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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): July 10, 2023

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The Simply Good Foods Company

(Exact name of registrant as specified in its charter)

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Delaware

001-38115

82-1038121

(State or other jurisdiction of  incorporation or organization)

(Commission File Number)

(I.R.S. Employer 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.  ☐

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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.

On July 7, 2023, the Board of Directors (the “Board”) of The Simply Good Foods Company (the “Company”), pursuant to its previously announced succession plan, appointed Geoff E. Tanner as the Company’s President and Chief Executive Officer succeeding Joseph E. Scalzo. Both Mr. Tanner and Mr. Scalzo remain members of the Board.

For additional information regarding the Company’s previously announced succession plan, including the compensation arrangements for Mr. Tanner and other information required by this Item 5.02, see the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 30, 2023 (the “Form 8-K”), which is incorporated by reference.

In connection with this CEO transition, the Board also appointed Mr. Scalzo as Executive Vice Chair of the Board, and David West stepped down as Vice Chair of the Board. Mr. West remains a member of the Board. For additional information regarding Mr. Scalzo’s compensation as Executive Vice Chair of the Board, see the Form 8-K.

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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.

THE SIMPLY GOOD FOODS COMPANY

(Registrant)

Date:			July 10, 2023			By:			/s/ Shaun P. Mara
						Name:			Shaun P. Mara
						Title:			Chief Financial Officer