UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2023
The Simply Good Foods Company
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38115 | | 82-1038121 |
| (State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| incorporation or organization) | | | | Identification Number) |
1225 17th Street, Suite 1000
Denver, CO 80202
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(303) 633-2840
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | SMPL | | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 19, 2023, The Simply Good Foods Company (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only, via the internet, with no physical in-person meeting. On January 24, 2023, the Company filed a Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware to effect the amendments approved by the Company’s stockholders at the Annual Meeting. A summary of the material terms of the amendments included in the Restated Certificate are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 8, 2022 (the “Proxy Statement”). The summary of the amendments included in the Restated Certificate set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 19, 2023, at the Annual Meeting, stockholders present in person, including by means of remote communication, or represented by proxy voted on the matters described below. The final voting results of the matters submitted to a vote of the stockholders were as follows:
Proposal 1. Election of 11 director nominees to serve until the 2024 annual meeting of stockholders and thereafter until their successors are duly elected and qualified:
| Name | | For | | | Against | | | Abstain | | | Non-votes | |
| Clayton C. Daley, Jr. | | | 90,187,440 | | | | 366,438 | | | | 8,250 | | | | 1,016,449 | |
| Nomi P. Ghez | | | 83,604,220 | | | | 6,949,657 | | | | 8,251 | | | | 1,016,449 | |
| Michelle P. Goolsby | | | 86,897,288 | | | | 3,656,584 | | | | 8,256 | | | | 1,016,449 | |
| James M. Kilts | | | 84,685,723 | | | | 5,476,244 | | | | 400,161 | | | | 1,016,449 | |
| Robert G. Montgomery | | | 90,427,498 | | | | 126,601 | | | | 8,029 | | | | 1,016,449 | |
| Brian K. Ratzan | | | 89,865,562 | | | | 688,538 | | | | 8,028 | | | | 1,016,449 | |
| David W. Ritterbush | | | 90,426,498 | | | | 127,601 | | | | 8,029 | | | | 1,016,449 | |
| Joseph E. Scalzo | | | 90,426,501 | | | | 127,598 | | | | 8,029 | | | | 1,016,449 | |
| Joseph J. Schena | | | 90,429,424 | | | | 124,675 | | | | 8,029 | | | | 1,016,449 | |
| David J. West | | | 84,068,010 | | | | 6,486,089 | | | | 8,029 | | | | 1,016,449 | |
| James D. White | | | 86,783,420 | | | | 3,770,588 | | | | 8,120 | | | | 1,016,449 | |
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 91,512,823 | | | | 58,055 | | | | 7,699 | | | | 0 | |
Proposal 3. The approval of the adoption of the Third Amended and Restated Certificate of Incorporation of The Simply Good Foods Company in the form attached as Annex I to the accompanying proxy statement.
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 80,898,054 | | | | 9,655,135 | | | | 8,939 | | | | 1,016,449 | |
Proposal 4. The advisory vote to approve the compensation of the Company’s named executive officers:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 89,899,026 | | | | 653,122 | | | | 9,980 | | | | 1,016,449 | |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | January 25, 2023 | By: | /s/ Shaun Mara |
| | | Name: | Shaun Mara |
| | | Title: | Chief Financial Officer |
| | | | (Principal Financial Officer) |
