners.As we plan for further growth in FY2012 and beyond,our focus is clear:(1)grow Lifecores business by utilizing Lifecores

42、 strengths in ophthalmology,viscoelastic materials and sterile filling,(2)grow Apios food business and maintain Apios margins,(3)maintain a strong balance sheet,(4)find new investment opportunities for growth and margin enhance-ment,(5)support Chiquita with its roll-out plans for avocados and banana

43、s,(6)support Monsanto with strong technical contributions,and(7)find new applications for BreatheWay packaging tech-nology and Intelimer polymer technology.We see growth opportunities and we are expanding our investment in R&D to take advantage of these opportunities while continuing the shift in re

44、venue mix to higher margin businesses as evidenced in the results for fiscal year 2011.We look forward to another good year.We appre-ciate your support and your ongoing interest in Landec.Respectfully,Gary T.Steele Chairman of the Board,CEO and President6Landec Corporation 2011 Annual Report2011 Pro

45、xy Statement and Form 10-KProxy Statement NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 13,2011 TO THE STOCKHOLDERS OF LANDEC CORPORATION:NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Landec Corporation(the“Company”)will be held on Thursday,October 13,2011,at 1:3

46、0 p.m.,local time,at Pacific Athletic Club,200 Redwood Shores Parkway,Redwood City,CA 94065 for the following purposes:1.To elect five directors to serve for a term expiring at the Annual Meeting of Stockholders held in the second year following the year of their election and until their successors

47、are duly elected and qualified;2.To ratify the appointment of Ernst&Young LLP as the Companys independent registered public accounting firm for the fiscal year ending May 27,2012;3.To approve a non-binding advisory proposal on executive compensation;4.To provide an advisory vote to determine whether

48、 a non-binding advisory vote on executive compensation should occur every one,two or three years;and 5.To transact such other business as may properly come before the meeting or any postponement or adjournment(s)thereof.The foregoing items of business are more fully described in the Proxy Statement

49、accompanying this Notice.Only stockholders of record at the close of business on August 15,2011,are entitled to notice of and to vote at the meeting and any adjournment(s)thereof.All stockholders are cordially invited to attend the meeting in person.However,to assure your representation at the meeti

50、ng,you are urged to mark,sign,and date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose or vote your shares by telephone or via the Internet.BY ORDER OF THE BOARD OF DIRECTORS /s/Geoffrey P.Leonard GEOFFREY P.LEONARD Secretary Menlo

51、 Park,California August 19,2011 IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR VOTE YOUR SHARES BY TELEPHONE OR VIA THE INTERNET.IF A QUORUM IS NOT REACHED,THE COMPANY MAY HAVE

52、 THE ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS.IF YOU ATTEND THE MEETING AND SO DESIRE,YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.THANK YOU FOR ACTING PROMPTLY.Proxy StatementTHIS PAGE INTENTIONALLY LEFT BLANKProxy Statement PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD O

53、N OCTOBER 13,2011 INFORMATION CONCERNING SOLICITATION AND VOTING General The enclosed proxy is solicited on behalf of the Board of Directors of Landec Corporation(“Landec”or the“Company”),a Delaware corporation,for use at the annual meeting of stockholders(the“Annual Meeting”)to be held on Thursday,

54、October 13,2011,at 1:30 p.m.,local time,or at any postponement or adjournment(s)thereof,for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders.The Annual Meeting will be held at Pacific Athletic Club,200 Redwood Shores Parkway,Redwood City,CA 94065.The tel

55、ephone number at that location is(650)593-4900.The Companys principal executive offices are located at 3603 Haven Avenue,Menlo Park,California 94025.The Companys telephone number at that location is(650)306-1650.Solicitation These proxy solicitation materials are to be mailed on or about September 1

56、2,2011,to all stockholders entitled to vote at the meeting.The costs of soliciting these proxies will be borne by the Company.These costs will include the expenses of preparing and mailing proxy materials for the Annual Meeting and the reimbursement of brokerage firms and others for their expenses i

57、ncurred in forwarding solicitation material regarding the Annual Meeting to beneficial owners of the Companys Common Stock.The Company may conduct further solicitation personally,telephonically or by facsimile through its officers,directors and regular employees,none of whom will receive additional

58、compensation for assisting with the solicitation.Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on October 13,2011.This Proxy Statement and the Companys Annual Report to Stockholders are available at http:/phx.corporate- may also find a copy of

59、this Proxy Statement and our Annual Report(with exhibits)on the SEC website at http:/www.sec.gov.We will,upon written request and without charge,send you additional copies of our Annual Report(without exhibits)and this Proxy Statement.To request additional copies,please send your request by mail to

60、Gregory S.Skinner,Chief Financial Officer,Landec Corporation,3603 Haven Avenue,Menlo Park,CA 94025(telephone number:(650)306-1650).Exhibits to the Annual Report may be obtained upon written request to Mr.Skinner and payment of the Companys reasonable expenses in furnishing such exhibits.Proxy Statem

61、ent2 Voting Procedure You may vote by mail.To vote by mail,please sign your proxy card and return it in the enclosed,prepaid and addressed envelope.If you mark your voting instructions on the proxy card,your shares will be voted as you instruct.You may vote in person at the Annual Meeting.We will pa

62、ss out written ballots to anyone who wants to vote at the Annual Meeting.Holding shares in“street name”means your shares of stock are held in an account by your stockbroker,bank or other nominee,and the stock certificates and record ownership are not in your name.If your shares are held in“street na

63、me”and you wish to attend the Annual Meeting,you must notify your broker,bank or other nominee and obtain proper documentation to vote your shares at the Annual Meeting.You may vote by telephone or electronically.You may submit your proxy by following the Vote by Phone instructions accompanying the

64、proxy card.If you have Internet access,you may submit your proxy from any location in the world by following the Vote by Internet instructions accompanying the proxy card.You may change your mind after you have returned your proxy card.If you change your mind after you return your proxy card or subm

65、it your proxy by telephone or Internet,you may revoke your proxy at any time before the polls close at the Annual Meeting.You may do this by:signing another proxy card with a later date,or voting in person at the Annual Meeting.Voting Holders of Common Stock are entitled to one vote per share.Votes

66、cast in person or by proxy at the Annual Meeting will be tabulated by the Inspector of Elections.The Inspector of Elections will also determine whether or not a quorum is present.A majority of the shares entitled to vote,represented either in person or by proxy,will constitute a quorum for the trans

67、action of business.The Inspector of Elections will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum.Proposal No.1 Election of directors:Each director is elected by a majority of the votes cast with respect to such director.Any vot

68、es withheld for a particular director is effectively a vote against the director.Proposal No.2 Ratification of independent registered public accounting firm:This proposal must be approved by a majority of the shares present and voted on the proposal.Shares present and not voted,whether by broker non

69、-vote,abstention or otherwise,will have no effect on this vote.Proposal No.3 Advisory(non-binding)vote on executive compensation.This advisory proposal will be approved if a majority of the shares present and voted on the proposal are voted in favor of the resolution.Shares present and not voted,whe

70、ther by broker non-vote,abstention or otherwise,will have no effect on this advisory vote.Proposal No.4 Advisory(non-binding)vote on frequency of votes on executive compensation:This advisory vote provides a choice among three frequency periods for future advisory votes on executive compensation(so-

71、called,“say-on-pay”votes).The frequency period that receives the most votes(every one,two or three years)will be deemed to be the recommendation of the stockholders.As a result,any shares that are not voted,whether by abstention,broker non-votes or otherwise,will have no effect on the outcome of thi

72、s proposal.Proxy Statement3 Any proxy which is returned using the form of proxy enclosed and which is not marked as to a particular item will be voted FOR election of the director nominees proposed by the Board of Directors;FOR the ratification of the appointment of Ernst&Young LLP to serve as the C

73、ompanys independent registered public accounting firm for the fiscal year ending May 27,2012;FOR the advisory vote on executive compensation;FOR holding the advisory vote on executive compensation every year;and as the proxy holders deem advisable on other matters that may come before the meeting or

74、 any adjournment(s)thereof,as the case may be,with respect to the item not marked.If a broker indicates on the enclosed proxy or its substitute that it does not have discretionary authority as to certain shares to vote on a particular matter(“broker non-votes”),those shares will be counted for purpo

75、ses of determining the presence of a quorum,but will not be considered as voting with respect to that matter.Record Date and Share Ownership Only stockholders of record at the close of business on August 15,2011,are entitled to notice of,and to vote at,the Annual Meeting.As of August 15,2011,26,412,

76、131 shares of the Companys Common Stock,par value$0.001 per share,were issued and outstanding.Deadline for Receipt of Stockholder Proposals for the Companys Annual Meeting of Stockholders in 2012 If any stockholder desires to present a stockholder proposal at the Companys 2012 Annual Meeting of Stoc

77、kholders,such proposal must be received by the Secretary of the Company no later than May 15,2012,in order that they may be considered for inclusion in the proxy statement and form of proxy relating to that meeting.Also,if a stockholder does not notify the Company on or before August 1,2012 of a pro

