Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________

FORM 8-K

_______________________________________________________

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2023

_______________________________________________________

The Simply Good Foods Company

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware

001-38115

82-1038121

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1225 17th Street, Suite 1000

Denver, CO 80202

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (303) 633-2840

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SMPL

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2023, the Board of Directors (the “Board”) of The Simply Good Foods Company (the “Company”), pursuant to its previously announced succession plan, appointed Geoff E. Tanner as the Company’s President and Chief Executive Officer succeeding Joseph E. Scalzo. Both Mr. Tanner and Mr. Scalzo remain members of the Board.

For additional information regarding the Company’s previously announced succession plan, including the compensation arrangements for Mr. Tanner and other information required by this Item 5.02, see the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 30, 2023 (the “Form 8-K”), which is incorporated by reference.

In connection with this CEO transition, the Board also appointed Mr. Scalzo as Executive Vice Chair of the Board, and David West stepped down as Vice Chair of the Board. Mr. West remains a member of the Board. For additional information regarding Mr. Scalzo’s compensation as Executive Vice Chair of the Board, see the Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE SIMPLY GOOD FOODS COMPANY

(Registrant)


Date:	July 10, 2023	By:	/s/ Shaun P. Mara
		Name:	Shaun P. Mara
		Title:	Chief Financial Officer

Cover Document	Jul. 10, 2023
Document Information [Line Items]
Entity Central Index Key	0001702744
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Jul. 10, 2023
Entity Registrant Name	The Simply Good Foods Company
Entity File Number	001-38115
Entity Tax Identification Number	82-1038121
Entity Address, Address Line One	1225 17th Street, Suite 1000
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	633-2840
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SMPL
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false