Availability of Proxy Statement and Annual Report.    This Proxy Statement and our Annual Reportelected for the fiscal year ended August 26, 2017 (the "Annual Report") is available to our stockholders electronically via the Internet at www.thesimplygoodfoodscompany.com. On December 21, 2017, we also began mailing this Proxy Statement and the Annual Report to our stockholders of record as of the Record Date.

Information About Voting

        Stockholders can vote in personone-year terms. As a result, at the Annual Meeting or by proxy. There are three ways to vote by proxy:

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By Telephone—Stockholders who received a proxy card by mail and are located in the United States can vote by telephone by calling the phone number, and following the instructions, on the proxy card;



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By Internet—You can vote over the Internet atwww.proxyvote.com; or



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By Mail—If you received your proxy materials by mail, you can vote by mail by signing, dating and mailing the enclosed proxy card.

        Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (ET) on January 30, 2018. We encourage you to submit your proxy as soon as possible (by telephone, Internet or by mail) even if you plan to attend the meeting in person.

        If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record as to how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card and bring it to the Annual Meeting in order to vote.

        Please note that if you hold your shares through a broker, your broker cannot vote your shares on the election of directors unless you have given your broker specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

        If you vote by proxy, the individuals named on the proxy card (your "proxies") will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against all, any or none of the nominees for director and whether your shares should be voted for or against each of the other proposals. If you sign and return the proxy card without indicating your instructions, your shares will be voted as follows:

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FOR the election of all three Class I nominees for director;



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FOR the ratification of the appointment of Ernst & Young LLP ("Ernst & Young") as our independent registered public accounting firm for our 2018 fiscal year; and



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For any other matter properly presented before the meeting, in the discretion of the proxies.

        You may revoke or change your proxy before the meeting for any reason by (1) if you are a registered stockholder (or if you hold your shares in "street name" and have a proper legal proxy from

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your broker), voting in person at the Annual Meeting, (2) submitting a later-dated proxy, either by telephone or online (your last vote before the meeting begins will be counted), or (3) sending a written revocation that is received before the Annual Meeting to the Corporate Secretary of The Simply Good Foods Company, c/o The Simply Good Foods Company, 1050 17th Street, Suite 1500, Denver, Colorado, 80265.

        Each share of our common stock is entitled to one vote. As of the Record Date, there were 70,582,573 shares of our common stock outstanding.

Quorum Requirement

        A quorum is necessary to hold a valid meeting. A quorum will exist if stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting are present, in person or by proxy. Abstentions and broker "non-votes" are counted as present for purposes of determining whether a quorum exists. A broker "non-vote" occurs when a bank or broker holding shares for a beneficial owner does not voteseats on a proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Banks and brokers will have discretionary voting power for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our 2018 fiscal year (Proposal 2), but not for voting on the election of the Class I director nominees (Proposal 1).

Required Votes for Action to be Taken

        Three Class I directors have been nominated for election to our Board of Directors at the Annual Meeting. Our Amended and Restated Bylaws (the "Bylaws") provide that directors shall be elected by a plurality of the votes of the shares present and entitled to vote and actually cast on the election of such directors. This means that the three Class I director nominees receiving the highest number of "FOR" votes cast will be elected. Abstentions and broker non-votes will have no effect on the outcome of theare up for election.

        For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, the affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of common stock present or represented at the Annual Meeting and voting on the matter is required in order to be approved. Abstentions will have no effect on this proposal. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

Brokers and custodians cannot vote uninstructed shares on your behalf in director elections. For your vote to be counted, you must submit your voting instruction form to your broker or custodian.

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Other Business to be Considered

        Our Board of Directors does not intend to present any business at the Annual Meeting other than the proposals described in this Proxy Statement and knows of no other matters that are likely to be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, your proxies will act on such matter in their discretion.

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CORPORATE GOVERNANCE

Board of Directors

        In accordance with our Amended and Restated Certificate of Incorporation, our Board of Directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Except as otherwise provided by law and subject to the terms of two investorsthe investor rights agreementsagreement (the “Investor Rights Agreement”) entered into between Simply Good Foodsthe Company and Conyers Park Sponsor, LLC ("(“Conyers Park Sponsor"Sponsor”), and Simply Good Foods, Conyers Park Sponsor and Atkins Holdings LLC (the "Investor Rights Agreements"), as part of the Business Combination, and any other rights of any class or series of preferred stock that may be issued in the future, vacancies on our Board of Directors (including a vacancy created by an increase in the size of the Board of Directors)Board) may be filled only by the remaining directors. See "Certain“Certain Relationships and Related Person Transactions—Transactions — Investor Rights Agreements"Agreement” below for additional information on certain director nomination rights.