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

On January 22, 2020, The Simply Good Foods Company (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") in Naples, Florida. At the Annual Meeting, stockholders present in person or 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 Class III directors to serve until the 2023 annual meeting of stockholders and thereafter until their successors are duly elected and qualified: Name of Nominee For Withheld Broker Non-Votes James M. Kilts 76,604,785 5,937,743 4,747,746 David J. West 81,674,996 867,532 4,747,746 Michelle P. Goolsby 81,926,190 616,338 4,747,746 Brian K. Ratzan 81,674,995 867,533 4,747,746

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2020 fiscal year:


   For       Against   Abstain   Broker Non-Votes
87,089,672   186,471    14,131                  0



Proposal 3. The advisory vote to approve the compensation of the Company's named
executive officers:
   For        Against    Abstain   Broker Non-Votes
81,331,869   1,192,113    18,546          4,747,746

Proposal 4. The advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers:


  1 Year     2 Years    3 Years    Abstain   Broker Non-Votes
81,091,526     7,566   1,428,090    15,346          4,747,746

Proposal 5. To approve an amendment of the Amended and Restated Certificate of Incorporation (the "Certificate") to declassify the Board of Directors:


   For       Against   Abstain   Broker Non-Votes
82,520,101     4,065    18,362          4,747,746

Proposal 6. To approve an amendment of the Company's Certificate to eliminate the supermajority voting requirements:


   For       Against   Abstain   Broker Non-Votes
82,518,653     6,957    16,918          4,747,746

On January 27, 2020, the Company filed a Second 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. A summary of the material terms of the amendments included in the Restated Certificate are set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 10, 2019 (the "Proxy Statement"). The summary of the amendments included in the Restated Certificate set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.

As indicated above, approximately 98.3% of the votes cast by stockholders were voted, on an advisory basis, in favor of holding an advisory vote to approve the compensation of the Company's named executive officers every year. In light of these results, the Company determined that it will hold an advisory vote to approve the compensation of the Company's named executive officers every year until the next required vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers, or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.


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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.   Description

  3.1           Second Amended and Restated Certificate of Incorporation of The
              Simply Good Foods Company.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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