78、posal for the 2012 Annual Meeting of Stockholders,management intends to use its discretionary voting authority to vote on such proposal,even if the matter is not discussed in the proxy statement for the 2012 Annual Meeting of Stockholders.Householding of Proxy Materials Some companies,brokers,banks,

79、and other nominee record holders participate in a practice commonly known as“householding,”where a single copy of our Proxy Statement and Annual Report is sent to one address for the benefit of two or more stockholders sharing that address.Householding is permitted under rules adopted by the SEC as

80、a means of satisfying the delivery requirements for proxy statements and annual reports,potentially resulting in extra convenience for stockholders and cost savings for companies.We will promptly deliver a separate copy of either document to you if you contact our Chief Financial Officer at the addr

81、ess listed above or call us at(650)306-1650.If you are receiving multiple copies of our Proxy Statement and Annual Report at your household and wish to receive only one,please notify your bank,broker,or other nominee record holder,or contact our Chief Financial Officer at the address listed above.Pr

82、oxy Statement4 PROPOSAL NO.1 ELECTION OF DIRECTORS Nominees The Companys Bylaws currently provide for not less than five(5)nor more than nine(9)directors,with the exact number fixed at nine(9),and the Companys Certificate of Incorporation provides for the classification of the Board of Directors int

83、o two classes serving staggered terms.The Companys Board of Directors currently consists of nine persons,including four Class 1 directors and five Class 2 directors.Each Class 1 and Class 2 director is elected for a two year term,with Class 2 directors elected in odd numbered years(e.g.,2011)and the

84、 Class 1 directors elected in even numbered years(e.g.,2012).Accordingly,at the Annual Meeting,five Class 2 directors will be elected.Upon the election of the five Class 2 directors at the Annual Meeting and the retirement of Richard S.Schneider,Ph.D.as a director on October 13,2011,the Board of Dir

85、ectors will consist of five Class 2 directors and three Class 1 directors.In order to equalize the number of directors in each class,the Board of Directors has determined that one of the directors now serving as a Class 2 director should become a Class 1 Director.Accordingly,and conditioned upon the

86、 election of Gary T.Steele as a Class 2 director at the Annual Meeting,Mr.Steele will resign as a Class 2 director immediately after the Annual Meeting and will then be elected by the Board of Directors as a Class 1 director whose term as a Class 1 director will expire in 2012.The Board of Directors

87、 has nominated the persons named below to serve as Class 2 directors until the next odd numbered year annual meeting during which their successors will be elected and qualified.Unless otherwise instructed,the proxy holders will vote the proxies received by them for the Companys five(5)nominees named

88、 below,all of whom are presently directors of the Company.In the event that any nominee of the Company is unable or declines to serve as a director at the time of the Annual Meeting,the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacanc

89、y.In the event that additional persons are nominated for election as directors,the proxy holders intend to vote all proxies received by them in such a manner as will assure the election of as many of the nominees listed below as possible,and,in such event,the specific nominees to be voted for will b

90、e determined by the proxy holders.Assuming a quorum is present,the five(5)nominees for director receiving at least a majority of votes cast at the Annual Meeting will be elected.Nominees for Class 2 Directors Name of Director Age Principal Occupation Director Since Gary T.Steele.62 President,Chief E

91、xecutive Officer and Chairman of the Board of Directors of the Company 1991 Duke K.Bristow,Ph.D.54 Economist,University of Southern California 2004 Dean Hollis.51 Retired President and Chief Operating Officer,ConAgra Foods,Inc.Consumer Foods and International Division 2009 Robert Tobin.73 Retired Ch

92、ief Executive Officer,Ahold,USA 2004 Nicholas Tompkins.56 Managing Member,NKT Commercial LLC,Chairman of the Board of Apio,Inc.2003 Except as set forth below,each of the Class 2 directors has been engaged in the principal occupation set forth next to his name above during the past five years.Gary T.

93、Steele has served as President,Chief Executive Officer and a director since September 1991 and as Chairman of the Board of Directors since January 1996.Mr.Steele has over 30 years of experience in the biotechnology,instrumentation and material science fields.From 1985 to 1991,Mr.Steele was President

94、 and Chief Executive Officer of Molecular Devices Corporation,a bioanalytical instrumentation company.From 1981 to 1985,Mr.Steele was Vice President,Product Development and Business Development at Genentech,Inc.,a biomedical company focusing on pharmaceutical drug development.Mr.Steele has also work

95、ed with McKinsey&Company and Shell Oil Company.Mr.Steele received a B.S.from Georgia Institute of Technology and an M.B.A.from Stanford University.Mr.Steeles significant knowledge and understanding of the Company and its businesses together with his extensive experience in the biotechnology field pr

96、ovide the Board of Directors with significant insight into the Companys businesses and operations.Proxy Statement5 Duke K.Bristow,Ph.D.has served as a director since September 2004.Dr.Bristow has academic appointments with the Marshall School of Business at the University of Southern California(“USC

97、”)and with the Henry Samueli School of Engineering at the University of California,Los Angeles(“UCLA”).He teaches engineering economics at UCLA where he has been an economist since 1995.In August 2006,he began teaching finance at USC.His research focuses on corporate governance,corporate finance and

98、 entrepreneurship.Dr.Bristow is an advisor to a number of private and public organizations.Previously,he was with Eli Lilly&Company,a leading life science firm,for ten years.He held management positions in the pharmaceutical,medical device and diagnostics divisions and in corporate finance.He holds

99、a B.S.in Chemical Engineering from Purdue University,an M.B.A.from Indiana University,and a Ph.D.in Financial Economics from UCLA.With his academic background and knowledge of corporate governance and finance,Dr.Bristow provides the Board of Directors with a thoughtful perspective on economic issues

100、 facing the Company.In addition,with his experience in the life sciences industry,Dr.Bristow provides a deep understanding of the technology issues facing the Companys bio-technology business.Dean Hollis has served as a director since July 2009.Mr.Hollis was most recently President and Chief Operati

101、ng Officer of the Consumer Foods and International Division of ConAgra Foods,Inc.(“ConAgra”).Mr.Hollis had management responsibility for ConAgras consumer and customer branded businesses consisting of over 40 global brands in 110 countries.During Mr.Hollis 21 years with ConAgra,he had a broad array

102、of responsibilities,including Executive Vice President,Retail Products;President,Frozen Foods;President,Grocery Foods;President,Specialty Foods;and President,Gilardi Foods.Currently,Mr.Hollis is a Senior Advisor for Oaktree Capital Management,L.P.(“Oaktree”).He also serves on the board of directors

103、for Pierre Foods,an Oaktree portfolio company,and for Smart Balance,Inc as a member of the Audit Committee.Mr.Hollis is a graduate of Stetson University where he currently serves on its board.With over 20 years of experience in the food industry,Mr.Hollis provides the Board of Directors with signifi

104、cant expertise in marketing and sales of packaged foods,overall strategy development for food products and in-depth general management expertise for investing in growth companies which has a direct benefit to Landecs food subsidiary,Apio,Inc.(“Apio”).Robert Tobin has served as a director since Decem

105、ber 2004.Mr.Tobin retired from his position as Chief Executive Officer of Ahold USA in 2001.Mr.Tobin has over 40 years of industry experience in the food retail and food service sectors,having served as Chairman and CEO of Stop and Shop Supermarkets.An industry leader,Mr.Tobin serves on the advisory

106、 boards of the College of Agriculture and Life Sciences and the Undergraduate Business Program at Cornell University where he received his B.S.in Agricultural Economics.Mr.Tobins experience as the chief executive officer of food retailers and his knowledge of the food retail and food service sectors

107、 provide the Board of Directors with significant expertise with respect to issues facing the Companys food business.In addition,Mr.Tobins service on advisory boards provides the Board of Directors with knowledge of the scientific issues that face the Companys food business.Nicholas Tompkins has serv

108、ed as a director since October 2003.Mr.Tompkins has been the Chairman of the Board of Apio,a wholly-owned subsidiary of Landec,since January 2008.Prior to becoming the Chairman of the Board of Apio,Mr.Tompkins was the Chief Executive Officer of Apio,a position he had held since Apios inception in 19

109、79.Landec acquired Apio in December 1999.Mr.Tompkins is also a current board member and past chairman of the Ag Business Advisory Council for California Polytechnic State University in San Luis Obispo,California.He was a member of the board of directors of the United Fresh Fruit and Vegetable Associ

110、ation through 2008 and was Chairman of that organization in 2005 and 2006.Mr.Tompkins received a B.S.in Agricultural Business from California State University,Fresno.Mr.Tompkins brings to the Board of Directors extensive experience in the area of agriculture.In addition,Mr.Tompkins prior service as

111、the Chief Executive Officer of Apio and as its current Chairman provides the Board of Directors with in-depth knowledge of the operations of Apio,a significant portion of the Companys business.Proxy Statement6 Class 1 Directors Directors continuing in office until the 2012 Annual Meeting of Stockhol

