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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 21, 2021

_______________________________________________________

The Simply Good Foods Company

(Exact name of registrant as specified in its charter)

_______________________________________________________

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 5.07 Submission of Matters to a Vote of Security Holders.

On January 21, 2021, The Simply Good Foods Company (the “Company”) held its 2021 Annual Meeting of Stockholders (the “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 voted on 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 four Class I director nominees to serve until the 2022 annual meeting of stockholders and thereafter until their successors are duly elected and qualified:

Name of Nominee						For						Withheld						Broker Non-Votes
Robert G. Montgomery						88,207,752						307,499						2,398,024
Joseph E. Scalzo						88,200,337						314,914						2,398,024
Joseph J. Schena						88,339,873						175,378						2,398,024
James D. White						87,462,786						1,052,465						2,398,024

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021:

For						Against						Abstain						Broker Non-Votes
90,276,004						634,259						3,012						0

Proposal 3. The advisory vote to approve the compensation of the Company’s named executive officers:

For						Against						Abstain						Broker Non-Votes
87,682,926						817,596						14,729						2,398,024

Item 8.01. Other Events.

At a meeting of the Board of Directors following the Annual Meeting, the Board of Directors appointed the directors indicated below to serve on the Board of Directors’ standing committees:

Audit Committee

James E. Healey (Chair)

Clayton C. Daley, Jr.

Nomi P. Ghez

Joseph J. Schena

Compensation Committee

Clayton C. Daley, Jr. (Chair)

Robert G. Montgomery

Brian K. Ratzan

David J. West

James D. White

Nominating and Corporate Governance Committee

Nomi P. Ghez (Chair)

Michelle P. Goolsby

James M. Kilts

James D. White

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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:			January 22, 2021			By:			/s/ Todd E. Cunfer
						Name:			Todd E. Cunfer
						Title:			Chief Financial Officer
									(Principal Financial Officer)