Current Report Filing (8-k)

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	For		Against		Abstain		Broker Non- Votes
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

2.	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

3.	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.