112、ders are:Name of Director Age Principal Occupation Director Since Frederick Frank.79 Vice Chairman,Peter J.Solomon Company 1999 Steven Goldby.71 Partner,Venrock 2008 Stephen E.Halprin.73 Retired General Partner of OSCCO Ventures 1988 Richard S.Schneider,Ph.D.(1).70 Retired General Partner,Domain Ass

113、ociates 1991(1)Dr.Schneider will retire as a director effective October 13,2011.Except as set forth below,each of the Class 1 directors has been engaged in the principal occupation set forth next to his name above during the past five years.There is no family relationship between any director or exe

114、cutive officer of the Company.Frederick Frank has served as director since December 1999.Mr.Frank is Vice Chairman of Peter J.Solomon Company(“Solomon”),an investment banking and advisory firm.Before joining Solomon,Mr.Frank was Vice Chairman of Lehman Brothers,Inc.(“Lehman”)and Barclays Capital.Bef

115、ore joining Lehman as a Partner in October 1969,Mr.Frank was co-director of research,as well as Vice President and Director of Smith Barney&Co.Incorporated.During his over 50 years on Wall Street,Mr.Frank has been involved in numerous financings and merger and acquisition transactions.He serves on t

116、he board of directors of Pharmaceutical Product Development,Inc.,PDL BioPharma,and was a director for the Institute for Systems Biology.Mr.Frank is Chairman of the National Genetics Foundation and he serves on the Advisory Boards for Yale School of Organization and Management,Johns Hopkins Bloomberg

117、 School of Public Health,the Massachusetts Institute of Technology Center of Biomedical Innovation and the Harvard School of Public Health.He is a graduate of Yale University,received an M.B.A.from Stanford University and is a Chartered Financial Analyst.Mr.Frank has over 50 years of capital markets

118、 experience and has been involved in numerous financings,commercial transactions and mergers and acquisitions.As such,Mr.Frank provides the Board of Directors with extensive experience and knowledge with respect to transactions and financing in the public company context and corporate governance exp

119、erience based on his experience as a director of public and non-public companies.Steven Goldby has served as a director since December 2008.Mr.Goldby has been a Partner at Venrock,a venture capital firm,since 2007.Mr.Goldby was Chairman and Chief Executive Officer of Symyx Technologies,Inc.(“Symyx”)

120、from 1998 to 2007;he became the Executive Chairman in 2008,and Chairman in 2009.Before joining Symyx,Mr.Goldby served as Chief Executive Officer for more than ten years at MDL Information Systems,Inc.,the enterprise software company that pioneered scientific information management.Earlier,Mr.Goldby

121、held various management positions at ALZA Corporation,including President of Alza Pharmaceuticals.Mr.Goldby received a B.S.degree in chemistry from the University of North Carolina and a law degree from Georgetown University Law Center.Mr.Goldbys extensive experience with biotechnology companies pro

122、vides the Board of Directors with significant understanding of the technology issues facing the Company.Stephen E.Halprin has served as a director since April 1988.From 1968 until his retirement in 2005,Mr.Halprin was a General Partner of OSCCO Ventures,a venture capital firm.Mr.Halprin received a B

123、.S.from the Massachusetts Institute of Technology and an M.B.A.from Stanford University.Through his work in the venture capital arena,Mr.Halprin has a great deal of familiarity with the issues that arise in the context of growing and developing a business.As such,he provides the Board of Directors w

124、ith significant knowledge of financing and development of strategies for growth.Richard S.Schneider,Ph.D.has served as a director since September 1991.From October 1990 until his retirement in 1999,Dr.Schneider was a general partner of Domain Associates L.L.C.,a venture capital firm.Prior to pursuin

125、g a career in venture capital,Dr.Schneider was Vice President of Product Development at Syva/Syntex Corporation and President of Biomedical Consulting Associates.He is a member of the board of directors of a number of privately-held life science companies.Dr.Schneider received a B.S.from the Univers

126、ity of California at Berkeley and received a Ph.D.in chemistry from the University of Wisconsin,Madison.With over 25 years of product development experience in the fields of medical devices and biotechnology,Dr.Schneider provides the Board of Directors with extensive understanding of the scientific

127、issues related to the Companys products.Proxy Statement7 Board of Directors Meetings and Committees The Board of Directors held a total of six meetings during the fiscal year ended May 29,2011.Each director attended at least 75%of all Board and applicable committee meetings during fiscal year 2011.T

128、he Board of Directors has an Audit Committee,a Compensation Committee and a Nominating and Corporate Governance Committee,each of which operates under a written charter approved by the Board of Directors.The Company has also formed a Technology Committee.It is our policy to encourage the members of

129、the Board of Directors to attend the Companys annual meeting of stockholders.All directors,except Mr.Frank and Dr.Schneider,attended our 2010 annual meeting of stockholders.The Audit Committee currently consists of Mr.Halprin(Chairman),Dr.Bristow and Mr.Goldby,each of whom the Board of Directors has

130、 determined meets the current independence requirements of the Securities and Exchange Commission(the“SEC”)and The Nasdaq Stock Market,Inc.(“NASDAQ”).The Audit Committee assists the Board of Directors in its oversight of Company affairs relating to the quality and integrity of the Companys financial

131、 statements,the independent auditors qualifications and independence,the performance of the Companys internal audit function and independent auditor,and the Companys compliance with legal and regulatory requirements.The Audit Committee is responsible for appointing,compensating,retaining and oversee

132、ing the Companys independent auditor,approving the services performed by the independent auditors and for reviewing and evaluating the Companys accounting principles and its system of internal accounting controls.Rules adopted by the SEC require us to disclose whether the Audit Committee includes at

133、 least one member who is an“audit committee financial expert,”as that phrase is defined in SEC rules and regulations.The Board of Directors has determined that Mr.Halprin,Dr.Bristow and Mr.Goldby are“audit committee financial experts”within the meaning of applicable SEC rules and regulations.The Aud

134、it Committee held four meetings during fiscal year 2011.Please see the section entitled“Audit Committee Report”for further matters related to the Audit Committee.The Compensation Committee currently consists of Mr.Hollis(Chairman),Dr.Schneider,Mr.Frank,and Mr.Tobin each of whom the Board of Director

135、s has determined meets the current independence requirements of the SEC and NASDAQ.Dr.Schneider served as Chairman of the Compensation Committee until February 2011 when Mr.Hollis was elected as Chairman.The function of the Compensation Committee is to review and set the compensation of the Companys

136、 Chief Executive Officer and certain of the Companys most highly compensated officers,including salary,bonuses and other incentive plans,stock equity and other forms of compensation,to administer the Companys stock plans and approve stock equity awards,and to oversee the career development of senior

137、 management.The Compensation Committee held one meeting during fiscal year 2011.Please see the section entitled“Executive Compensation and Related Information”for further matters related to the Compensation Committee,including its report for the fiscal year ended May 29,2011.The Nominating and Corpo

138、rate Governance Committee currently consists of Mr.Frank(Chairman)and Mr.Tobin,each of whom the Board of Directors has determined meets the current independence requirements of the SEC and NASDAQ.The functions of the Nominating and Corporate Governance Committee are to recommend qualified candidates

139、 for election as officers and directors of the Company and oversee the Companys corporate governance policies.The Nominating and Corporate Governance Committee held one meeting during fiscal year 2011.The Nominating and Corporate Governance Committee will consider director nominees proposed by curre

140、nt directors,officers,employees and stockholders.Any stockholder who wishes to recommend candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to the Secretary of the Company,Geoffrey P.Leonard of Ropes&Gray LLP,Three Embarcadero Center,San Francisco,

141、CA 94111,and providing the candidates name,biographical data and qualifications.In selecting candidates for the Board of Directors,the Nominating and Corporate Governance Committee strives for a variety of experience and background that adds depth and breadth to the overall character of the Board of

142、 Directors.The Nominating and Corporate Governance Committee evaluates potential candidates using standards and qualifications such as the candidates business experience,independence,diversity,skills and expertise to collectively establish a number of areas of core competency of the Board of Directo

143、rs,including business judgment,management and industry knowledge.Although the Nominating and Corporate Governance Committee does not have a formal policy on diversity,it believes that diversity is an important consideration in the composition of the Board,and it seeks to include Board members with d

144、iverse backgrounds and experiences.Further criteria include a candidates integrity and values,as well as the willingness to devote sufficient time to attend meetings and participate effectively on the Board of Directors and its committees.The Technology Committee currently consists of Mr.Goldby(Chai

145、rman),Dr.Schneider,Dr.Bristow and Mr.Halprin,each of whom the Board of Directors has determined meets the current independence requirements of the SEC and NASDAQ.Dr.Schneider served as Chairman of the Committee until May 2011 when Mr.Goldby was appointed to the Technology Committee and elected as Ch

146、airman.The function of the Technology Committee is to provide,as necessary,advice and recommendations to the Board of Directors and to management with regard to technology strategies aimed at addressing current and future markets,product development and new product introductions and enhancing the Co

