The Simply Good Foods Company (SMPL) Proxy Filing summary

Executive summary

• Net sales reached $1,331.3M in fiscal 2024, with net income of $139.3M and adjusted EBITDA of $269.1M, reflecting strong cash generation and a 26% increase in operating cash flow over the prior year.

• The acquisition of Only What You Need, Inc. (OWYN) for $280M was completed in June 2024, funded by cash and a $250M incremental term loan.

• Retail takeaway increased 8% overall, with Quest up 13% and Atkins down 5% year-over-year; OWYN contributed to sales growth post-acquisition.

• Gross margin improved to 38.4%, up 190 basis points, driven by lower ingredient and packaging costs.

• Innovation remains a focus, with new products across Quest and Atkins brands expected to drive further market share gains in fiscal 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 director nominees, ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025, and an advisory vote on executive compensation.

• The board recommends voting FOR all director nominees, auditor ratification, and the say-on-pay proposal.

• Shareholder proposals for the 2026 annual meeting must be received by August 14, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Over 90% of directors and nominees are independent; the Chairman is independent.

• All directors stand for annual election; majority vote director resignation policy is in place.

• Board committees (Audit, Compensation, Corporate Responsibility and Sustainability, Nominating and Corporate Governance) are fully independent.

• Board diversity: 2 of 12 directors are women, 2 are African American or Black, and 27% of current nominees are women or minorities.

• Annual board and committee self-assessments and new director orientation are conducted.

• Stockholder engagement included outreach to top 25 holders, representing 51% of shares.