Simply Good Foods Posts $1.45B Sales, Integrates OWYN Amidst Mixed Brand Growth

Ticker: SMPL · Form: DEF 14A · Filed: Dec 17, 2025 · CIK: 1702744

Simply Good Foods Co DEF 14A Filing Summary
FieldDetail
CompanySimply Good Foods Co (SMPL)
Form TypeDEF 14A
Filed DateDec 17, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$1,450.9M, $103.6M, $278.2M, $1.02, $1.92
Sentimentmixed

Sentiment: mixed

Topics: Nutritional Snacking, M&A, Executive Compensation, Corporate Governance, Financial Performance, Consumer Packaged Goods, ESG

Related Tickers: SMPL

TL;DR

**SMPL's strategic OWYN acquisition and strong Quest/OWYN growth make it a buy, despite Atkins' dip and inflationary pressures on margins.**

AI Summary

The Simply Good Foods Company (SMPL) reported net sales of $1,450.9 million for fiscal year 2025, alongside a net income of $103.6 million and Adjusted EBITDA of $278.2 million. Diluted Earnings Per Share stood at $1.02, with Adjusted Diluted Earnings Per Share at $1.92. The company generated $178.5 million in cash flow from operations, a 17% decrease from the prior year, and maintained a Net Debt to Adjusted EBITDA ratio of 0.5x. A significant business change was the successful integration of the Only What You Need, Inc. (OWYN) acquisition, completed on June 13, 2024, for approximately $280.0 million. While Quest and OWYN saw retail takeaway growth of 12% and 34% respectively, Atkins declined by 10%. Risks include managing a dynamic inflationary operating environment, which contributed to a 220 basis point decrease in gross margin to 36.2%, despite a nearly 3% increase in gross profit to $525.7 million. The strategic outlook focuses on innovation-driven organic growth, expanding distribution, and selectively pursuing further acquisition opportunities in the nutritious snacking and broader health and wellness food space.

Why It Matters

This DEF 14A filing reveals Simply Good Foods' strategic direction and financial health, crucial for investors assessing its growth potential in the competitive nutritious snacking market. The successful integration of the $280.0 million OWYN acquisition demonstrates the company's capability for external growth, while the 12% and 34% retail takeaway growth for Quest and OWYN, respectively, signals strong brand performance. However, the 10% decline in Atkins' retail takeaway and a 220 basis point drop in gross margin due to inflation and OWYN dilution highlight challenges that could impact future profitability and competitive standing against rivals like PepsiCo's Frito-Lay or General Mills' snack brands. Employees and customers will see the impact through continued product innovation and potential expansion.

Risk Assessment

Risk Level: medium — The company faces medium risk due to a 17% decrease in cash flow from operations to $178.5 million in fiscal year 2025 compared to the prior year, indicating potential liquidity challenges if not managed. Additionally, the gross margin decreased by 220 basis points to 36.2% due to elevated ingredient costs and dilution from the OWYN acquisition, suggesting vulnerability to inflationary pressures and integration costs.

Analyst Insight

Investors should closely monitor Simply Good Foods' fiscal year 2026 performance, particularly the integration benefits from the OWYN acquisition and the turnaround strategy for the Atkins brand. Consider holding SMPL shares, as the strong growth in Quest and OWYN, coupled with a low Net Debt to Adjusted EBITDA ratio of 0.5x, suggests underlying strength despite short-term margin pressures.

Financial Highlights

revenue
$1,450.9M
net Income
$103.6M
eps
$1.02
gross Margin
36.2%

Executive Compensation

NameTitleTotal Compensation
James M. KiltsChairman of the Board of Directors

Key Numbers

  • $1,450.9M — Net Sales (Fiscal Year 2025 performance)
  • $103.6M — Net Income (Fiscal Year 2025 performance)
  • $278.2M — Adjusted EBITDA (Fiscal Year 2025 performance)
  • $1.02 — Diluted Earnings Per Share (Fiscal Year 2025 performance)
  • $1.92 — Adjusted Diluted Earnings Per Share (Fiscal Year 2025 performance)
  • $178.5M — Cash Flow from Operations (17% decrease versus prior year in Fiscal Year 2025)
  • 0.5x — Net Debt to Adjusted EBITDA Ratio (As of August 30, 2025)
  • $280.0M — OWYN Acquisition Price (Completed on June 13, 2024)
  • 36.2% — Gross Margin (220 basis point decrease compared to prior year)
  • 97.3% — Say-on-Pay Approval (Fiscal Year 2024 executive compensation approved by stockholders)

