Item 1.01. Entry into a Material Definitive Agreement
On
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
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
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
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
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 CommitteeClayton C. Daley , Jr. Nomi P. GhezJoseph J. Schena (Chair) Compensation CommitteeClayton C. Daley , Jr. (Chair) Robert G. Montgomery Brian K. Ratzan David J. West James D. White
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 Exhibit No. Description 10.1 Repricing Amendment, dated as ofJanuary 21, 2022 , by and amongAtkins Intermediate Holdings, LLC , aDelaware limited liability company,Conyers Park Acquisition Corp. , aDelaware corporation,Simply Good Foods USA, Inc. , aNew York corporation,Atkins Nutritionals Holdings, Inc. , aDelaware corporation,Atkins Nutritionals Holdings II, Inc. , aDelaware corporation,NCP-ATK Holdings, Inc. , aDelaware corporation, the other guarantors party thereto, the financial institutions party thereto as Consenting Lenders and theReplacement Lender and Barclays Bank PLC, as administrative agent. 10.2 The Simply Good Foods Company Amended and Restated Executive Severance Compensation Plan (EffectiveJanuary 20, 2022 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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