--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-006556" form_type: "8-K" ticker: "SMPL" cik: "0001702744" company_name: "Simply Good Foods Co" filed_at: "2023-01-25T23:59:59+00:00" generated_at: "2026-06-20T09:33:51.773208+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Simply Good Foods shareholders approve charter amendment; elect all 11 directors ## Summary - All 11 director nominees elected; highest negative vote for Nomi P. Ghez with 6.95M against. - Proposal 3: Third Amended and Restated Certificate of Incorporation approved (80.9M for, 9.7M against). - Ratification of Deloitte & Touche as FY2023 auditor passed with 91.5M for, 58,055 against. - Advisory vote on executive compensation approved with 89.9M for, 653,122 against. ## SEC filing metadata - accession: 0001104659-23-006556 - form_type: 8-K - ticker: SMPL - cik: 0001702744 - company_name: Simply Good Foods Co - filed_at: 2023-01-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/0001104659-23-006556-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/tm234352d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-006556 - JSON: https://secwatch.observer/filing/0001104659-23-006556.json - Plain text: https://secwatch.observer/filing/0001104659-23-006556.txt ## Key facts - Governance Changes Simply Good Foods Co: Filed Third Amended and Restated Certificate of Incorporation to effect amendments approved by stockholders (effective 2023-01-24). - Change: charter amendment - Effective: 2023-01-24 source text: On January 24, 2023, the Company filed a Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware to effect the amendments approved by the Company’s stockholders at the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/0001104659-23-006556-index.htm - Shareholder Votes Simply Good Foods Co shareholders approved The approval of 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. at the 2023-01-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-01-19 source text: Proposal 3 . The approval of 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. For Against Abstain Broker Non-Votes 80,898,054 9,655,135 8,939 1,016,449 evidence_url: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/0001104659-23-006556-index.htm - Shareholder Votes Simply Good Foods Co shareholders approved The advisory vote to approve the compensation of the Company’s named executive officers. at the 2023-01-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-01-19 source text: Proposal 4 . The advisory vote to approve the compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 89,899,026 653,122 9,980 1,016,449 evidence_url: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/0001104659-23-006556-index.htm - Shareholder Votes Simply Good Foods Co shareholders approved Election of 11 director nominees to serve until the 2024 annual meeting of stockholders and thereafter until their successors are duly elected and qualified at the 2023-01-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-01-19 source text: Proposal 1 . Election of 11 director nominees to serve until the 2024 annual meeting of stockholders and thereafter until their successors are duly elected and qualified: Name For Against Abstain Non-votes Clayton C. Daley, Jr. 90,187,440 366,438 8,250 1,016,449 Nomi P. Ghez 83,604,220 6,949,657 8,251 1,016,449 Michelle P. Goolsby 86,897,288 3,656,584 8,256 1,016,449 James M. Kilts 84,685,723 5,476,244 400,161 1,016,449 Robert G. Montgomery 90,427,498 126,601 8,029 1,016,449 Brian K. Ratzan 89,865,562 688,538 8,028 1,016,449 David W. Ritterbush 90,426,498 127,601 8,029 1,016,449 Joseph E. Scalzo 90,426,501 127,598 8,029 1,016,449 Joseph J. Schena 90,429,424 124,675 8,029 1,016,449 David J. West 84,068,010 6,486,089 8,029 1,016,449 James D. White 86,783,420 3,770,588 8,120 1,016,449 evidence_url: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/0001104659-23-006556-index.htm - Shareholder Votes Simply Good Foods Co shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023 at the 2023-01-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-01-19 source text: Proposal 2 . Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023: For Against Abstain Broker Non-Votes 91,512,823 58,055 7,699 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1702744/000110465923006556/0001104659-23-006556-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.