CONAGRA BRANDS INC.

Regulatory Filings • Sep 19, 2014

8-K 1 htm_50524.htm LIVE FILING CoverPageHeader start html PUBLIC "-//W3C//DTD HTML 3.2//EN" ConAgra Foods, Inc. (Form: 8-K) Comment1

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 19, 2014

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ConAgra Foods, Inc. ______ (Exact name of registrant as specified in its charter)

Delaware	1-7275	47-0248710
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One ConAgra Drive, Omaha, Nebraska		68102
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: 402-240-4000

Not Applicable __________ Former name or former address, if changed since last report

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2014, at the Annual Meeting of Stockholders (the "Annual Meeting") of ConAgra Foods, Inc. (the "Company"), the Company’s stockholders approved the ConAgra Foods, Inc. 2014 Stock Plan (the "2014 Stock Plan") and the ConAgra Foods, Inc. 2014 Executive Incentive Plan (the "2014 Incentive Plan"). The 2014 Stock Plan is designed to foster and promote the long-term financial success of the Company and increase stockholder value by motivating performance through the grant of stock-based awards. Stock-based awards may be made under the 2014 Stock Plan to employees of the Company and its subsidiaries and to certain qualifying consultants of the Company and non-employee directors. The 2014 Stock Plan authorizes the issuance of up to (1) 30,000,000 shares of the Company’s common stock, minus (2) one share for every share subject to awards granted after July 28, 2014 under the ConAgra Foods 2009 Stock Plan (the "2009 Stock Plan"), plus (3) shares subject to awards that are cancelled, terminate, lapse, expire, are forfeited, otherwise become unexercisable or are settled for cash (in whole or in part) under the 2014 Stock Plan or the Company’s predecessor equity plans, including the 2009 Stock Plan. However, shares used to pay the exercise price related to outstanding awards under the 2014 Stock Plan and the Company’s predecessor plans, shares used to pay withholding taxes related to outstanding options or stock appreciation rights under the 2014 Stock Plan and the Company’s predecessor plans, common stock not actually issued or delivered as a result of the net settlement of an outstanding stock appreciation right and shares that are repurchased by the Company with stock option proceeds will not be added back to the aggregate share limit under the 2014 Stock Plan. The shares authorized under the 2014 Stock Plan may be issued pursuant to grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and other stock-based awards. Grants under the 2014 Stock Plan are subject to certain individual, award-specific and other limitations provided for in the 2014 Stock Plan. The 2014 Stock Plan allows for the grant of performance-based stock awards that may be able to qualify under Section 162(m) of the Internal Revenue Code ("Section 162(m)"). The performance measures for such awards must be selected from the following: cash flow; free cash flow; operating cash flow; earnings; market share; economic value added; achievement of annual operating budget; profits; profit contribution margins; profits before taxes; profits after taxes; operating profit; return on assets; return on investment; return on equity; return on invested capital; gross sales; net sales; sales volume; stock price; total stockholder return; dividend ratio; price-to-earnings ratio; expense targets; operating efficiency; customer satisfaction metrics; working capital targets; the achievement of certain target levels of innovation and/or development of products; measures related to acquisitions or divestitures; formation or dissolution of joint ventures; corporate bond rating by credit agencies; debt to equity or leverage ratios; or financial performance measures determined by the Company’s Human Resources Committee that are sufficiently similar to the foregoing as to be permissible under Section 162(m). Awards under the 2014 Stock Plan may be subject to acceleration, including in the event of a change in control of the Company as provided for in individual award agreements. The Company intends to adopt award agreements for grants under the 2014 Stock Plan that provide for "double-trigger" change in control acceleration treatment. The description of the 2014 Stock Plan contained herein is qualified in its entirety by reference to the full text of the 2014 Stock Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The 2014 Incentive Plan is designed to provide performance-based incentives to eligible Company officers who have significant responsibility for the Company’s success. Incentive awards may be made under the 2014 Incentive Plan to the Company’s executive and senior officers and employees performing