147、mpanys long-term growth.The Technology Committee held one meeting during fiscal year 2011.Proxy Statement8 Corporate Governance The Company provides information about its corporate governance policies,including the Companys Code of Ethics,and charters for the Audit,Nominating and Corporate Governanc

148、e,and Compensation Committees of the Board of Directors on the Corporate Governance page of its website.The website can be found at .The Companys policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of NASDAQ and the corporate governance re

149、quirements of the Sarbanes-Oxley Act of 2002,including:A majority of the board members are independent;All members of the Audit Committee,the Compensation Committee,the Nominating and Corporate Governance Committee,and the Technology Committee are independent;The independent members of the Board of

150、Directors meet at least twice per year in executive sessions without the presence of management,and the Board of Directors has designated a lead independent director who,among other duties,is responsible for presiding over executive sessions of the independent directors;The Company has an ethics hot

151、line available to all employees,and the Audit Committee has procedures in place for the anonymous submission of employee complaints regarding accounting,internal controls,or auditing matters;and The Company has adopted a Code of Ethics that applies to all of its employees,including its principal exe

152、cutive officer and all members of its finance department,including the principal financial officer and principal accounting officer,as well as the Board of Directors.Any substantive amendments to the Code of Ethics or grant of any waiver,including any implicit waiver,from a provision of the Code of

153、Ethics to the Companys principal executive officer,principal financial officer or principal accounting officer,will be disclosed either on the Companys website or in a report on Form 8-K.The Board has determined that each member of the Board,other than Mr.Steele and Mr.Tompkins,is an independent dir

154、ector under applicable NASDAQ listing standards and SEC rules.Mr.Steele does not meet the independence standards because he was an employee of the Company during fiscal year 2011 and,in the case of Mr.Tompkins,based on the information disclosed under“Certain Relationships and Related Transactions”he

155、rein.Mr.Halprin currently serves as the Companys lead independent director.Leadership Structure of the Board of Directors The Board believes that it is important to retain its flexibility to allocate the responsibilities of the positions of the Chairman of the Board(the“Chairman”)and Chief Executive

156、 Officer in the way that it believes is in the best interests of the Company.After due consideration by the Board,the Board has concluded that combining the roles of Chairman and Chief Executive Officer is in the best interests of the Company.The Board believes that the combination of the roles of C

157、hairman and Chief Executive Officer promotes the Boards and executive managements pursuit of the Companys business objectives by allowing the senior-most executive with accountability for the Companys day-to-day operations,who also possesses significant business and industry knowledge,to set Board m

158、eeting agendas(in consultation with the lead independent director)and to lead the related discussions.The Board does not believe that separating these roles would enhance either the independence of the Board or its effectiveness in discharging its responsibilities.The Board adheres to sound corporat

159、e governance practices,as reflected in the Companys corporate governance policies,which the Board believes has promoted,and continues to promote,the effective and independent exercise of Board leadership for the Company and its stockholders.At each Board Meeting,non-management directors convene an e

160、xecutive session without the presence of management.Moreover,the non-management directors have elected one independent director to be the lead director.The lead director is Mr.Halprin.The lead director presides over executive sessions of the non-management directors and at all meetings at which the

161、Chairman is not present;calls meetings of the non-management directors as he deems necessary;serves as a liaison between the Chairman and the non-management directors;advises the Chairman of the informational needs of the Board and approves information sent to the Board;and is available for consulta

162、tion and communication if requested by major stockholders.Proxy Statement9 Stockholder Communications Our Board of Directors welcomes communications from our stockholders.Stockholders and other interested parties may send communications to the Board of Directors,or the independent directors as a gro

163、up,or to any director in particular or the lead independent director,c/o Gregory S.Skinner,Chief Financial Officer,Landec Corporation,3603 Haven Avenue,Menlo Park,CA 94025.Any correspondence addressed to the Board of Directors or to any one of our directors in care of Mr.Skinner will be promptly for

164、warded to the addressee.The independent directors of the Board of Directors review and approve the stockholder communication process periodically to ensure effective communication with stockholders.Oversight of Risk Management The Board of Directors role in the Companys risk oversight process includ

165、es receiving regular reports from members of senior management on areas of material risk to the Company,including operational,financial,legal and regulatory,and strategic and reputational risks.Our Audit Committee oversees management of financial risk exposures,including the integrity of our account

166、ing and financial reporting processes and controls.As part of this responsibility,the Audit Committee meets periodically with the independent auditors,our internal auditor and our financial and accounting personnel to discuss significant financial risk exposures and the steps management has taken to

167、 monitor,control and report such exposures.Additionally,the Audit Committee reviews significant findings prepared by the independent auditors and our internal auditor,together with managements response.Our Nominating and Corporate Governance Committee has responsibility for matters relating to corpo

168、rate governance.As such,the charter for our Nominating and Corporate Governance Committee provides for the committee to periodically review and discuss our corporate governance guidelines and policies.Our management also reviewed with our Compensation Committee the compensation policies and practice

169、s of the Company that could have a material impact on the Company.Our management review considered whether any of these policies and practices may encourage inappropriate risk-taking,whether any policy or practice may give rise to risks that are reasonably likely to have a material adverse effect on

170、 us,and whether it would recommend any changes to the Companys compensation policies and practices.Management also reviewed with the Board of Directors risk-mitigating controls such as the degree of committee and senior management oversight of each compensation program and the level and design of in

171、ternal controls over such programs.Based on these reviews,the Company determined that risks arising from the Companys compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.Compensation of Directors The following table sets forth compensation i

172、nformation for the fiscal year ended May 29,2011,for each member of our Board of Directors who was not also an executive officer during fiscal year 2011.An executive officer who serves on our Board does not receive additional compensation for serving on the Board.See“Summary Compensation Table”for d

173、isclosure related to our Chairman of the Board,President and Chief Executive Officer,Gary T.Steele.Name Fees Earned orPaid in Cash($)Stock Awards(2)($)Option Awards(2)($)Total($)Duke K.Bristow,Ph.D.36,000 9,619 11,684 57,303 Frederick Frank(1).25,500 9,619 11,684 46,803 Steven Goldby.34,500 9,619 11

174、,684 55,803 Stephen E.Halprin.51,500 9,619 11,684 72,803 Dean Hollis.27,958 9,619 11,684 49,261 Richard S.Schneider,Ph.D.29,015 9,619 11,684 50,318 Robert Tobin.26,500 9,619 11,684 47,803 Nicholas Tompkins.25,000 9,619 11,684 46,303(1)Pursuant to an agreement with the Company,the fees earned by Mr.F

175、rank have been deferred.(2)The amounts shown in the Stock Awards and Option Awards columns do not reflect compensation actually received by a director.Instead,the amounts shown are the aggregate grant date value,computed in accordance with Financial Accounting Standards Board Accounting Standards Co

176、dification Topic 718,CompensationStock Options,of awards granted in fiscal year 2011.The assumptions used to calculate the value of option awards are set forth under Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 29,2

177、011.Proxy Statement10 At May 29,2011,the aggregate number of stock awards and option awards outstanding was:Dr.Bristow 61,667 shares;Mr.Frank 81,667 shares;Mr.Goldby 27,812 shares;Mr.Halprin 81,667 shares;Mr.Hollis 20,312 shares;Dr.Schneider 76,167 shares;Mr.Tobin 61,667 shares;and Mr.Tompkins 21,66

178、7 shares.For fiscal year 2011,each non-employee director earned$20,000 per year for service as a member of our Board of Directors.In addition,each director who served as the Chairman of the Compensation Committee received an annual retainer of$5,000,each director who served on the Audit Committee re

179、ceived an annual retainer of$10,000,with the Chairman of the Audit Committee receiving an annual retainer of$15,000,and each director who served as the lead independent director received an annual retainer of$10,000.Additionally,for fiscal year 2011,each non-employee director received$1,000 for each

180、 meeting of the Board attended in person($500 if attended by phone),$500 for each meeting of a Committee attended in person,and$1,000 for each stockholder meeting attended by the director.Reasonable out-of-pocket expenses incurred by a director to attend Board meetings,Committee meetings or stockhol

181、der meetings in his or her capacity as a director were reimbursed.Required Vote The election of each of the five(5)Class 2 director nominees requires the affirmative vote of the holders of a majority of the shares of the Companys Common Stock present at the Annual Meeting in person or by proxy and v

182、oted with respect to such director.This means that in order for a director to be elected,the number of shares voted“FOR”a director must exceed the number of votes cast against that director.As such,a“WITHHOLD”vote is effectively a vote against a director.THE BOARD OF DIRECTORS RECOMMENDS A VOTE“FOR”

183、THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.Proxy Statement11 PROPOSAL NO.2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed the firm of Ernst&Young LLP as the Companys independent registered public accounting firm to audit the fina

184、ncial statements of the Company for the fiscal year ending May 27,2012,and recommends that the stockholders vote for ratification of this appointment.In the event the stockholders do not ratify such appointment,the Audit Committee may reconsider its selection.Ernst&Young LLP has audited the Companys

