Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Item 5.03 Year.

On January 19, 2023, The Simply Good Foods Company (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") in virtual format only, via the internet, with no physical in-person meeting. 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. 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 8, 2022 (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.

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

On January 19, 2023, 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 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

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

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




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

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.   Description

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

© Edgar Online, source Glimpses