CONAGRA BRANDS INC.

Regulatory Filings • Sep 24, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2020

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-7275	47-0248710
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 W. Merchandise Mart Plaza , Suite 1300 Chicago , Illinois	60654
(Address of principal executive offices)	(Zip Code)

(312) 549-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	CAG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On September 23, 2020, Conagra Brands, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Meeting”). The final voting results for the matters brought before the Meeting are set forth below.

1. Election of Directors

The Company’s shareholders elected the following nominees to the Board of Directors for a one-year term. For each nominee, the voting results were as follows:

Director — Anil Arora	392,430,980	1,250,648	470,944	51,701,205
Thomas K. Brown	388,631,975	5,121,110	399,487	51,701,205
Sean M. Connolly	388,964,007	4,775,710	412,855	51,701,205
Joie A. Gregor	375,111,041	18,649,069	392,462	51,701,205
Rajive Johri	382,883,790	10,859,299	409,483	51,701,205
Richard H. Lenny	382,695,228	11,055,868	401,476	51,701,205
Melissa Lora	392,544,702	1,235,070	372,800	51,701,205
Ruth Ann Marshall	377,691,280	16,084,281	377,011	51,701,205
Craig P. Omtvedt	392,358,240	1,313,725	480,607	51,701,205
Scott Ostfeld	389,268,455	4,407,807	476,310	51,701,205

1. Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2021

The Company’s shareholders ratified the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditor of the Company for fiscal 2021. The voting results were as follows:

For	Against	Abstain
438,364,723	6,866,141	622,913

1. Advisory Approval of the Company’s Named Executive Officer Compensation

The Company’s shareholders approved, on an advisory basis, a resolution approving the Company’s named executive officer compensation. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
374,637,967	17,849,340	1,665,265	51,701,205

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.

CONAGRA BRANDS, INC.
By:	/s/ Colleen Batcheler
Name:	Colleen Batcheler
Title:	Executive Vice President, General Counsel and Corporate Secretary

Date: September 24, 2020