Simply Good Foods Co 8-K

What Happened

• The Simply Good Foods Company (SMPL) filed an 8-K reporting a leadership change: Joseph E. Scalzo returned as President and Chief Executive Officer effective January 19, 2026. Geoff E. Tanner stepped down as President, CEO and as a director effective January 18, 2026. Scalzo is expected to be appointed to the Board following the Company’s Annual Meeting on January 28, 2026.
• The company also reported the resignation of its principal accounting officer, Timothy A. Matthews, effective February 6, 2026. Christopher J. Bealer (CFO) will assume the role of principal accounting officer as of that date; no change to Bealer’s compensation was disclosed.

Key Details

• Scalzo’s employment agreement (initial two-year term): base salary $1,100,000 and target annual bonus equal to 150% of base salary (prorated for 2026).
• One-time inducement equity: nonqualified stock option on 2,000,000 shares, 8‑year term, vesting ~1/3 per year over 3 years; grant structured as a Nasdaq-qualified inducement award (not charged to the Company’s current equity plan reserve).
• Severance/Separation for Tanner: cash severance of $3,519,454 (two times salary + target bonus + COBRA value) plus a prorated 2026 bonus of $350,568; certain previously granted equity (150,000-option and 6,667 RSUs) vested as of separation and 95,826 time‑based RSUs were approved to vest subject to release execution; performance stock units were forfeited.
• Termination protections for Scalzo: if terminated without Cause or for Good Reason (outside the Change‑in‑Control protection window) he’s entitled to a prorated bonus, continued base salary through the second anniversary of the start date, and continued option vesting (subject to release); Change‑in‑Control treatment falls under the Company’s Severance Plan (Tier I).

Why It Matters

• Leadership continuity and governance: Scalzo’s return as CEO (he previously served as the Company’s CEO from 2017–Jan 2024) is a material change in management and will shape strategy and investor expectations. He will rejoin the Board after the annual meeting.
• Financial and equity impact: the filing discloses significant one‑time and ongoing compensation items — a $1.1M base salary, a 150% target bonus opportunity, a 2,000,000‑share option inducement, and multimillion‑dollar severance for the outgoing CEO — which are quantifiable near‑term costs and could affect share count if options are exercised. The inducement option was granted outside the existing equity plan reserve in reliance on Nasdaq rules (per the filing).
• Operational/controls note: the change in the principal accounting officer is operationally important but routine; the CFO, Christopher Bealer, will add the principal accounting officer duties with no compensation change disclosed. Investors may watch for any related disclosures in upcoming filings.