185、 financial statements since the fiscal year ending October 31,1994.Representatives of Ernst&Young LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so,and are expected to be available to respond to appropriate questions.Fees Paid to In

186、dependent Registered Public Accounting Firm The following table presents the aggregate fees billed to the Company for professional services rendered by Ernst&Young LLP for the fiscal years ended May 29,2011 and May 30,2010.Fee Category Fiscal 2011 Fiscal 2010 Audit Fees.$850,000$818,000 Audit-Relate

187、d Fees.Tax Fees(1).$29,000 All Other Fees.Total.$850,000$847,000(1)Tax fees for fiscal year 2010 were for the tax services provided in connection with the Companys acquisition of Lifecore Biomedical,Inc.Audit Fees were for professional services rendered for the integrated audit of the Companys annua

188、l financial statements and internal controls over financial reporting,as required by Section 404 of the Sarbanes-Oxley Act of 2002,for the review of the Companys interim financial statements included in the Companys Forms 10-Q,and for assistance with and review of documents filed by the Company with

189、 the SEC.Audit Committee Pre-Approval Policies The Audit Committee pre-approves all audit and permissible non-audit services provided by the Companys independent registered public accounting firm.These services may include audit services,audit-related services,tax services and other services.Any pre

190、-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.The Companys independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by t

191、he independent registered public accounting firm in accordance with such pre-approval,and the fees for the services performed to date.The Audit Committee,or its designee,may also pre-approve particular services on a case-by-case basis.Required Vote The ratification of the appointment of Ernst&Young

192、LLP as the Companys independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of the Companys Common Stock present at the Annual Meeting in person or by proxy and voted.THE BOARD OF DIRECTORS RECOMMENDS A VOTE“FOR”THE RATIFICATION OF THE A

193、PPOINTMENT OF ERNST&YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 27,2012.Proxy Statement12 PROPOSAL NO.3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION The Compensation Discussion and Analysis beginning on page 21 of this proxy statement

194、 describes the Companys executive compensation program and the compensation decisions that the Compensation Committee and Board of Directors made in fiscal year 2011 with respect to the compensation of our named executive officers.The Board of Directors is asking stockholders to cast a non-binding,a

195、dvisory vote FOR the following resolution:“RESOLVED,that the compensation paid to the Companys named executive officers,as disclosed pursuant to Item 402 of Regulation S-K,including the Compensation Discussion and Analysis,compensation tables and narrative discussion,is hereby APPROVED.”We urge stoc

196、kholders to read the Compensation Discussion and Analysis beginning on page 21 of this proxy statement,as well as the 2011 Summary Compensation Table and related compensation tables,appearing on pages 26 through 29,which provide detailed information on the Companys compensation policies and practice

197、s.As we describe in the Compensation Discussion and Analysis,our executive compensation program embodies a pay-for-performance philosophy that supports Landecs business strategy and aligns the interests of our executives with our stockholders.Specifically,executive compensation is allocated among ba

198、se salaries and short and long-term compensation.The base salaries are fixed in order to provide the executives with a stable cash income,which allows them to focus on the Companys issues and objectives as a whole,while the short and long-term compensation are designed to both reward the named execu

199、tive officers based on the Companys overall performance and align the named executive officers interests with those of our stockholders.Our executive annual cash incentive award program is intended to encourage our named executive officers to focus on specific short-term goals important to our succe

200、ss.Our executive officers cash incentive awards are determined based on objective performance criteria.The awards payable under our annual cash incentive program are subject to a maximum payout,which limits the overall payout potential.The Companys current practice is to grant our named executive of

201、ficers both options and restricted stock units.This mixture is designed to provide a balance between the goals of increasing the price of our common stock(as stock options only have value if the stock price increases after the option is granted)and avoiding risks that could threaten the Companys gro

202、wth and stability(as restricted stock units are exposed to decreases in our stock price).Because grants are generally subject to vesting schedules,they help ensure that executives always have significant value tied to long-term stock price performance.For these reasons,the Board of Directors is aski

203、ng stockholders to support this proposal.Although the vote we are asking you to cast is non-binding,the Compensation Committee and the Board of Directors value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our named exec

204、utive officers.THE BOARD OF DIRECTORS RECOMMENDS A VOTE“FOR”APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.Proxy Statement13 PROPOSAL NO.4.NON-BINDING ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES In Proposal 3,we are asking stockholders to cast an advisory vote

205、for the compensation disclosed in this proxy statement that the Company paid in 2011 to our named executive officers.This advisory vote is referred to as a“say-on-pay”vote.In this Proposal 4,the Board of Directors is asking stockholders to cast a non-binding,advisory vote on how frequently we should

206、 have say-on-pay votes in the future.Stockholders will be able to mark the enclosed proxy card or voting instruction form on whether to hold say-on-pay votes every one,two or three years.Alternatively,you may indicate that you are abstaining from voting.“RESOLVED,that the stockholders of the Company

207、 recommend,in a non-binding vote,whether an advisory vote to approve the compensation of the Companys named executive officers should occur every one,two or three years.”After considering this item,the Board of Directors has determined that a vote every year on executive compensation is appropriate.

208、By providing an advisory vote on executive compensation on an annual basis,our stockholders will be able to provide us with timely and direct input on our compensation philosophy,policies and practices as disclosed in the proxy statement every year.Therefore,the Board of Directors recommends that yo

209、u vote to hold say-on-pay votes every year.This vote,like the say-on-pay vote itself,is not binding on the Board of Directors.However,the Board of Directors values stockholders input and will consider the outcome of this vote when determining the frequency of future say-on-pay votes.THE BOARD OF DIR

210、ECTORS RECOMMENDS A VOTE“FOR”CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY YEAR.Proxy Statement14 Equity Compensation Plan Information The following table summarizes information with respect to options and other equity awards under Landecs equity compensation plans as of May 29,20

211、11:Plan Category (a)Number of Securities tobe Issued Upon Exerciseof Outstanding Options,Warrants and Rights(1)Weighted Average Exercise Price of Outstanding Options,Warrants and Rights(2)Number of SecuritiesAvailable for Future Issuance Under EquityCompensation Plans(Excluding SecuritiesReflected i

212、n Column(a)Equity compensation plans approved by security holders.2,415,085$6.46 640,976(3)Equity compensation plans not approved by security holders.318,753(4)$5.59 Total.2,733,838$6.34 640,976 (1)Includes only options and restricted stock units outstanding under Landecs equity compensation plans,a

213、s no stock warrants or other rights wereoutstanding as of May 29,2011.(2)The weighted average exercise price does not take restricted stock units into account as restricted stock units have no purchase price.(3)Represents shares available for issuance pursuant to the 2009 Stock Incentive Plan.(4)Rep

214、resents shares to be issued upon exercise of options that are outstanding under the 1996 Non-Executive Stock Option Plan and the New Executive Stock Option Plan,both of which have been terminated,and no future awards will be made pursuant to such plans.A description of these plans is set forth under

215、 Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 29,2011.The 2009 Stock Incentive Plan The 2009 Stock Incentive Plan(the“2009 Plan”),which was approved by stockholders in October 2009,authorizes the grant of equity awa

216、rds,including stock options,restricted stock and restricted stock units to employees,including officers,outside consultants and non-employee directors of the Company.The exercise price of the stock options granted under the 2009 Plan is the fair market value of the Companys Common Stock on the date

217、the options were granted.1,900,000 shares are authorized to be issued under this plan.Options granted under the 2009 Plan generally are exercisable upon vesting and generally vest ratably over three years.The 2005 Stock Incentive Plan The 2005 Stock Incentive Plan,which was approved by stockholders

218、and has been terminated,authorized the grant of equity awards,including stock options,restricted stock units and restricted stock to employees,including officers,outside consultants and non-employee directors of the Company.The exercise price of stock options granted under this plan was the fair mar

219、ket value of the Companys Common Stock on the date the options were granted.861,038 shares were authorized to be issued under this plan.Options generally were exercisable upon vesting and generally vested ratably over three years.No future awards will be made pursuant to this plan.The 1996 Non-Execu

220、tive Stock Option Plan The 1996 Non-Executive Stock Option Plan authorized the grant of non-qualified stock options to employees,including officers,and outside consultants of the Company.This plan was not approved by the Companys stockholders and has been terminated.The exercise price of the options

221、 was equal to the fair market value of the Companys Common Stock on the date the options were granted.As amended in 1999,1,500,000 shares were authorized to be issued under this plan.Options generally were exercisable upon vesting and generally vested ratably over four years.No future awards will be

222、 made pursuant to this plan.The New Executive Stock Option Plan The New Executive Stock Option Plan authorized the grant of non-statutory stock options to officers of the Company or officers of Apio or Landec Ag LLC whose employment with each of those companies began after October 24,2000.The plan w

223、as not approved by stockholders and has been terminated.The exercise price of the non-statutory stock options was no less than 100%and 85%,for named executive officers and officers other than named executive officers,respectively,of the fair market value of the Companys Common Stock on the date the

