DEF: Simply Good Foods Sets 2026 Annual Meeting Agenda

Simply Good Foods announces its 2026 Annual Meeting of Stockholders to be held virtually on January 28, 2026, outlining proposals for director elections, auditor ratification, and a new incentive plan.

Summary

• The Annual Meeting of Stockholders will be held virtually on Wednesday, January 28, 2026, at 1:00 p.m. (ET).
• Stockholders as of the close of business on December 1, 2025, are eligible to vote.
• Proposals include the election of 11 director nominees, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026, and approval of The Simply Good Foods Company Incentive Plan.
• An advisory vote on the frequency of future advisory votes to approve executive compensation is included, with the Board recommending 'ONE YEAR'.
• An advisory vote to approve the compensation of named executive officers is also on the agenda.
• Fiscal Year 2025 net sales were $1,450.9 million, net income was $103.6 million, and Adjusted EBITDA was $278.2 million.
• Diluted Earnings Per Share for Fiscal Year 2025 was $1.02, and Adjusted Diluted Earnings Per Share was $1.92.
• Cash flow from operations in Fiscal Year 2025 was $178.5 million, representing a decrease of about 17% versus the prior year.
• The company repaid $150.0 million of its term loan debt in Fiscal Year 2025, with an outstanding principal balance of $250.0 million at year-end.
• Approximately $50.9 million of common stock was repurchased in Fiscal Year 2025.
• The acquisition of Only What You Need, Inc. (OWYN) was completed on June 13, 2024, for approximately $280.0 million in cash, with integration largely completed by the end of Fiscal Year 2025.
• Total retail takeaway increased 5% in Fiscal Year 2025, driven by Quest (up 12%) and OWYN (up 34%), while Atkins declined about 10%.
• Gross profit increased nearly 3% to $525.7 million, but gross margin decreased 220 basis points to 36.2% due to inflation and dilution from OWYN.
• The proposed 2025 Incentive Plan, if approved, will reserve 2,250,000 new shares, plus 4,098,405 shares carried over from the prior plan, totaling 6,348,405 shares, expected to last up to five years.

Sentiment

Score: 7

Explanation: The filing highlights strong corporate governance, successful integration of a key acquisition, and growth in key brands (Quest, OWYN). However, it also notes a decrease in cash flow from operations and a decline in the Atkins brand, alongside a drop in gross margin due to inflation and acquisition dilution. The overall tone is positive, focusing on strategic growth and innovation.

Positives

• Generated strong cash flow from operations of $178.5 million in Fiscal Year 2025.
• Repaid $150.0 million of term loan debt, reducing the outstanding balance to $250.0 million.
• Repurchased approximately $50.9 million of common stock in Fiscal Year 2025.
• Maintained a low trailing 12-month Net Debt to Adjusted EBITDA ratio of 0.5x as of August 30, 2025.
• Successfully completed and largely integrated the OWYN acquisition, with excitement for long-term growth opportunities.
• Achieved a 5% increase in total retail takeaway, with Quest growing 12% and OWYN growing 34%.
• Maintained a robust innovation pipeline, with new products expected to contribute to growth in Fiscal Year 2026 and beyond.
• Gross profit increased nearly 3% to $525.7 million in Fiscal Year 2025.
• Received 97.3% stockholder approval for Fiscal Year 2024 executive compensation, affirming support for the pay-for-performance philosophy.
• Corporate governance practices include over 90% independent directors, an independent Chairman, and all independent committees.
• The proposed 2025 Incentive Plan incorporates strong governance features, such as no evergreen provision, limits on non-employee director compensation, and minimum vesting periods.

Negatives

• Cash flow from operations decreased about 17% in Fiscal Year 2025 compared to the prior year.
• The Atkins brand experienced a retail takeaway decline of about 10% in Fiscal Year 2025.
• Gross margin decreased by 220 basis points to 36.2% in Fiscal Year 2025, reflecting inflation and dilution from the OWYN acquisition.
• Net income for Fiscal Year 2025 was $103.6 million, a decrease from $139.3 million in Fiscal Year 2024.
• Diluted Earnings Per Share for Fiscal Year 2025 was $1.02, a decrease from $1.39 in Fiscal Year 2024.

Risks

• Operating in a dynamic inflationary environment, which impacts ingredient costs and supply chain management.
• Intense competition for talent in the business environment and talent market.
• Potential dilutive effect on stockholders from the equity compensation program.
• Exposure to market volatility and an uncertain macroeconomic climate.
• Competition for manufacturing capacity at third-party contract manufacturers, especially against larger, better-resourced companies.
• Risks related to food safety, cybersecurity, and computerized information system controls and security, overseen by the Audit Committee.
• Compensation policies and procedures could potentially encourage excessive risk-taking, though current policies are designed to mitigate this.
• Potential for 'excess parachute payments' under Section 280G of the Code in Change in Control scenarios, which could lead to a 20% excise tax for participants and denied tax deductions for the company.
• Non-compliance with Section 409A of the Code could result in an additional 20% income tax, interest, and penalties for recipients of deferred compensation.
• Section 162(m) of the Code limits the tax deduction for executive compensation exceeding $1,000,000 annually for covered employees.

