UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement
On January 21, 2022, Simply Good Foods USA, Inc., a wholly owned, indirect subsidiary of The Simply Good Foods Company (the “Administrative Borrower”), entered into that certain Repricing Amendment (the “Amendment”) to the Credit Agreement, dated as of July 7, 2017, among Conyers Park Acquisition Corp., Atkins Intermediate Holdings, LLC, the Administrative Borrower, the other Borrowers party thereto and Barclays Bank PLC, as administrative agent thereunder, (as amended, supplemented or otherwise modified, the “Credit Agreement”).
The Amendment, among other things, (i) reduces the Applicable Rate applicable to the Initial Term Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement immediately prior to the effective date of the Amendment, (ii) resets the prepayment premium for the existing Initial Term Loans to apply to Repricing Transactions that occur within six months after the effective date of the Amendment, and (iii) implements “SOFR” (Secured Overnight Financing Rate) and related replacement provisions. Further, the Amendment modifies certain other provisions of the Credit Agreement to effect such other changes as are mutually agreed
A copy of the Amendment is attached as Exhibit 10.1 and is incorporated herein by reference. The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is hereby incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As part of its ongoing evaluation of the terms and conditions of benefit plans offered to all employees, effective January 20, 2022, the Board of Directors (the “Board”) of The Simply Good Foods Company (the “Company”) adopted certain amendments to and restated The Simply Good Foods Company Executive Severance Compensation Plan (the “Plan,” and as amended and restated, the “Amended and Restated Plan”). The Company’s chief executive officer, chief financial officer and its named executive officers, among other officers, are Participants (as defined in the Amended and Restated Plan) under the Plan and continue to be Participants under the Amended and Restated Plan. The Plan had not been amended since July 2018.
In the Amended and Restated Plan, the Board: (i) amended and restated the definition of Change in Control to align with the definition of that term contained in the Company’s 2017 Omnibus Incentive Plan; (ii) clarified the definition of Good Reason to address Participants who work remotely; (iii) removed the concept of a protected change in control; and (iv) clarified only confidentiality, non-competition, non-solicit, and similar covenants that are legally enforceable against a Participant will be required in any release under the Plan. The Amended and Restated Plan did not change the formula for determining any amounts that would be payable to any Participant as in effect since July 2018.
The foregoing description of the Amended and Restated Plan is qualified in its entirety to the full text of the Amended and Restated Plan which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference as if set forth in full.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only, via the internet, with no physical in-person meeting. 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 four Class I and three Class II director nominees to serve until the 2023 annual meeting of stockholders and thereafter until their successors are duly elected and qualified:
| Name | For | Against | Abstain | |||||||||
| Clayton C. Daley, Jr. | 90,823,155 | 841,181 | 8,535 | |||||||||
| Nomi P. Ghez | 90,430,571 | 1,233,764 | 8,536 | |||||||||
| Robert G. Montgomery | 91,073,698 | 590,622 | 8,551 | |||||||||
| David W. Ritterbush | 91,527,198 | 137,129 | 8,544 | |||||||||
| Joseph E. Scalzo | 91,527,090 | 137,234 | 8,547 | |||||||||
| Joseph J. Schena | 91,534,092 | 130,234 | 8,545 | |||||||||
| James D. White | 89,184,622 | 2,479,702 | 8,547 | |||||||||
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022:
| For | Against | Abstain | Non-votes | |||||||||||
| 93,000,509 | 38,942 | 8,581 | 0 | |||||||||||
Proposal 3. The advisory vote to approve the compensation of the Company’s named executive officers:
| For | Against | Abstain | Non-votes | |||||||||||
| 72,696,201 | 18,914,402 | 62,268 | 1,375,161 | |||||||||||
Item 8.01. Other Events.
At a meeting of the Board of Directors following the Annual Meeting, the Board of Directors appointed the directors indicated below to serve on the Board of Directors’ committees:
Audit Committee
Clayton C. Daley, Jr.
Nomi P. Ghez
Joseph J. Schena (Chair)
Compensation Committee
Clayton C. Daley, Jr. (Chair)
Robert G. Montgomery
Brian K. Ratzan
David J. West
James D. White
Corporate Responsibility and Sustainability Committee
Michelle P. Goolsby (Chair)
Robert G. Montgomery
David K. Ritterbush
Nominating and Corporate Governance Committee
Nomi P. Ghez (Chair)
Michelle P. Goolsby
James M. Kilts
James D. White
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: | January 25, 2022 | By: | /s/ Todd E. Cunfer | |
| Name: | Todd E. Cunfer | |||
| Title: | Chief Financial Officer | |||
| (Principal Financial Officer) |