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 23, 2025
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 27, 2025, Shaun P. Mara, Chief Financial Officer of The Simply Good Foods Company (the “Company”), notified the Company of his decision to retire effective July 3, 2025. Mr. Mara will remain as Chief Financial Officer through the date of his retirement, at which time he will resign from all positions with the Company and its subsidiaries.
In connection with Mr. Mara’s retirement, on January 28, 2025, the Company announced the hiring of Mr. Christopher J. Bealer as Senior Vice President of Finance of the Company, as of April 1, 2025. Mr. Bealer is expected to succeed Mr. Mara as Chief Financial Officer upon Mr. Mara’s retirement on July 3, 2025.
Mr. Bealer has almost 23 years of experience in consumer packaged goods and consumer durables in North America and global markets. In his most recent executive leadership position as EVP Corporate Controller at Reckitt Benckiser Group PLC (“Reckitt”), Mr. Bealer leads a global team of over 600 employees accountable for global controls, financial shared services, group reporting and accounting, as well as leading the functional operating model transformation. Prior to his current and prior roles at Reckitt, Mr. Bealer served as Regional CFO for Whirlpool Corporation for both the North American and Europe, Middle East and Africa (EMEA) businesses. He also held finance positions at Big Heart Pet Brands, Del Monte Foods, and H.J. Heinz Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 23, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), in virtual format only, via the internet, with no physical in-person meeting. At the Annual Meeting, stockholders present in person (including by means of remote communication), or represented by proxy, approved 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 2026 annual meeting of stockholders and thereafter until their successors are duly elected and qualified:
| For | Withhold | Non-votes | |||||||
| Clayton C. Daley, Jr. | 90,401,233 | 404,755 | 3,688,796 | ||||||
| Michelle P. Goolsby | 88,074,974 | 2,731,014 | 3,688,796 | ||||||
| James M. Kilts | 82,227,411 | 8,578,577 | 3,688,796 | ||||||
| Romitha S. Mally | 90,702,327 | 103,661 | 3,688,796 | ||||||
| Robert G. Montgomery | 90,153,768 | 652,220 | 3,688,796 | ||||||
| Brian K. Ratzan | 90,635,026 | 170,962 | 3,688,796 | ||||||
| David W. Ritterbush | 90,022,091 | 783,897 | 3,688,796 | ||||||
| Joseph J. Schena | 90,633,998 | 171,990 | 3,688,796 | ||||||
| Geoff E. Tanner | 90,635,188 | 170,800 | 3,688,796 | ||||||
| David J. West | 90,634,077 | 171,911 | 3,688,796 | ||||||
| James D. White | 87,863,865 | 2,942,123 | 3,688,796 |
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025:
| For | Against | Abstain | Non-votes | |||||||
| 94,462,324 | 8,844 | 23,616 | 0 |
Proposal 3. The advisory vote to approve the compensation of the Company’s named executive officers:
| For | Against | Abstain | Non-votes | |||||||
| 88,355,820 | 2,403,744 | 46,424 | 3,688,796 |
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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 28, 2025 | By: | /s/ Timothy R. Kraft |
| Name: | Timothy R. Kraft | ||
| Title: | Chief Legal and Corporate Affairs Officer |
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