Future Outlook

New products launched in fiscal year 2025 are expected to contribute to growth in fiscal year 2026 and beyond. The company is well-positioned to continue selectively pursuing acquisition opportunities in the nutritious snacking and broader health and wellness food space. The new 2025 Incentive Plan's share reserve is expected to last for approximately up to five years, supporting future equity compensation needs.

Management Comments

• "We are on a mission to make food that works for you that is radically nutritious and defyingly delicious. Better nutrition made easy so you can live well. We don't compromise, so you never have to."
• "We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities."
• "We remain very excited about the long-term runway ahead for the OWYN brand, with opportunities within its current segments and via innovation-led platform extensions."
• "We believe innovation is, and will continue to be, an important component of our business."
• "We believe the diversification of our business across brands, product forms and retail channels provides us with multiple ways to win in the marketplace."
• "Our asset-light, outsourced manufacturing business model continues to be a competitive advantage."
• "We believe compensation should be structured to ensure that a significant portion of the total compensation opportunity for our named executive officers is directly related to our performance and other factors that directly and indirectly influence stockholder value."
• "Our Compensation Committee believes this affirms our stockholders support of our approach to executive compensation."

Industry Context

The company operates in the highly competitive nutritional snacking segment of the food and beverage industry, characterized by an asset-light, outsourced manufacturing business model. This model requires effective selection, oversight, and scaling of the business with strategic partners, and fierce competition for manufacturing capacity, often against larger, better-resourced companies. The industry benefits from tailwinds like low household penetration and increasing consumer interest in snacking and wellness.

Comparison to Industry Standards

• The company's historical annual burn rates (0.67% in FY2023, 0.45% in FY2024, 0.60% in FY2025) have been consistently in line with burn rates at its compensation peer companies, indicating good stewardship of equity in incentive programs.
• The peer group for compensation analysis includes companies such as B&G Foods, Freshpet, Inc., The Hain Celestial Group, BellRing Brands, Inter Parfums, Inc., Tootsie Roll Industries, Celsius Holdings, Inc., J&J Snack Foods, Utz Brands, Inc., Central Garden & Pet Company, John B. Sanfilippo & Son, Edgewell Personal Care Company, Lancaster Colony, e.l.f. Beauty, Inc., and The Boston Beer Company.
• The S&P 500 Packaged Food & Meats index is used as a peer group for Total Shareholder Return comparison in the pay-versus-performance table.

Management Changes

Corporate Governance

Related Party Transactions

• Indemnity agreements were entered into with each director and executive officer, providing indemnification and expense advancements for claims arising from their service.
• The Investor Rights Agreement (July 7, 2017) with Conyers Park Sponsor, LLC, provides customary registration rights. Prior to October 13, 2022, Conyers Park Sponsor had director nomination rights based on share ownership.
• Effective October 13, 2022, Conyers Park Sponsor distributed shares pro-rata to its members, assigning director nomination rights collectively to James M. Kilts, David J. West, and Brian K. Ratzan, all current directors.

Stakeholder Impact

• Shareholders: Direct impact through voting on directors, auditor, incentive plan, and executive compensation. Financial performance (net sales, net income, EPS, cash flow) directly affects shareholder value. Share repurchases benefit shareholders. Dilution from equity compensation is a consideration.
• Employees: The incentive plan is designed to attract, retain, and motivate employees. Compensation practices, including base salary, cash incentives, and equity awards, directly impact employees. Health and welfare benefits, life insurance, and 401(k) plans are provided.
• Customers/Consumers: The company focuses on providing "radically nutritious and defyingly delicious" food, high-quality products, and food safety. Innovation aims to appeal to current and potential consumers.
• Community: A partnership with the Boys and Girls clubs of metro Denver (Spark and Spoon project) provides nutrition education, healthy lifestyle programs, and food boxes to over 28,000 kids and teens.
• Management: Compensation structure (base salary, annual cash incentive, long-term equity) is designed to align with company performance and stockholder value. Management is subject to stock ownership guidelines and clawback policies.
• Suppliers/Partners: The asset-light, outsourced manufacturing model relies on strategic partners and third-party contract manufacturers.

Next Steps

• Stockholders to vote on 11 director nominees at the Annual Meeting on January 28, 2026.
• Stockholders to vote on the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026.
• Stockholders to vote on the approval of The Simply Good Foods Company Incentive Plan.
• Stockholders to cast an advisory vote on the frequency of future advisory votes to approve executive compensation (Board recommends one year).
• Stockholders to cast an advisory vote to approve the compensation of named executive officers.
• New products launched in FY2025 will be available in FY2026 and are expected to contribute to future growth.
• The company plans to continue selectively pursuing acquisition opportunities in the nutritious snacking and broader health and wellness food space.

Key Dates

Recommendation

This is a standard proxy statement outlining proposals for the upcoming annual meeting and reviewing past fiscal year performance and compensation. While it provides detailed insights into corporate governance, executive compensation, and historical financial metrics, it does not contain new, forward-looking financial guidance or significant strategic announcements that would warrant an immediate change in investment recommendation. The financial highlights for fiscal year 2025 are historical and would have been previously disclosed. The proposals are routine governance matters.

Keywords

Nutritional Snacking, Consumer Packaged Goods, SEC Filing, Proxy Statement, Corporate Governance, Executive Compensation, Shareholder Meeting, Financial Performance, Acquisition, OWYN, Quest, Atkins, Equity Incentive Plan, Risk Management, ESG