THE REAL GOOD FOOD COMPANY, INC. PROXY STATEMENT FOR THE 2022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION This proxy statement (this “Proxy Statement”) is being furnished to the stockholders of The Real Good Food Company, Inc. (the “Company,” “we,” “us,” and “our”) on behalf of the Board of Directors of the Company (the “Board”) in connection with the solicitation of proxies for use at the 2023 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, August 16, 2023, at 9:00 a.m. Pacific Time, and at any adjournment or postponement thereof. The Annual Meeting will be held virtually via live Internet webcast at www.proxypush.com/RGF. Notice of Internet Availability of Proxy Materials Pursuant to the Securities and Exchange Commission (the “SEC”) “notice and access” rules, which allow companies to furnish their proxy materials over the Internet, we intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials on or about June 30, 2023. We sometimes refer to this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), and the proxy card, together as the “Proxy Materials.” We will also provide access the Proxy Materials over the Internet on or about June 30, 2023. You may read, print and download the Proxy Materials at www.proxydocs.com/RGF. Because we are furnishing the Notice to our stockholders of record, you will not receive printed Proxy Materials unless you request them. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Materials electronically. It also instructs you on how you may submit your proxy over the Internet, by toll-free number, or virtually at the Annual Meeting. After receiving the Notice, stockholders can request to receive a paper copy of the Proxy Materials by mail. In addition, the Notice contains instructions on how stockholders may request to receive Proxy Materials electronically by e-mail. QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING Why did I receive these materials? The Board is soliciting your proxy to vote at the Annual Meeting, or at any postponement or adjournment thereof. Stockholders who held shares of our Class A common stock or Class B common stock (together, the “stockholders”) as of the close of business on the record date, June 20, 2023 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review the Proxy Materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information regarding the Company. Who can vote at the Annual Meeting? Only our stockholders at the close of business on the Record Date will be entitled to virtually attend and vote at the Annual Meeting. Holders of Record—If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a “holder of record.” As a holder of record, you may vote at the virtual Annual Meeting, or you may vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice. If you are a holder of record and you indicate when voting that you wish to vote as recommended by the Board, or if you submit a vote by proxy without giving specific voting 1
RkJQdWJsaXNoZXIy MTc1MzI0Mw==