224、options were granted.Options generally were exercisable upon vesting and generally vested ratably over four years.210,000 shares were authorized to be issued under this plan.No future awards will be made pursuant to this plan.Proxy Statement15 AUDIT COMMITTEE REPORT The information contained in this

225、 report shall not be deemed to be“soliciting material”or“filed”with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934,as amended(the“Exchange Act”),except to the extent that the Company specifically incorporates it by reference into a document filed under the

226、 Securities Act of 1933,as amended(the“Securities Act”),or the Exchange Act.Composition The Audit Committee of the Board of Directors consists of the three directors whose names appear below and operates under a written charter adopted by the Board of Directors.Each member of the Audit Committee mee

227、ts the independence and financial experience requirements of NASDAQ and the SEC currently in effect.In addition,the Board of Directors has determined that each of Mr.Halprin,Dr.Bristow and Mr.Goldby is an audit committee financial expert,as defined by the rules and regulations of the SEC.Responsibil

228、ities The responsibilities of the Audit Committee include appointing an independent registered public accounting firm and assisting the Board of Directors oversight of the preparation of the Companys financial statements.The independent registered public accounting firm is responsible for performing

229、 an independent audit of the Companys consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon.Management is responsible for the Companys internal controls and financial reporting process.The Audit Committees responsibility is to ove

230、rsee these processes and the Companys internal controls.The Audit Committee members are not acting as professional accountants or auditors,and their functions are not to duplicate or to certify the activities of management and the independent registered public accounting firm.Review with Management

231、and Independent Auditors The Audit Committee held four meetings during fiscal year 2011.The Audit Committee met and held discussions with management and representatives of the Companys independent registered public accounting firm,Ernst&Young LLP.Management represented to the Audit Committee that th

232、e Companys consolidated financial statements for the fiscal year ended May 29,2011,were prepared in accordance with generally accepted accounting principles,and the Audit Committee has reviewed and discussed the consolidated financial statements for the fiscal year ended May 29,2011,with management

233、and the Companys independent registered public accounting firm.The Audit Committee met with the Companys independent registered public accounting firm,with and without management present,to discuss the overall scope and plans for their audit,the results of their examination,their evaluation of the C

234、ompanys internal controls and the overall quality of the Companys financial reporting.The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards(“SAS”)No.114,The Auditors Communication with Those Charged wi

235、th Governance,as adopted by the Public Company Accounting Oversight Board(“PCAOB”)in Rule 3200T,which supersedes SAS No.61,as amended,including the judgment of the independent registered public accounting firm as to the quality of the Companys accounting principles.The Audit Committee also received

236、the written disclosures and the letter from Ernst&Young LLP required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning independence,and the Audit Committee discussed the independence of Ernst&Young LLP with that firm.The

237、Audit Committee has considered the compatibility of non-audit services with the auditors independence.Charter The Board has adopted a written charter for the Audit Committee.The charter is reviewed annually for changes,as appropriate,and was last amended in July 2006.A copy of the charter of the Aud

238、it Committee is available on the Companys website at .Proxy Statement16 Summary Based upon the Audit Committees discussions with management and the Companys independent registered public accounting firm,the Audit Committees review of the representations of management and the report of the independen

239、t registered public accounting firm to the Audit Committee,the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended May 29,2011,as filed with the SEC.This report is su

240、bmitted by the Audit Committee.Stephen E.Halprin(Chairman)Duke K.Bristow,Ph.D.Steven Goldby Proxy Statement17 EXECUTIVE OFFICERS OF THE COMPANY The following sets forth certain information with regard to executive officers of the Company.Ages are as of August 15,2011.Gary T.Steele(age 62)has been Pr

241、esident,Chief Executive Officer and a director of the Company since 1991 and Chairman of the Board of Directors since January 1996.Mr.Steele has over 30 years of experience in the biotechnology,instrumentation and material science fields.From 1985 to 1991,Mr.Steele was President and Chief Executive

242、Officer of Molecular Devices Corporation,a bioanalytical instrumentation company.From 1981 to 1985,Mr.Steele was Vice President,Product Development and Business Development at Genentech,Inc.,a biomedical company focusing on pharmaceutical drug development.Mr.Steele has also worked with McKinsey&Comp

243、any and Shell Oil Company.David D.Taft,Ph.D.(age 73)has been Chief Operating Officer of the Company since 1993 and was Chief Operating Officer of Apio from October 2002 to May 2005.Dr.Taft also served as a director of the Company from 1990 through 1995.From February 1986 to April 1993,Dr.Taft was Vi

244、ce President and Group Manager of the Manufacturing Group at Raychem Corporation.From July 1983 to January 1986,Dr.Taft was Group Manager of the Telecom Group at Raychem Corporation and was appointed to the position of Vice President in October 1984.Dr.Taft has over 40 years of experience in the spe

245、cialty chemical industry in research and development,sales and marketing,manufacturing and general management.Prior to joining Raychem Corporation,Dr.Taft was Executive Vice President of the Chemical Products Division and a Director of Henkel Corporation.Dr.Taft was also an executive with General Mi

246、lls Chemicals and Ashland Chemical.Ronald Midyett(age 45)has been President and Chief Executive Officer of Apio since January 2008,and a Vice President of the Company since February 2008.Mr.Midyett joined Apio in May 2005 as Chief Operating Officer.Prior to joining Apio,Mr.Midyett was Senior Vice Pr

247、esident of Operations for Dole Fresh Vegetables.Mr.Midyett has over 20 years of technology and operations experience in the produce industry.Mr.Midyett is currently a member of the board of directors of the United Fresh Fruit and Vegetable Association and a director of Windset Holdings 2010 Ltd.,a p

248、rivately held Canadian corporation.Dennis J.Allingham(age 60)has been the President,Chief Executive Officer and a director of Lifecore Biomedical since February 2004.He served as the Companys General Manager and Chief Financial Officer for the eight years prior to his appointment as CEO.Mr.Allingham

249、 has over 25 years of progressive business and management experience in executive positions and as a director within the pharmaceutical and health care distribution,manufacturing and retail industries.Gregory S.Skinner(age 50)has been Chief Financial Officer and Vice President of Finance of the Comp

250、any since November 1999 and Vice President of Administration since November 2000.From May 1996 to October 1999,Mr.Skinner served as Controller of the Company.From 1994 to 1996,Mr.Skinner was Controller of DNA Plant Technology and from 1988 to 1994 he was with Litton Electron Devices.Prior to joining

251、 Litton Electron Devices,Mr.Skinner was with Litton Industries,Inc.and Arthur Anderson&Company.Steven P.Bitler,Ph.D.(age 53)has been Vice President,Corporate Technology of the Company since March 2002.From 1988 until March 2002,Dr.Bitler held various positions with the Company related to the Company

252、s polymer product development and thermal switch products.Prior to joining the Company,Dr.Bitler developed new high strength polymeric materials at SRI International.Damian Hajduk,Ph.D.(age 42)has been Chief Scientific Officer of the Company since April 2010.Prior to joining the Company,Dr.Hajduk he

253、ld a variety of scientific and leadership positions from 1997 to 2010 at Symyx Technologies,Inc.,a materials research and informatics company.Molly A.Hemmeter(age 44)has been Chief Commercial Officer since December 2010 and before that Vice President,Business Development and Global Marketing of the

254、Company since being hired in June of 2009.From July 2006 until joining the Company in June 2009,Ms.Hemmeter was Vice President of Global Marketing and New Business Development for the Performance Materials division of Ashland,Inc.,a global specialty chemicals company.Prior to joining Ashland,Inc.,Ms

255、.Hemmeter was Vice President of Strategy and Marketing for Siterra Corporation in San Francisco,a privately held company delivering on-demand software for managing real estate asset portfolios.Proxy Statement18 COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table se

256、ts forth the beneficial ownership of the Companys Common Stock as of August 15,2011 as to(i)each person who is known by the Company to beneficially own more than five percent of any class of the Companys voting stock,(ii)each of the Companys directors,(iii)each of the executive officers named in the

257、 Summary Compensation Table of this proxy statement(the“Named Executive Officers”),and(iv)all directors and executive officers as a group.The business address of each director and executive officer named below is c/o Landec Corporation,3603 Haven Avenue,Menlo Park,CA 94025.SHARES BENEFICIALLY OWNED(

258、1)NAME NUMBER OF SHARES OF COMMON STOCK PERCENT OFTOTAL(2)5%Stockholders Security Investors,LLC.2,431,967(3)9.21%One Security Benefit Place Topeka,KS 66636 Riverbridge Partners LLC.2,048,682(4)7.76%801 Nicollet Mall,#600 Minneapolis,MN 55402 Wynnefield Capital,Inc.2,012,714(5)7.62%450 Seventh Ave,#5

259、09 New York,NY 10123 Dimensional Fund Advisors,L.P.(US).1,958,938(6)7.42%6300 Bee Cave Road,Building One Austin,TX 78746 Blackrock Global Investors.1,540,569(7)5.83%400 Howard St.San Francisco,CA 94105 Executive Officers and Directors Gary T.Steele.540,431(8)2.05%President and Chief Executive Office

