The Simply Good Foods Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Joseph E. Scalzo as a Director
On January 28, 2026, after the completion of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of The Simply Good Foods Company (the “Company”), the Board of Directors of the Company (the “Board”) appointed Joseph E. Scalzo to the Board to serve until the 2027 Annual Meeting of Stockholders. Mr. Scalzo was appointed to the Board to fill a vacancy created by the departure of Geoff E. Tanner from all positions with the Company on January 18, 2026.
Mr. Scalzo was appointed to the Board pursuant to the terms of his employment agreement dated January 19, 2026. As an employee, Mr. Scalzo is not an independent member of the Board and will not receive any additional compensation for serving as a member of the Board. Mr. Scalzo will not be named to any of the standing Board’s committees. Mr. Scalzo has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Approval of Equity Incentive Plan
On January 28, 2026, the Company’s stockholders approved The Simply Good Foods Incentive Plan (the “2025 Plan”) at the Annual Meeting. The 2025 Plan replaces The Simply Good Foods Company 2017 Omnibus Incentive Plan (the “Prior Plan”), and no additional grants will be made under the Prior Plan. The 2025 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the 2025 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 17, 2025 (the “Proxy Statement”). The summaries of the 2025 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 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 28, 2026, the Company held its 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 10 director nominees to serve until the 2027 annual meeting of stockholders and thereafter until their successors are duly elected and qualified:
| For | Withheld | Non-votes | |
| Clayton C. Daley, Jr. | 72,869,959 | 6,514,504 | 3,441,740 |
| Michelle P. Goolsby | 79,110,651 | 273,812 | 3,441,740 |
| James M. Kilts | 76,411,034 | 2,973,429 | 3,441,740 |
| Romitha S. Mally | 78,698,921 | 685,542 | 3,441,740 |
| Robert G. Montgomery | 79,245,281 | 139,182 | 3,441,740 |
| Brian K. Ratzan | 75,879,864 | 3,504,599 | 3,441,740 |
| David W. Ritterbush | 77,877,178 | 1,507,285 | 3,441,740 |
| Joseph J. Schena | 79,294,850 | 89,613 | 3,441,740 |
| David J. West | 79,305,145 | 79,318 | 3,441,740 |
| James D. White | 77,881,401 | 1,503,062 | 3,441,740 |
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
| For | Against | Abstain | Non-votes |
| 82,771,063 | 15,151 | 39,989 | 0 |
Proposal 3. Approval of The Simply Good Foods Incentive Plan:
| For | Against | Abstain | Non-votes |
| 77,893,087 | 1,429,287 | 62,089 | 3,441,740 |
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Proposal 4. Advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers:
| One Year | Two Years | Three Years | Abstain | Non-votes |
| 75,376,778 | 6,946 | 3,952,526 | 48,213 | 3,441,740 |
Proposal 5. The advisory vote to approve the compensation of the Company’s named executive officers:
| For | Against | Abstain | Non-votes |
| 76,530,934 | 2,777,254 | 76,275 | 3,441,740 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | The Simply Good Foods Company Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: | February 2, 2026 | By: | /s/ Timothy R. Kraft |
| Name: | Timothy R. Kraft | ||
| Title: | Chief Legal and Corporate Development Officer |
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