Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 30, 2023, The Simply Good Foods Company (the "Company") announced a
Chief Executive Officer succession plan. Geoff Tanner, formerly Chief Commercial
and Marketing Officer at The J.M. Smucker Company ("Smucker"), has been named
President, Chief Operating Officer and CEO Elect of the Company and a member of
the Company's Board of Directors (the "Board"), effective April 3, 2023. The
size of the Board will be increased to twelve directors effective April 3, 2023.
Mr. Tanner will subsequently succeed Joseph E. Scalzo as Chief Executive Officer
in July 2023, in connection with Mr. Scalzo's sixth anniversary as Chief
Executive Officer of the Company. At the time of the Chief Executive Officer
succession, Mr. Scalzo will be appointed as Executive Vice Chair of the Board
and is expected to serve in this role through August 31, 2024, the last day of
the Company's fiscal year 2024. Mr. Scalzo is expected to continue to serve as a
director thereafter. Upon Mr. Scalzo's appointment as Executive Vice Chair,
David J. West, will step down from the position of Vice Chair of the Board, but
is expected to continue to serve as an independent director of the Company.
Appointment of Mr. Tanner
Mr. Tanner, age 49, has served as Chief Commercial and Marketing Officer of
Smucker since October 2019, reporting to the CEO. From 2016 through 2019, he
served as Senior Vice President, Growth of Smucker, reporting to the CEO. He
served in various leadership roles of increasing responsibility at Big Heart Pet
Brands (and its predecessor Del Monte Foods) from 2003 to 2016, when it was
acquired by Smucker, including Vice President, Marketing and General Manager and
Vice President, Innovation. Earlier in his career, he was a senior strategy
consultant at Cap Gemini Ernst & Young. Mr. Tanner is a member of the
Johnsonville Meat LLC Board and the Food Industry Association Foundation Board.
He received a Bachelor of Commerce and Bachelor of Arts in Political Science and
Government from Victoria University of Wellington in New Zealand, and an MBA
from the Duke University Fuqua School of Business.
There is no arrangement or understanding between Mr. Tanner and any other person
pursuant to which Mr. Tanner was selected as the Company's President, Chief
Operating Officer, CEO Elect and director, and there are no family relationships
between Mr. Tanner and any of the Company's directors or executive officers. In
addition, there have been no transactions involving Mr. Tanner that would be
required to be disclosed by Item 404(a) of Regulation S-K.
In connection with Mr. Tanner's appointment, on January 27, 2023, the Company
and Mr. Tanner entered into an offer letter (the "Tanner Offer Letter"),
pursuant to which Mr. Tanner's role as President, Chief Operating Officer and
CEO Elect will commence on April 3, 2023 (the "Start Date"), and it is expected
that he will be appointed as President and Chief Executive Officer on or about
July 7, 2023 (the "Transition Date"). Mr. Tanner is to relocate his primary
residence to the Denver, Colorado area by September 1, 2023.
The Tanner Offer Letter provides for (i) an annual base salary of $750,000 and
(ii) eligibility to earn an annual bonus under the Company's 2017 Omnibus
Incentive Plan (the "OIP") with a target annual incentive award of 100% of his
annual base salary and a maximum annual incentive award of 200% of his annual
base salary. For fiscal year 2023, Mr. Tanner's annual incentive award bonus
opportunity will be prorated based on the number of days from the Start Date to
the end of fiscal year 2023.
Mr. Tanner will also be eligible to participate in the Company's long term
incentive program under the OIP, beginning in fiscal year 2024 and each fiscal
year thereafter. For fiscal year 2024, Mr. Tanner is eligible to receive a long
term incentive award comprising a number of shares of the Company's common
stock, $0.01 par value per share ("Common Stock"), having the targeted aggregate
dollar value equal to 250% of his base salary at the time of grant, with the
form and terms of the long term incentive awards to be determined by the Board
(or a committee thereof).
In recognition of the compensation Mr. Tanner is forfeiting by leaving his
former employer, Mr. Tanner will also be receiving the following: (i) a one-time
cash bonus and relocation stipend of $700,000; and (ii) a one-time make-whole
and fiscal year 2023 interim equity award under the OIP consisting of restricted
stock units of the Company in respect of 20,000 shares of Company Common Stock
(the "Initial RSUs") and options to purchase Common Stock of the Company in
respect of 150,000 shares (the "Initial Options"). The Initial RSUs will vest
over a three-year period, with approximately one-third vesting each year on the
anniversary date of the Start Date, subject to Mr. Tanner's continued
employment. The Initial Options will cliff vest on the third anniversary of the
Start Date, subject to Mr. Tanner's continued employment. If Mr. Tanner's
employment is terminated by the Company without Cause or by him for Good Reason
(as such terms are defined in the Tanner Offer Letter), the unvested portion of
the Initial RSUs and Initial Options will immediately vest.