similar duties. Under certain circumstances, awards under the 2014 Incentive Plan may be able to qualify under Section 162(m). The performance measures for such awards must be selected from the following: cash flow; free cash flow; operating cash flow; earnings; market share; economic value added; achievement of annual operating budget; profits; profit contribution margins; profits before taxes; profits after taxes; operating profit; return on assets; return on investment; return on equity; return on invested capital; gross sales; net sales; sales volume; stock price; total stockholder return; dividend ratio; price-to-earnings ratio; expense targets; operating efficiency; customer satisfaction metrics; working capital targets; the achievement of certain target levels of innovation and/or development of products; measures related to acquisitions or divestitures; formation or dissolution of joint ventures; corporate bond rating by credit agencies; debt to equity or leverage ratios; or financial performance measures determined by the Company’s Human Resources Committee that are sufficiently similar to the foregoing as to be permissible under Section 162(m). Awards under the 2014 Incentive Plan are subject to certain individual limitations provided for in the 2014 Incentive Plan, and to a maximum payout per individual per fiscal year of $20,000,000, as further explained in the 2014 Incentive Plan. The description of the 2014 Incentive Plan contained herein is qualified in its entirety by reference to the full text of the 2014 Incentive Plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The matters voted on and the results of the vote at the Annual Meeting were as follows: 1. The Company’s stockholders re-elected the following directors to each serve until the next annual meeting of stockholders or until a respective successor is elected and qualified. Name: Mogens C. Bay Number of Votes For: 277,993,633 Number of Votes Withheld: 4,773,126 Broker Non-Votes: 80,465,136 Name: Thomas K. Brown Number of Votes For: 280,267,778 Number of Votes Withheld: 2,498,981 Broker Non-Votes: 80,465,136 Name: Stephen G. Butler Number of Votes For: 279,064,152 Number of Votes Withheld: 3,702,607 Broker Non-Votes: 80,465,136 Name: Steven F. Goldstone Number of Votes For: 280,160,538 Number of Votes Withheld: 2,606,221 Broker Non-Votes: 80,465,136 Name: Joie A. Gregor Number of Votes For: 280,216,466 Number of Votes Withheld: 2,550,293 Broker Non-Votes: 80,465,136 Name: Rajive Johri Number of Votes For: 279,635,046 Number of Votes Withheld: 3,131,713 Broker Non-Votes: 80,465,136 Name: W.G. Jurgensen Number of Votes For: 279,361,903 Number of Votes Withheld: 3,404,856 Broker Non-Votes: 80,465,136 Name: Richard H. Lenny Number of Votes For: 277,819,612 Number of Votes Withheld: 4,947,147 Broker Non-Votes: 80,465,136 Name: Ruth Ann Marshall Number of Votes For: 280,207,442 Number of Votes Withheld: 2,559,317 Broker Non-Votes: 80,465,136 Name: Gary M. Rodkin Number of Votes For: 277,315,132 Number of Votes Withheld: 5,451,627 Broker Non-Votes: 80,465,136 Name: Andrew J. Schindler Number of Votes For: 280,103,646 Number of Votes Withheld: 2,663,113 Broker Non-Votes: 80,465,136 Name: Kenneth E. Stinson Number of Votes For: 278,196,641 Number of Votes Withheld: 4,570,118 Broker Non-Votes: 80,465,136 2. The Company’s stockholders approved the 2014 Stock Plan. Number of Votes For: 240,828,940 Number of Votes Against: 39,749,020 Abstain: 2,188,799 Broker Non-Votes: 80,465,136 3. The Company’s stockholders approved the 2014 Incentive Plan. Number of Votes For: 252,536,874 Number of Votes Against: 28,049,871 Abstain: 2,180,014 Broker Non-Votes: 80,465,136 4. The Company’s stockholders ratified the appointment of KPMG LLP, an independent registered public accounting firm, as independent auditors for fiscal 2015. Number of Votes For: 359,284,529 Number of Votes Against: 2,322,468 Abstain: 1,624,898 5. The Company’s stockholders approved, on an advisory, nonbinding basis, a resolution approving the Company’s named executive officer compensation. Number of Votes For: 252,755,023 Number of Votes Against: 26,273,406 Abstain: 3,738,330 Broker Non-Votes: 80,465,136 6. The Company’s stockholders rejected a stockholder proposal regarding a bylaw change in regard to vote-counting. Number of Votes For: 35,108,402 Number of Votes Against: 244,462,440 Abstain: 3,195,917 Broker Non-Votes: 80,465,136

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Lyneth Rhoten
Name: Lyneth Rhoten
Title: Vice President, Securities Counsel and Assistant Corporate Secretary

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Exhibit Index

Exhibit No.	Description
10.1	ConAgra Foods, Inc. 2014 Stock Plan
10.2	ConAgra Foods, Inc. 2014 Executive Incentive Plan

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