Key Players & Entities

  • Simply Good Foods Co (company) — Registrant
  • Deloitte & Touche LLP (company) — Independent registered public accounting firm
  • James M. Kilts (person) — Chairman of the Board of Directors
  • Only What You Need, Inc. (company) — Acquired brand (OWYN)
  • Quest (company) — Simply Good Foods brand
  • Atkins (company) — Simply Good Foods brand
  • Centerview Capital Consumer (company) — Partner of James M. Kilts, Brian K. Ratzan, David J. West
  • Geoff E. Tanner (person) — President and Chief Executive Officer of The Simply Good Foods Company
  • SEC (regulator) — Securities and Exchange Commission
  • Nasdaq (regulator) — Listing standards

FAQ

What were Simply Good Foods' key financial highlights for fiscal year 2025?

For fiscal year 2025, Simply Good Foods reported net sales of $1,450.9 million, net income of $103.6 million, and Adjusted EBITDA of $278.2 million. Diluted Earnings Per Share was $1.02, and Adjusted Diluted Earnings Per Share reached $1.92.

How did the OWYN acquisition impact Simply Good Foods' business in fiscal year 2025?

Simply Good Foods completed the acquisition of Only What You Need, Inc. (OWYN) for approximately $280.0 million on June 13, 2024. By the end of fiscal year 2025, the integration was largely successful, contributing to a 34% growth in OWYN's retail takeaway, though it also contributed to a 220 basis point dilution in gross margin.

What is Simply Good Foods' strategy for future growth?

Simply Good Foods plans to expand its healthy lifestyle platform through innovation-driven organic growth, new product introductions across its Quest, Atkins, and OWYN brands, and by selectively pursuing acquisition opportunities in the nutritious snacking and broader health and wellness food space.

What are the main risks highlighted in Simply Good Foods' DEF 14A filing?

Key risks include managing a dynamic inflationary operating environment, which led to a 220 basis point decrease in gross margin to 36.2%, and a 17% decrease in cash flow from operations to $178.5 million compared to the prior year.

What proposals will be voted on at Simply Good Foods' 2026 Annual Meeting of Stockholders?

Stockholders will vote on the election of 11 director nominees, ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026, approval of The Simply Good Foods Company Incentive Plan, an advisory vote on the frequency of future executive compensation votes, and an advisory vote to approve named executive officer compensation.

How does Simply Good Foods approach executive compensation?

Simply Good Foods' Compensation Committee structures executive compensation to ensure a significant portion is directly tied to company performance and stockholder value, emphasizing a pay-for-performance philosophy. The fiscal year 2024 executive compensation was approved by 97.3% of votes cast at the 2025 annual meeting.

What is Simply Good Foods' stance on corporate governance?

Simply Good Foods is dedicated to creating long-term stockholder value through integrity and strong corporate governance. Their practices include over 90% independent directors, annual director elections, robust stock ownership guidelines, and no hedging or pledging by executives and directors.

How did Simply Good Foods' brands perform in terms of retail takeaway in fiscal year 2025?

In fiscal year 2025, Simply Good Foods' total retail takeaway increased by 5%. Quest grew by 12% and OWYN by 34%, while Atkins experienced a decline of approximately 10% in retail takeaway.

What are Simply Good Foods' ESG initiatives?

Simply Good Foods focuses on environmental, social, and governance (ESG) initiatives, including reducing adverse environmental effects, promoting health equity and nutrition education, and maintaining high ethical standards. They partnered with the Boys and Girls Clubs of Metro Denver, providing over 3,000 healthy food boxes and 300 cooking classes in fiscal year 2025.

When and where will Simply Good Foods' 2026 Annual Meeting of Stockholders be held?

The 2026 Annual Meeting of Stockholders for Simply Good Foods will be held virtually on Wednesday, January 28, 2026, at 1:00 p.m. (ET). Stockholders can participate, vote, and submit questions online at www.virtualshareholdermeeting.com/SMPL2026.

