CONAGRA BRANDS INC.

Regulatory Filings • May 13, 2015

8-K 1 htm_51816.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): May 7, 2015

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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2015, the Board of Directors of ConAgra Foods, Inc. (the "Company") approved an amendment (the "Amendment") to the Company’s Amended and Restated Bylaws, as amended (the "Bylaws"). The Amendment provides that all matters, unless otherwise provided for in the Company’s Certificate of Incorporation, the Bylaws, the rules and regulations of any stock exchange applicable to the Company or as otherwise provided by law or pursuant to any regulation applicable to the Company or its securities, will be decided by the vote of the majority of votes cast, with abstentions not being considered votes cast. The Amendment took effect upon adoption by the Board of Directors of the Company.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith: Exhibit 3.1 Amended and Restated Bylaws of ConAgra Foods, Inc., as Amended.

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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
3.1	Amended and Restated Bylaws of ConAgra Foods, Inc., as Amended

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