Current Report Filing (8-k)
May 23 2017 - 4:33PM
Edgar (US Regulatory)
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): May 17, 2017
Conagra Brands, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-7275
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47-0248710
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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222 W. Merchandise Mart Plaza,
Suite 1300
Chicago,
Illinois
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60654
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(Address of principal executive offices)
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(Zip Code)
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(312)
549-5000
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 17, 2017, the Board of Directors (the Board) of Conagra Brands, Inc. (the Company) approved certain
amendments to the Amended and Restated Bylaws of the Company (the Bylaws), effective immediately. Among other things, the amendments:
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Revised the Bylaws to reflect the Companys corporate name change from ConAgra Foods, Inc. to Conagra Brands, Inc.;
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Clarified Article II, Section 4 to address the Companys notice requirements for meetings of stockholders that are recessed or adjourned to another place, date or time;
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Clarified Article II, Section 8 to explicitly provide that, except as otherwise provided by applicable law, the Companys certificate of incorporation or in a preferred stock designation, each stockholder is
entitled at every meeting of stockholders to one vote for each share of stock having voting power held in the name of such stockholder on the books of the Company as of the record date for such meeting and that each person may cast votes in person
or by proxy;
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Added language to Article II, Section 10 to clarify that the existing provisions of Article II, Sections 10 and 11 are the exclusive means for a stockholder to submit business before an annual meeting of
stockholders (other than proposals made in accordance with Rule
14a-8
under the Securities Exchange Act of 1934, as amended, and included in the notice to stockholders of such meeting);
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Revised Article II, Section 14 to add to the types of conduct rules for meetings of stockholders that may be prescribed by the presiding officer of such meeting;
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Revised Article III, Section 5 to clarify means of electronic transmission of notice of meetings of the Board;
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Revised Article III, Section 6 to clarify that participation in a meeting of the Board or committee thereof by telephone or certain other communications equipment will constitute presence in person at such a
meeting; and
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Made other immaterial conforming, clarifying or administrative language changes.
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The
foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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3.1
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Amended and Restated Bylaws of Conagra Brands, Inc.
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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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CONAGRA BRANDS, INC.
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By:
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/s/ Colleen Batcheler
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Name:
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Colleen Batcheler
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Date: May 23, 2017
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Exhibit Index
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Exhibit
Number
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Description
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3.1
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Amended and Restated Bylaws of Conagra Brands, Inc.
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