Risk Factors

  • Inflationary Operating Environment [medium — operational]: The company is managing a dynamic inflationary operating environment. This contributed to a 220 basis point decrease in gross margin to 36.2% in fiscal year 2025, despite a nearly 3% increase in gross profit to $525.7 million.
  • Brand Performance Discrepancies [medium — market]: While Quest and OWYN saw retail takeaway growth of 12% and 34% respectively, the Atkins brand experienced a decline of 10% in fiscal year 2025. This highlights a mixed performance across the company's portfolio.
  • Supply Chain and Ingredient Costs [medium — operational]: The inflationary environment directly impacts the cost of goods sold, affecting gross margins. Managing these costs while maintaining product quality and availability is a key operational challenge.

Industry Context

The nutritious snacking and broader health and wellness food space is highly competitive and dynamic. Companies like Simply Good Foods are focused on innovation-driven organic growth and strategic acquisitions to capture market share. Key trends include increasing consumer demand for healthier options, plant-based alternatives, and convenient, on-the-go snacks.

Regulatory Implications

As a food company, Simply Good Foods must adhere to stringent food safety and quality standards. Compliance with SEC regulations for financial reporting and proxy statements is also critical, ensuring transparency for investors regarding executive compensation and corporate governance.

What Investors Should Do

  1. Review executive compensation details and rationale.
  2. Evaluate the impact of the OWYN acquisition on future growth and profitability.
  3. Monitor gross margin trends and management's response to inflationary pressures.
  4. Assess the performance of individual brands within the portfolio.

Key Dates

  • 2024-06-13: Completion of OWYN Acquisition — The acquisition of Only What You Need, Inc. (OWYN) for approximately $280.0 million is a significant strategic move to expand the company's portfolio in the nutritious snacking space.
  • 2025-08-30: End of Fiscal Year 2025 — Reporting period for key financial results including net sales of $1,450.9 million and net income of $103.6 million.
  • 2025-12-17: Board of Directors Meeting — Date of the Chairman's signature on the proxy statement, indicating the official release of the document for the annual meeting.
  • 2026-01-01: Start of Fiscal Year 2026 — The company is seeking ratification of Deloitte & Touche LLP as its independent registered public accounting firm for this fiscal year.

Glossary

Adjusted EBITDA
Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring or non-cash items. It's a measure of a company's operating performance. (Used to assess the company's operational profitability and financial leverage, with a Net Debt to Adjusted EBITDA ratio of 0.5x.)
DEF 14A
A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It contains information about matters to be voted on at an annual meeting of shareholders. (This document provides detailed information on executive compensation, board nominations, and other corporate governance matters for Simply Good Foods Co.)
Say-on-Pay
A shareholder advisory vote on executive compensation. It allows shareholders to express their opinion on the company's executive pay practices. (Simply Good Foods Co. received 97.3% approval for its fiscal year 2024 executive compensation, indicating strong shareholder support.)
Retail Takeaway
Measures the sales of a company's products from retailers to end consumers, reflecting actual consumer demand. (Used to evaluate the performance of brands like Quest (12% growth) and OWYN (34% growth), contrasting with Atkins (-10% decline).)

Year-Over-Year Comparison

Fiscal year 2025 saw net sales of $1,450.9 million and net income of $103.6 million. A significant event was the OWYN acquisition, completed in June 2024. Gross margin decreased by 220 basis points to 36.2% due to inflationary pressures, impacting profitability despite a slight increase in gross profit. Cash flow from operations decreased by 17% compared to the prior year. The company's Net Debt to Adjusted EBITDA ratio remained stable at 0.5x.

Filing Stats: 4,470 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2025-12-17 13:01:02

