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

(d) On November 13, 2012, the authorized number of directors on the Board of Directors (the "Board") of Landec Corporation (the "Company") was increased from eight (8) to ten (10).

(i) On November 13, 2012, the Board elected Dr. Catherine Sohn to serve as a member of the Board as a Class 1 Director, and as a member of the Nominating and Corporate Governance Committee. Dr. Sohn has not had any direct or indirect material interest in any transaction since the beginning of the Company's last fiscal year, or in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000.

In connection with her election, the Company granted Dr. Sohn an option to purchase 10,000 shares of the Company's Common Stock, vesting in equal monthly installments over three years, as well as 3,333 Restricted Stock Units, which vest fully on the third anniversary of the grant.

(ii) On November 13, 2012, the Board elected Tonia Pankopf to serve as a member of the Board as a Class 2 Director, and as a member of the Audit Committee. Ms. Pankopf has not had any direct or indirect material interest in any transaction since the beginning of the Company's last fiscal year, or in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000.

In connection with her election, the Company granted Ms. Pankopf an option to purchase 10,000 shares of the Company's Common Stock, vesting in equal monthly installments over three years, as well as 3,333 Restricted Stock Units, which vest fully on the third anniversary of the grant.

---