260、r and Chairman of the Board of Directors Gregory S.Skinner.281,864(9)1.07%Chief Financial Officer and Vice President of Finance&Administration Dennis J.Allingham.22,500(10)*President and Chief Executive Officer of Lifecore Biomedical,LLC and Vice President of Landec Ronald Midyett.263,943(11)1.00%Pr

261、esident and Chief Executive Officer of Apio,Inc.and Vice President of Landec David D.Taft,Ph.D.192,822(12)*Chief Operating Officer Duke K.Bristow,Ph.D.,Director.68,335(13)*Proxy Statement19 SHARES BENEFICIALLY OWNED(1)NAME NUMBER OF SHARES OF COMMON STOCK PERCENT OFTOTAL(2)Frederick Frank,Director.3

262、52,224(14)1.33%Steven Goldby,Director.27,709(15)*Stephen E.Halprin,Director.125,852(16)*Dean Hollis,Director.18,542(17)*Richard S.Schneider,Ph.D.,Director.149,487(18)*Robert Tobin,Director.68,335(19)*Nicholas Tompkins,Director.52,337(20)*All directors and executive officers as a group(17 persons).2,

263、315,877(21)8.36%*Less than 1%(1)Except as indicated in the footnotes to this table and pursuant to applicable community property laws,the persons named in the table have sole voting and investment power with respect to all shares of capital stock.(2)As of August 15,2011,26,412,131 shares of Common S

264、tock were issued and outstanding.Percentages are calculated with respect to a holder of options exercisable within 60 days after August 15,2011 as if such holder had exercised his options.Option shares held by other holders are not included in the percentage calculation with respect to any other hol

265、der.(3)This information is based on a Form 13F filed by Security Investors,LLC with the SEC showing its holdings as of June 30,2011 (4)This information is based on a Form 13F filed by Riverbridge Partners,LLC with the SEC showing such beneficial owners holdings as of June 30,2011.(5)This information

266、 is based on a Form 13F filed by Wynnefield Capital,Inc with the SEC showing such beneficial owners holdings as of June 30,2011.(6)This information is based on a Form 13F filed by Dimensional Fund Advisors,L.P.(US)with the SEC showing its holdings as of June 30,2011.(7)This information is based on a

267、 Form 13F filed by BlackRock Global Investors with the SEC showing its holdings as of June 30,2011.(8)This number includes 241,432 shares held in trust of which Mr.Steele is a beneficial owner.This number also includes 298,999 shares subject to outstanding stock options exercisable within 60 days af

268、ter August 15,2011.(9)This number includes 10,750 shares subject to outstanding stock options exercisable within 60 days after August 15,2011,owned by Stacia Skinner,Mr.Skinners wife,and 5,911 shares owned by Mrs.Skinner.This number also includes 105,833 shares subject to outstanding stock options e

269、xercisable within 60 days after August 15,2011.(10)This number includes 22,500 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.Proxy Statement20(11)This number includes 260,610 shares subject to outstanding stock options exercisable within 60 days after Au

270、gust 15,2011.(12)This number includes 57,610 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(13)This number includes 60,000 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(14)This number includes 80,000 shares

271、subject to outstanding stock options exercisable within 60 days after August 15,2011.(15)This number includes 24,375 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(16)This number includes 45,852 shares held in a trust of which Mr.Halprin is a beneficial

272、owner.This number also includes 80,000 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(17)This number includes 16,875 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(18)This number includes 74,487 shares held i

273、n a trust of which Dr.Schneider is a beneficial owner.This number also includes 75,000 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(19)This number includes 60,000 shares subject to outstanding stock options exercisable within 60 days after August 15,20

274、11.(20)This number also includes 20,000 shares subject to outstanding stock options exercisable within 60 days after August 15,2011.(21)This number includes an aggregate of 1,285,962 shares held by officers and directors,which are subject to outstanding stock options exercisable within 60 days after

275、 August 15,2011.Proxy Statement21 EXECUTIVE COMPENSATION AND RELATED INFORMATION Compensation Discussion and Analysis This Compensation Discussion and Analysis section discusses the compensation programs and policies for our named executive officers.The CD&A also provides an overview of the Compensa

276、tion Committees role in the design and administration of these programs and policies,and its role in making specific compensation decisions for our named executive officers.Our Named Executive Officers for fiscal year 2011 are Gary T.Steele,President and Chief Executive Officer and Chairman of the B

277、oard,David D.Taft,Ph.D.,Chief Operating Officer,Gregory S.Skinner,Vice President of Finance and Chief Financial Officer,Dennis Allingham,President and Chief Executive Officer of Lifecore Biomedical,LLC(“Lifecore”),and Ronald Midyett,President and Chief Executive Officer of Apio,Inc.(“Apio”).These in

278、dividuals are referred to as the“Named Executive Officers.”Overview of Compensation Program and Philosophy Landecs compensation program is intended to meet three principal objectives:(1)attract,reward and retain officers and other key employees;(2)motivate these individuals to achieve the Companys s

279、hort-term and long-term corporate goals;and(3)align the interests of our executives with those of our stockholders.The compensation program is designed to balance an executives achievements in managing the day-to-day business and addressing shorter-term challenges facing the Company or its subsidiar

280、ies,such as the effects of weather-related disruptions and competitive pressures,with incentives to achieve our long-term vision to be the innovative leader in our food products technology,hyaluronan-based biomaterials and technology licensing businesses.The above policies guide the Compensation Com

281、mittee(the“Committee”)in assessing the proper allocation between long-term compensation,current cash compensation and short-term bonus compensation.Other considerations include Landecs business objectives,its fiduciary and corporate responsibilities(including internal equity considerations and affor

282、dability),competitive practices and trends and regulatory requirements.Establishing Executive Compensation Landecs executive compensation program is overseen and administered by the Committee,which is comprised entirely of independent directors as determined in accordance with various NASDAQ,SEC and

283、 Internal Revenue Code rules.The Committee operates under a written charter adopted by our Board.A copy of the Committees charter is available at .In determining the particular elements of compensation that are used to implement Landecs overall compensation policies,the Committee takes into consider

284、ation a number of factors related to Landecs performance,such as Landecs earnings per share,profitability,revenue growth and business-unit-specific operational and financial performance,as well as competitive practices among our peer group.The Committee reviews market compensation levels and practic

285、es annually to determine whether any adjustments to an individual Named Executive Officers compensation are warranted.The Committee obtains information on the competitive market using Equilar,an executive and board compensation research firm,as our primary source.Equilar draws data from proxy statem

286、ents and reports filed with the SEC.This allows the Committee to benchmark the actual compensation levels for the Named Executive Officers in our three main business categories.The Committee on occasion meets with Landecs President and Chief Executive Officer,Mr.Steele,and/or other executives to obt

287、ain recommendations with respect to Company compensation programs,practices and packages for executives,other employees and directors.Management makes recommendations to the Committee on the base salary,bonus targets and equity compensation for the executive team and other employees.Peer Group The C

288、ompanys peer group typically includes a broad range of companies in the materials science and food industries with whom Landec competes for executive talent.For fiscal year 2011,the peer group was organized into three categories,Food,Specialty Polymers and greater Silicon Valley public companies,whi

289、ch align with our three business groups.We factored into our selection revenues,market capitalization and/or number of employees.The result was a peer group that consisted of the following companies:Accuray,Biomarin Pharmaceutical,Calavo Growers,Chiquita Brands International,Diamond Foods,Exponent,F

290、resh Del Monte Produce,Leapfrog,Onyx Pharmaceutical,Palm,Peets Coffee and Tea,Tivo,Metabolix,OM Group,Omnova Solutions,Polypore International and Quaker Chemical.The Committee monitors the peer group to assess its appropriateness as a source of competitive compensation data and reassesses the releva

291、nce of the peer group as needed realizing that the acquisition of Lifecore has added a new diversity in the Company.Proxy Statement22 Data on the compensation practices of the above-mentioned peer group was gathered using Equilars web-based compensation survey data.Peer group data is gathered with r

292、espect to base salary,bonus targets and all equity and non-equity awards(including stock options,performance shares,restricted stock and long-term,cash-based awards).Peer group data does not include generally available benefits,such as 401(k)plans or health care coverage.Landecs goal is to target ba

293、se pay and total cash compensation at the markets 50th percentile based on market and industry data.In determining base salary,the Committee considers other factors such as job performance,skill set,prior experience,the executives time in his or her position and/or with Landec,internal consistency r

294、egarding pay levels for similar positions or skill levels within the Company,external pressures to attract and retain talent,and market conditions generally.Targeting total compensation at the 50th percentile and providing the opportunity to earn incentive compensation rewards,allows total compensat

295、ion to be competitive as a whole,while taking into account business cyclicality.Base pay and target cash compensation are analyzed by management to determine variances to the Companys compensation targets using the combination of publicly available information and survey data as described above.Elem

296、ents of Compensation There are three major elements that comprise Landecs compensation program:(i)base salary;(ii)annual cash incentive opportunities,including bonuses;and(iii)equity incentives in the form of stock options and/or restricted stock unit awards.Base Salaries The base salaries of execut

