Conagra Brands Files 8-K with Corporate Updates

Ticker: CAG · Form: 8-K · Filed: Sep 23, 2024 · CIK: 23217

Sentiment: neutral

Topics: corporate-governance, filing-update

Related Tickers: CAG

TL;DR

Conagra Brands filed an 8-K on Sept 18th for corporate updates - check for shareholder votes & financials.

AI Summary

Conagra Brands, Inc. filed an 8-K on September 23, 2024, reporting events that occurred on September 18, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. Specific details regarding these events, including any material agreements or voting outcomes, are not elaborated upon in the provided text.

Why It Matters

This filing signals potential changes in Conagra Brands' corporate structure or governance, which could impact shareholder rights or financial reporting.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not appear to contain immediate negative financial news or significant strategic shifts.

Key Players & Entities

FAQ

What specific amendments were made to Conagra Brands' articles of incorporation or bylaws?

The provided text does not specify the nature of the amendments to the articles of incorporation or bylaws.

What matters were submitted to a vote of Conagra Brands' security holders?

The filing indicates that matters were submitted to a vote, but the specific proposals or resolutions are not detailed in the provided text.

Are there any new financial statements or exhibits included with this 8-K filing?

The filing states that financial statements and exhibits are included, but their content is not described in the provided text.

What is the significance of the date September 18, 2024, for Conagra Brands?

September 18, 2024, is the date of the earliest event reported in this 8-K filing.

What is Conagra Brands' fiscal year end?

Conagra Brands' fiscal year ends on May 25th (0525).

Filing Stats: 882 words · 4 min read · ~3 pages · Grade level 12.4 · Accepted 2024-09-23 16:30:15

Key Financial Figures

Filing Documents

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07, below, on September 18, 2024, at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Conagra Brands, Inc. (the "Company"), upon the recommendation of the Company's Board of Directors (the "Board"), the shareholders of the Company approved a proposal to amend and restate the Company's Amended and Restated Certificate of Incorporation (the "Amended and Restated Charter") to provide for the exculpation of certain of the Company's officers in specific circumstances, as permitted by Delaware law, to remove obsolete provisions relating to the Company's former staggered board and to address miscellaneous drafting inconsistencies. The Amended and Restated Charter was filed with the Secretary of State of the State of Delaware on September 18, 2024 and was effective as of such date. The foregoing description of the Amended and Restated Charter is qualified in its entirety by the complete text of the Amended and Restated Charter, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference in its entirety into this Item 5.03.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 18, 2024, the Company held its Annual Meeting of Shareholders. The final voting results for the matters brought before that meeting are set forth below: 1. Election of Directors The Company's shareholders voted to elect the following eleven (11) nominees to serve as directors of the Company until their term expires at the Company's 2025 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows: For Against Abstain Broker Non-Votes Anil Arora 356,931,009 16,542,190 574,527 49,066,884 Thomas "Tony" K. Brown 364,181,712 9,293,632 572,382 49,066,884 Emanuel "Manny" Chirico 369,400,918 3,959,179 687,629 49,066,884 Sean M. Connolly 370,085,033 3,393,022 569,671 49,066,884 George Dowdie 369,312,531 4,157,640 577,555 49,066,884 Francisco Fraga 371,561,610 1,910,116 576,000 49,066,884 Fran Horowitz 359,657,104 13,840,783 549,839 49,066,884 Richard H. Lenny 341,582,881 31,895,109 569,736 49,066,884 Melissa Lora 366,800,353 6,719,366 528,007 49,066,884 Ruth Ann Marshall 340,388,261 33,096,112 563,353 49,066,884 Denise A. Paulonis 369,375,487 4,131,480 540,759 49,066,884 2. Approval of an amendment to the Company's Certificate of Incorporation to provide for officer exculpation The Company's shareholders voted to approve the amendment to the Company's Certificate of Incorporation to provide for officer exculpation. The voting results were as follows: For Against Abstain Broker Non-Votes 333,756,365 38,966,380 1,324,981 49,066,884 3. Advisory Vote to Approve Named Executive Officer Compensation The Company's shareholders did not approve, on a non-binding, advisory basis, the Company's named executive officer compensation. The voting results were as follows: For Against Abstain Broker Non-Votes 166,656,287 206,154,506 1,236,933 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Conagra Brands, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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/ Carey Bartell Name: Carey Bartell Title: Executive Vice President, General Counsel and Corporate Secretary Date: September 23, 2024

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