Simply Good Foods Stockholders Approve All Proposals at Annual Meeting

TL;DR

**Simply Good Foods shareholders just backed management and auditors, signaling stability.**

AI Summary

The Simply Good Foods Company filed an 8-K on January 23, 2024, reporting that its stockholders approved all proposals at the Annual Meeting held on January 18, 2024. This included the election of directors, ratification of KPMG LLP as the independent registered public accounting firm, and approval of executive compensation. This matters to investors because it indicates stability in leadership and corporate governance, which can positively influence investor confidence and the company's operational consistency.

Why It Matters

This filing confirms that Simply Good Foods' corporate governance is stable, with shareholders endorsing the current leadership and strategic direction, which is crucial for long-term investor confidence.

Risk Assessment

Risk Level: low — The approval of all proposals by stockholders indicates strong internal alignment and minimal governance risk.

Analyst Insight

A smart investor would view this filing as a positive sign of corporate stability and potentially increased investor confidence, suggesting a stable outlook for the company's stock (SMPL).

Key Numbers

• $0.01 — par value per share (Common Stock par value)

Key Players & Entities

• The Simply Good Foods Company (company) — registrant
• KPMG LLP (company) — independent registered public accounting firm
• January 18, 2024 (date) — date of earliest event reported (Annual Meeting)
• January 23, 2024 (date) — filing date of the 8-K
• $0.01 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• The Simply Good Foods Company will maintain its current corporate governance structure and leadership team for the foreseeable future. (The Simply Good Foods Company) — high confidence, target: 2025-01-18

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share SMPL Nasdaq Indicate by c

Filing Documents

• tm243731d1_8k.htm (8-K) — 53KB
• tm243731d1_ex3-1.htm (EX-3.1) — 72KB
• tm243731d1_8kimg001.jpg (GRAPHIC) — 7KB
• 0001104659-24-005840.txt ( ) — 333KB
• smpl-20240118.xsd (EX-101.SCH) — 3KB
• smpl-20240118_lab.xml (EX-101.LAB) — 33KB
• smpl-20240118_pre.xml (EX-101.PRE) — 22KB
• tm243731d1_8k_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 18, 2024, The Simply Good Foods Company (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") in virtual format only, via the internet, with no physical in-person meeting. On January 23, 2023, the Company filed a Fourth 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 7, 2023 (the "Proxy 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.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 18, 2024, 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 12 director nominees to serve until the 2025 annual meeting of stockholders and thereafter until their successors are duly elected and qualified: For Withheld Non-votes Clayton C. Daley, Jr. 93,252,381 883,570 1,175,177 Nomi P. Ghez 86,073,631 8,062,320 1,175,177 Michelle P. Goolsby 90,858,788 3,277,163 1,175,177 James M. Kilts 88,771,940 5,364,011 1,175,177 Robert G. Montgomery 93,482,095 653,856 1,175,177 Brian K. Ratzan 93,483,701 652,250 1,175,177 David W. Ritterbush 93,504,158 631,793 1,175,177 Joseph E. Scalzo 92,662,001 1,473,950 1,175,177 Joseph J. Schena 93,505,653 630,298 1,175,177 Geoff E. Tanner 93,569,529 566,422 1,175,177 David J. West 93,481,695 654,256 1,175,177 James D. White 87,583,505 6,552,446 1,175,177 Proposal 2 . Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024: For Against Abstain Non-votes 95,287,715 10,567 12,846 0 Proposal 3 . The approval of the adoption of the Fourth Amended and Restated Certificate of Incorporation of The Simply Good Foods Company in the form attached as Annex II to the Proxy Statement. For Against Abstain Non-votes 83,737,113 10,363,208 35,630 1,175,177 Proposal 4 . The advisory vote to approve the compensation of the Company's named executive officers: For Against Abstain Non-votes 92,321,485 1,797,600 16,866 1,175,177 - 2-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Fourth Amended and Restated Certificate of Incorporation of The Simply Good Foods Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 3- 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 23, 2023 By: /s/ Shaun P. Mara Name: Shaun P. Mara Title: Chief Financial Officer (Principal Financial Officer) - 4-

View Full Filing

View this 8-K filing on SEC EDGAR