Mr. Tanner will be a participant in The Simply Good Foods Company Amended and
Restated Executive Severance Compensation Plan, dated as of January 20, 2022
(and as amended from time to time, the "Severance Plan") as a Tier I
participant, except that, in the event Mr. Tanner's employment is terminated by
the Company without Cause or by him for Good Reason (as such terms are defined
in the Tanner Offer Letter), and subject to his execution and non-revocation of
a customary release, he will be entitled to cash severance equal to the sum of
two (2) times (i) his base salary, (ii) target annual bonus amount, and
(iii) the amount equal to the annual cost of COBRA coverage, which total amount
will be paid in twenty-four (24) equal monthly installments.
Mr. Tanner will also be entitled to reimbursement for certain reasonable legal
fees incurred in connection with the negotiation of the Tanner Offer Letter and
ancillary agreements. He will, on or about his Start Date, also enter into the
Company's standard form of Confidentiality Agreement, which includes a one-year
non-competition covenant and an eighteen-month non-solicitation covenant, and
standard form Indemnity Agreement for directors and officers.
Transition Agreement with Mr. Scalzo
In connection with Mr. Scalzo's transition into retirement, on January 27, 2023,
the Company entered into a transition agreement with Mr. Scalzo (the "Scalzo
Transition Agreement"). The Scalzo Transition Agreement provides Mr. Scalzo will
remain Chief Executive Officer of the Company through the Transition Date. After
the Transition Date, he will serve in the role of Executive Vice Chairman of the
Board through the end of the Company's 2024 fiscal year, at which time his
employment with the Company will cease and he will be appointed as non-executive
Vice Chairman of the Board. Prior to the Transition Date, Mr. Scalzo's service
as Chief Executive Officer of the Company will continue to be governed by the
terms and conditions of Mr. Scalzo's amended and restated employment agreement
with the Company, dated July 7, 2017, as amended (the "Scalzo Employment
Agreement"). On the Transition Date, the Scalzo Employment Agreement will expire
and terminate, and the Scalzo Transition Agreement will govern the terms of
Mr. Scalzo's service during, and following, his appointment as Executive Vice
Chairman of the Board.
The Scalzo Transition Agreement provides that after the Transition Date,
Mr. Scalzo will receive an annual base salary of $200,000, which will be
prorated for partial years of service, and he will be eligible to receive an
annual incentive award, on the same terms as the senior executives of the
Company. For fiscal year 2023, his annual bonus will be prorated to reflect the
applicable base salary and target and maximum percentages for the periods before
and after the Transition Date, and, in each case, will reflect actual Company
performance for fiscal year 2023 under the terms of the 2023 annual incentive
award program. For fiscal year 2024, the annual incentive target amount will be
100% of his annual base salary, with a maximum payout of 200% of his annual base
salary. Any new equity awards granted to Mr. Scalzo on or after the Transition
Date pursuant to the Scalzo Transition Agreement, as granted in the discretion
of the Board, will receive retirement equity treatment, the details of which are
set forth in the Scalzo Transition Agreement and are consistent with the
retirement equity treatment provided in the Scalzo Employment Agreement. In
addition, on or about the Transition Date, Mr. Scalzo will be awarded restricted
stock units of the Company with a target value of $350,000 that would cliff vest
on the one-year anniversary of the date of grant, which grant is also eligible
for retirement equity treatment if Mr. Scalzo's employment is terminated by the
Company without Cause or by Mr. Scalzo for Good Reason (as such terms are
defined in the Scalzo Transition Agreement), in each case, prior to vesting.
Following the Transition Date, Mr. Scalzo will continue to be a participant in
the Severance Plan as a Tier I participant, except that, in the event
Mr. Scalzo's employment is terminated during the Transition Period by the
Company without Cause or by him for Good Reason (as such terms are defined in
the Scalzo Transition Agreement), and subject to his execution and
. . .
Item 7.01 Regulation FD Disclosure.
A press release related to the matters described in Item 5.02 of this Current
Report on Form 8-K is furnished herewith as Exhibit 99.1 and hereby incorporated
in this Item 7.01 by reference.
The information in Exhibit 99.1 of this Current Report on Form 8-K is being
"furnished" and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (as amended, the "Exchange Act") or otherwise
subject to the liabilities of that Section, and shall not be or be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following documents are included as exhibits to this
report:
Exhibit No. Description
10.1 Offer Letter, dated January 27, 2023, between The Simply Good Foods
Company and Geoff Tanner.
10.2 Transition Agreement, dated January 27, 2023, by and between The
Simply Good Foods Company and Joseph E. Scalzo.
99.1 Press release issued January 30, 2023, announcing the succession plan
and transition of Joseph E. Scalzo and the appointment of Geoff Tanner
to the role of President, Chief Operating Officer and Chief Executive
Officer Elect.
104 Cover Page Interactive Data File (embedded within the Inline XBLR
document).
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