Key Financial Figures

  • $1,450.9M — iscal Year 2025 Financial Highlights* $1,450.9M $103.6M $278.2M net sales net inc
  • $103.6M — 025 Financial Highlights* $1,450.9M $103.6M $278.2M net sales net income Adjus
  • $278.2M — ial Highlights* $1,450.9M $103.6M $278.2M net sales net income Adjusted EBITDA
  • $1.02 — net sales net income Adjusted EBITDA $1.02 $1.92 $178.5M 0.5x diluted Earnin
  • $1.92 — s net income Adjusted EBITDA $1.02 $1.92 $178.5M 0.5x diluted Earnings Per S
  • $178.5M — income Adjusted EBITDA $1.02 $1.92 $178.5M 0.5x diluted Earnings Per Share Adj
  • $178.5 m — generated cash flow from operations of $178.5 million, a decrease of about 17% versus t
  • $150.0 million — or year. In fiscal year 2025, we repaid $150.0 million of our term loan debt, and at the end o
  • $250.0 million — , the outstanding principal balance was $250.0 million. In addition, we repurchased approximat
  • $50.9 million — addition, we repurchased approximately $50.9 million of our common stock. As of August 30, 2
  • $98.5 million — . As of August 30, 2025, we had cash of $98.5 million and a trailing 12-month Net Debt to Adj
  • $280.0 m — he cash purchase price of approximately $280.0 million, excluding post-closing purchase
  • $525.7 m — operating environment. Gross profit was $525.7 million, an increase of nearly 3% compare
  • $1.4 million — levated ingredient costs and a non-cash $1.4 million inventory purchase accounting step-up a

Filing Documents

Business

Business Board Recommendation Proposal 1 FOR EACH NOMINEE Election of the 11 director nominees Proposal 2 FOR Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026 Proposal 3 FOR Approval of The Simply Good Foods Company Incentive Plan Proposal 4 FOR ONE (1) YEAR Advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers Proposal 5 FOR Advisory vote to approve the compensation of our named executive officers By Order of the Board of Directors, James M. Kilts Chairman of the Board of Directors December 17, 2025 Voting Registered Stockholders BY PHONE: Call 1-800-690-6903 , and follow the instructions on the proxy card BY INTERNET: Before the Annual Meeting: proxyvote.com During the Annual Meeting: virtualshareholdermeeting.com/ SMPL2026 BY MAIL: If you received your proxy materials by mail, you can vote by mail by signing, dating and mailing the enclosed proxy card. Beneficial Owners If your shares are held in the name of a broker, bank, trustee, other nominee or custodian, or other holder of record, you will receive instructions from the broker, bank, trustee, other nominee or custodian, or other holder of record as to how to vote your shares. If you intend to vote at the Annual Meeting, please contact your broker or agent to obtain a valid proxy or broker's proxy card with your 16-digit control number, which is required to vote during the Annual Meeting. TABLE OF CONTENTS Table of Contents PROXY STATEMENT SUMMARY 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 10 PROPOSAL ONE: ELECTION OF DIRECTORS 23 EXECUTIVE OFFICERS 36 COMPENSATION DISCUSSION AND ANALYSIS 40 Executive Summary 40 COMPENSATION COMMITTEE REPORT 53 COMPENSATION TABLES 54 Equity Compensation Plan Information 65 Delinquent Section 16(a) Reports 65

executive compensation; and

executive compensation; and ESG initiatives. Say-on-Pay At our annual meeting of stockholders in January 2025, we held our annual advisory vote to approve the compensation of our named executive officers. The fiscal year 2024 compensation of our named executive officers reported in our 2025 proxy statement was approved by 97.3% of the votes cast at the 2025 annual meeting of stockholders. Our Compensation Committee believes this affirms our stockholders' support of our approach to executive compensation. The Compensation Committee did not make any significant changes to our executive compensation program for fiscal year 2025. Our Corporate Responsibility and Integrity At Simply Good Foods, we take great pride in operating with high ethical standards. Our stakeholders expect us to continue to uphold high standards of conduct, and we expect all our business partners to do the same. As a food company, it is imperative that we supply reliable and high-quality products, ingredients and materials that meet all applicable quality and food safety standards, and that we ensure vigorous food-safety and quality control systems are in place. Simply Good Foods is a steadfast champion of consumer health and wellness and has supported millions of people on their health journeys by, among other things, supporting high-quality nutrition research, increasing nutrition awareness through free education and nutrition-related tools, offering great-tasting snacks and meal replacements along with over 1,000 free recipes, being involved in our local communities, and promoting active living. In May 2024, we announced our partnership with the Boys and Girls clubs of metro Denver to create the Spark and Spoon project. This project will impact over 28,000 kids and teens across Denver, providing them with nutrition education, healthy lifestyle programs, culinary programs, healthy food boxes, field trips, and provide funding for a dedicated full time staff member to support the progr

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