Simply Good Foods (SMPL) adopts annual Say-on-Pay vote frequency after 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
The Simply Good Foods Company filed an amended report to clarify how often it will ask shareholders to approve executive pay. At the 2026 annual meeting held on January 28, 2026, shareholders indicated a preference for holding the non-binding Say-on-Pay vote every year.
Following this result and the Board of Directors’ prior recommendation, the company decided to conduct Say-on-Pay Votes annually until the next required advisory vote on frequency, which is expected to occur no later than the 2032 annual meeting of stockholders. No other changes were made to the prior report.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
2026 annual meeting date: January 28, 2026
Next frequency vote deadline: 2032 annual meeting
Item referenced: Item 5.07(d)
3 metrics
2026 annual meeting date
January 28, 2026
Date of 2026 Annual Meeting where shareholders voted on Say-on-Frequency Proposal
Next frequency vote deadline
2032 annual meeting
Next required advisory vote on Say-on-Pay frequency expected no later than this meeting
Item referenced
Item 5.07(d)
Governs disclosure of the company’s decision on Say-on-Pay vote frequency
Key Terms
Say-on-Pay Vote, Say-on-Frequency Proposal, non-binding stockholder advisory votes, Item 5.07, +1 more
5 terms
Say-on-Pay Vote financial
"non-binding stockholder advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”)"
Say-on-Frequency Proposal financial
"votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”)"
non-binding stockholder advisory votes regulatory
"non-binding stockholder advisory votes on the compensation of the Company’s named executive officers"
Item 5.07 regulatory
"to disclose, in accordance with Item 5.07(d) of , the Company’s decision"
Annual Meeting of Stockholders financial
"the Company’s 2026 Annual Meeting of Stockholders held on January 28, 2026"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________
FORM 8-K/A
(Amendment No. 1)
_______________________________________________________
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2026
_______________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by The Simply Good Foods Company (the “Company”) with the U.S. Securities and Exchange Commission on February 2, 2026 (the “Original Form 8-K”). The Original Form 8-K reported, among other things, the final voting results of the Company’s 2026 Annual Meeting of Stockholders held on January 28, 2026 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding whether non-binding stockholder advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Proposal, the Company’s stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year. In light of these results, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) as set forth in the Company’s proxy statement for the Annual Meeting, the Company has determined to hold future Say-on-Pay Votes every year until the next required non-binding advisory vote on the frequency of future Say-on-Pay Votes. The next Say-on-Frequency Proposal is expected to occur no later than the 2032 annual meeting of stockholders.
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.
Date: | April 22, 2026 | By: | /s/ Christopher J. Bealer | ||||||||
Name: | Christopher J. Bealer | ||||||||||
Title: | Chief Financial Officer | ||||||||||
(Principal Financial Officer) | |||||||||||
FAQ
What did The Simply Good Foods Company (SMPL) change in this 8-K/A filing?
The company filed an amended report solely to disclose its decision on how often to hold non-binding Say-on-Pay Votes. It chose an annual schedule, aligning with shareholder preferences from the 2026 meeting and its Board’s earlier recommendation.
How often will The Simply Good Foods Company (SMPL) hold Say-on-Pay Votes?
The company decided to hold Say-on-Pay Votes every year. This annual schedule follows the advisory vote at the 2026 annual meeting, where shareholders preferred yearly Say-on-Pay Votes, and matches the Board of Directors’ stated recommendation.
Does this SMPL 8-K/A change any prior voting results or other items?
No. The amendment states its sole purpose is to disclose the company’s decision on Say-on-Pay vote frequency. It does not change previously reported final voting results or any other information from the original report on the 2026 annual meeting.