Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________

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): January 31, 2018
______________________________________________________
The Simply Good Foods Company
(Exact name of registrant as specified in its charter)

https://cdn.kscope.io/938df6d15fe5dfe619bdc59aa5e8704a-smplform8k2018annualm_image1.jpg
DELAWARE
001-38155
82-1038121
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

1050 17th Street, Suite 1500
Denver, CO 80265
(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 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))

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 x

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. x






Item 5.07.
Submission of Matters to a Vote of Security Holders.

On January 31, 2018, The Simply Good Foods Company (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) in Naples, Florida. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:

Proposal 1. Election of Class I directors to serve until the 2021 annual meeting of stockholders and thereafter until their successors are duly elected and qualified:

Name of Nominee
 
For
 
Withheld
 
Broker Non-Votes
Arvin Kash
 
53,856,694
 
363,452
 
2,716,162
Robert G. Montgomery
 
53,982,204
 
239,942
 
2,716,162
Joseph E. Scalzo
 
54,123,528
 
96,618
 
2,716,162
 
 
 
 
 
 
 

Proposal 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year:

For
 
Against
 
Abstentions
 
Broker Non-Votes
56,912,740
 
6,050
 
17,518
 

 



SIGNATURES

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
 
 
 
 
Date:
February 5, 2018
By:
  /s/ Annita M. Menogan
 
 
 
Annita M. Menogan
 
 
 
Vice President, General Counsel and Secretary