297、ive officers are set at levels intended to be competitive with other companies engaged in similar activities and with other businesses of comparable size,scope and location that compete for executive talent.To retain and attract the level of talent necessary for Landec to succeed,the Committee expec

298、ts that the base salaries should be in the middle of the range of base salaries for comparable positions.Base salaries are not necessarily adjusted annually but are generally adjusted when the Committee judges that a change is warranted by a change in an executive officers responsibilities,demonstra

299、ted performance or relevant market data.For a discussion of base salary decisions made in or for fiscal year 2011,see“Compensation of Chief Executive Officer”and“Compensation of Other Named Executive Officers”below.The salaries paid to the Named Executive Officers in fiscal year 2011 are shown in th

300、e Summary Compensation Table.Annual Cash Incentive Award Plan Landec maintains an annual cash incentive award plan for senior executives to encourage and reward achievement of Landecs business goals and to assist Landec in attracting and retaining executives by offering an opportunity to earn a comp

301、etitive level of compensation.Consistent with our overall compensation objective of linking compensation to performance,aligning executive compensation with stockholder interests and attracting and retaining top level executive officers in the industry,annual cash incentive award targets are set as

302、a percentage of base salary.Incentive award targets and ranges are typically set early in each fiscal year.Specific criteria for corporate,business unit and individual objectives are also set at this time.The overall corporate objectives are intended to be challenging but achievable.Such objectives

303、are based on actual performance compared to predetermined financial performance targets,which are weighted depending upon whether the employee is a member of a business unit or the corporate staff.In the case of the executive officers,including the Named Executive Officers,the incentive award target

304、s and criteria are approved by the Committee.Fiscal Year 2011 Cash Incentive Award Plan:At the beginning of fiscal year 2011,in approving the cash incentive award plan for the year(the“2011 Incentive Award Plan”),the Board of Directors set financial objectives on a consolidated basis and for each bu

305、siness unit.The financial objectives were based on the internally-developed financial plan for the fiscal year.In fiscal year 2011,the Companys financial performance was measured based on established targets for revenue and operating income,and in order for our Named Executive Officers to earn a cas

306、h incentive award under the 2011 Incentive Award Plan,they had to meet the revenue and operating income targets.For fiscal year 2011,the CEO had a target cash incentive award of 80%of base salary up to a maximum of 100%of his base salary,and the other Named Executive Officers had target incentive aw

307、ards of 40%to 50%of base salary up to a maximum of 83%to 104%of their base salary.Proxy Statement23 For the CEO,COO and CFO,(“Corporate Executives”),the award target for fiscal year 2011 was based on the Companys annual consolidated financial results,and consisted of targets for the Companys consoli

308、dated revenues of$281.9 million and consolidated operating income of$17.6 million.For the CEO of Apio,a business unit and subsidiary of Landec,the award target was based on Apios annual financial results,and consisted of targets for Apios revenues of$245.4 million and operating income target of$14.7

309、 million.For the CEO of Lifecore,a business unit and subsidiary of Landec,the award target was based on Lifecores annual financial results,and consisted of targets for Lifecores revenues of$28.8 million and operating income target of$5.7 million.For fiscal year 2011,the Corporate Executives and the

310、CEO of Apio did not earn a cash incentive award because the revenue and operating income targets for Landec and Apio were not exceeded.The CEO of Lifecore received an incentive award because the revenue and operating income targets for Lifecore were exceeded.Based on the metrics described above,the

311、Named Executive Officers target incentive awards,maximum awards and actual amounts earned for fiscal year 2011are as follows:Named Executive Officer Target Incentive Awards Maximum Incentive Awards Earned Incentive Awards Gary T.Steele.$360,000$450,000$0 Gregory S.Skinner.$155,000$310,000$0 Dennis J

312、.Allingham.$144,000$299,520$260,066 Ronald Midyett.$137,500$286,545$0 David D.Taft,Ph.D.$162,500$325,000$0 Long-Term Incentive Compensation Landec provides long-term incentive compensation through awards of stock options and restricted stock units(also referred to as“restricted stock units,”“RSUs”or

313、“stock awards”)that generally vest over multiple years.Landecs equity compensation program is intended to align the interests of officers with those of the stockholders by creating an incentive for officers to maximize long-term stockholder value.The equity compensation program also is designed to e

314、ncourage officers to remain employed with Landec despite a competitive labor market in its industry.Awards to eligible employees,including Named Executive Officers,are generally made on an annual basis.Awards must be approved by the Committee or the Board.In general,the number of options/RSUs awarde

315、d to each executive officer is determined subjectively based on a number of factors,including the officers degree of responsibility,general level of performance,ability to affect future Company performance,salary level and recent noteworthy achievements,as well as prior years awards.All grants have

316、been approved by the Board of Directors or the Committee and have a per share exercise price equal to the fair market value of Landec Common Stock on the grant date.The Committee has not granted,nor does it intend in the future to grant,equity compensation awards to executives in anticipation of the

317、 release of material nonpublic information that is likely to result in changes to the price of Landec Common Stock,such as a significant positive or negative earnings announcement.Similarly,the Committee has not timed,nor does it intend in the future to time the release of material nonpublic informa

318、tion based on equity award grant dates.Also,because equity compensation awards typically vest over a three or four year period,the value to recipients of any immediate increase in the price of Landecs stock following a grant will be attenuated.The Committee regularly monitors the environment in whic

319、h Landec operates and makes changes to the Companys equity compensation program to help the Company meet its goals,including achieving long-term stockholder value.In order to continue to attract and retain highly skilled employees,the Committee has implemented changes to Landecs equity compensation

320、program designed to reward Landecs employees for their hard work and commitment to the long-term success and growth of Landec.To this end,the Company grants both stock options and RSUs as part of its equity compensation program.Landec grants stock options because they can be an effective tool for me

321、eting Landecs compensation goal of increasing long-term stockholder value so that employees are able to profit from stock options only if Landecs stock price increases in value over the stock options exercise price.Landec believes the options that it grants provide effective incentives to option hol

322、ders to achieve increases in the value of Landecs stock.Landec grants RSUs because they provide a more predictable value to employees than stock options,and therefore are efficient tools in retaining and motivating employees,while also serving as an incentive to increase the value of Landecs stock.R

323、SUs also can be a more efficient means of using equity plan share reserves because fewer RSUs are needed to provide a retention and incentive value as compared to awards of stock options.Proxy Statement24 Long Term Incentive Awards:Generally,in May of each year,the Company implements a broad-based e

324、quity award program for certain of its employees.In May 2011,the Company implemented such a program(the“2011 Equity Award Plan”).However,the Compensation Committee determined that in light of our pay-for-performance philosophy,no awards under the 2011 Equity Award Plan were approved for our executiv

325、e officers,including our Named Executive Officers.Retirement Benefits under the 401(k)Plan,Executive Perquisites and Generally Available Benefit Programs Landec maintains a tax-qualified 401(k)Plan,which provides for broad-based employee participation.Under the 401(k)Plan,all Landec employees are el

326、igible to receive matching contributions from Landec that are subject to vesting over time.The matching contribution for the 401(k)Plan in fiscal year 2011 was$0.67 for each dollar on the first 6%of each participants pretax contributions and was calculated and paid on a payroll-by-payroll basis,subj

327、ect to applicable federal limits,and subject to vesting.Landec also makes an annual“reconciling match”designed to more evenly determine the amount of matching contributions that eligible employees receive.This reconciling match works by recalculating the regular matching contribution as if it were p

328、aid on an annualized,instead of payroll-by-payroll,basis.If the annualized matching contribution would have been higher,Landec contributes a matching contribution equal to the difference between the two.Other than the 401(k)Plan,Landec does not provide defined benefit pension plans or defined contri

329、bution retirement plans to its executives or other employees.Landec also offers a number of other benefits to the Named Executive Officers pursuant to benefit programs that provide for broad-based employee participation.These benefits programs include medical,dental and vision insurance,long-term an

330、d short-term disability insurance,life and accidental death and dismemberment insurance,health and dependent care flexible spending accounts,wellness programs,educational assistance and certain other benefits.The 401(k)Plan and other generally available benefit programs allow Landec to remain compet

331、itive with respect to employee talent,and Landec believes that the availability of the benefit programs generally enhances employee productivity and loyalty to Landec.The main objectives of Landecs benefits programs are to give our employees access to quality healthcare,financial protection from unf

332、oreseen events,assistance in achieving retirement financial goals and enhanced health and productivity.These generally available benefits typically do not specifically factor into decisions regarding an individual executives total compensation or equity award package.Compensation of Chief Executive

333、Officer In fiscal year 2010,the Company and our Chief Executive Officer entered into an amendment to the original Executive Employment Agreement pursuant to which Mr.Steeles annual salary for the period commencing January 1,2010 through December 31,2010,remained at$375,000 rather than increasing to$450,000 as had been provided in his original Executive Employment Agreement.Pursuant to the Executiv