Simply Good Foods Co 8-K

What Happened

• The Simply Good Foods Company (SMPL) filed an 8-K on Feb 2, 2026 reporting actions taken at its virtual Annual Meeting on January 28, 2026. After the meeting the Board appointed Joseph E. Scalzo as a director to serve until the 2027 annual meeting. Scalzo fills the vacancy left by Geoff E. Tanner, who departed all positions on January 18, 2026. Scalzo was appointed pursuant to an employment agreement dated January 19, 2026; as an employee he is not an independent director, will receive no additional board compensation and will not be assigned to standing board committees.
• At the same meeting stockholders approved The Simply Good Foods Incentive Plan (the “2025 Plan”), which replaces the Prior 2017 Omnibus Incentive Plan and became effective immediately upon approval. The company also reported final vote tallies for director elections, ratification of Deloitte & Touche LLP as auditor, the advisory say-on-pay vote, and the advisory vote on pay frequency.

Key Details

• Joseph E. Scalzo appointed Jan 28, 2026 to serve until the 2027 annual meeting; vacancy created by Geoff E. Tanner’s departure Jan 18, 2026.
• 2025 Plan approval vote: For 77,893,087; Against 1,429,287; Abstain 62,089; Non‑votes 3,441,740. The 2025 Plan replaces the Prior Plan and no further grants will be made under the Prior Plan.
• Director elections: all 10 nominees were elected (individual vote counts reported; examples: Clayton C. Daley, Jr. — For 72,869,959; Michelle P. Goolsby — For 79,110,651).
• Auditor ratification: Deloitte & Touche LLP ratified (For 82,771,063; Against 15,151; Abstain 39,989). Say‑on‑pay advisory: For 76,530,934; Against 2,777,254; Abstain 76,275. Advisory vote on frequency: plurality favored a one‑year frequency (One Year 75,376,778).

Why It Matters

• Stockholder approval of the 2025 Incentive Plan allows the company to grant new equity awards under updated plan terms, affecting future executive and employee compensation and dilution potential.
• The appointment of an employee director (Scalzo) alters the board’s composition and independence profile; investors should note he will not receive separate director pay and will not serve on committees.
• Ratification of the auditor and the affirmative say‑on‑pay vote are routine governance items but provide continuity for audit oversight and investor approval of executive compensation.