The Simply Good Foods Company (SMPL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 28, 2026, to be held virtually for shareholders of record as of December 1, 2025.

• Key proposals include election of 11 directors, ratification of Deloitte & Touche LLP as auditor, approval of a new incentive plan, advisory votes on executive compensation and its frequency.

• Fiscal 2025 highlights: $1.45B net sales, $103.6M net income, $278.2M adjusted EBITDA, strong cash generation, and successful integration of the OWYN acquisition.

• Innovation and market performance: 5% retail takeaway growth, with Quest and OWYN up 12% and 34% respectively, Atkins down 10%.

Voting matters and shareholder proposals

• Board recommends voting for all 11 director nominees, Deloitte as auditor, the new incentive plan, annual say-on-pay, and executive compensation.

• Shareholders can vote by phone, internet, or mail; beneficial owners must follow broker instructions.

• Shareholder proposals for the 2027 meeting must be submitted by August 19, 2026.

Board of directors and corporate governance

• Over 90% of directors are independent; all committees are fully independent.

• Board committees: Audit, Compensation, Corporate Responsibility and Sustainability, Nominating and Corporate Governance.

• Annual board and committee self-assessments, majority vote director resignation policy, and robust director nomination process.

• Board diversity in skills, experience, and background is emphasized.