Washington, D.C. 20549 


Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )


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¨Preliminary Proxy Statement


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¨Definitive Proxy Statement


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¨Soliciting Material under §240.14a-12



The Simply Good Foods Company


(Name of Registrant as Specified In Its Charter)



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Your Vote Counts!THE SIMPLY GOOD FOODS COMPANY1225 17TH ST, SUITE 1000DENVER, CO 80202ATTN: CORPORATE SECRETARYTHE SIMPLY GOOD FOODS COMPANY2023 Annual MeetingVote by January 18, 202311:59 PM ETYou invested in THE SIMPLY GOOD FOODS COMPANY and it’s time to vote!You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on January 19, 2023.Vote Virtually at the Meeting*January 19, 20239:00 AM ESTVirtually at:www.virtualshareholdermeeting.com/SMPL2023 *Please check the meeting materials for any special requirements for meeting attendance. Smartphone usersPoint your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D93451-P82258Get informed before you voteView the Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders online OR you can receive a free paper or email copy of the material(s) by requesting prior to January 5, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.


THIS IS NOT A VOTABLE BALLOTThis is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Voting ItemsBoard RecommendsD93452-P822581. Election of the 11 director nominees Nominees:1c. Michelle P. Goolsby 1a. Clayton C. Daley, Jr. 1d. James M. Kilts 1b. Nomi P. Ghez 1e. Robert G. Montgomery 1f. Brian K. Ratzan 1g. David W. Ritterbush 1h. Joseph E. Scalzo 1i. Joseph J. Schena 1j. David J. West 1k. James D. White 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023 4. To consider and vote upon the advisory vote to approve the compensation of our named executive officers NOTE: To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. For For For For For For For For For For For For For For3. To approve 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