Bylaw Amendment · Shareholder Vote

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): September 21, 2022     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)   (IRS Employer Identification No.)   222 Merchandise Mart Plaza , Suite 1300 Chicago , Illinois   60654 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (312) 549-5000 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07, below, on September 21, 2022, at the 2022 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 the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow shareholders to act by written consent. The Certificate of Amendment to the Charter was filed with the Secretary of State of the State of Delaware on September 22, 2022 and was effective as of such date. Also on September 22, 2022, the Board approved the restatement of the existing Charter to reflect the amendments thereto (the “Restated Charter”), and the Restated Charter was filed with the Secretary of State of the State of Delaware on September 23, 2022. Conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to effect changes necessary to allow shareholder action by written consent and to make other changes to conform to the Charter, having been duly approved by the Board, became effective on September 22, 2022. The foregoing descriptions of the amendments to the Charter and the Bylaws are qualified in their entirety by the complete texts of the Restated Charter and the Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference in their entirety into this Item 5.03.   Item 5.07 Submission of Matters to a Vote of Security Holders. On September 21, 2022, the Company held the Annual Meeting. The final voting results for the matters brought before the Annual Meeting are set forth below.   1. Election of Directors The Company’s shareholders elected the following nominees to the Board for a one-year term. For each nominee, the voting results were as follows:   Director    For      Against      Abstain      Broker Non-Votes   Anil Arora      365,921,953        4,778,382        941,717        51,798,116   Thomas K. Brown      364,524,213        6,180,511        937,328        51,798,116   Emanuel Chirico      368,064,716        2,634,714        942,622        51,798,116   Sean M. Connolly      367,246,246        3,539,079        856,727        51,798,116   George Dowdie      368,999,791        1,694,294        947,967        51,798,116   Fran Horowitz      366,285,354        4,470,307        886,391        51,798,116   Richard H. Lenny      355,388,857        15,308,244        944,951        51,798,116   Melissa Lora      368,020,810        2,744,843        876,399        51,798,116   Ruth Ann Marshall      334,459,317        36,293,268        889,467        51,798,116   Denise A. Paulonis      368,806,249        1,933,603        902,200        51,798,116     2. Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2023 The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2023. The voting results were as follows:   For   Against   Abstain 416,954,775   5,499,582   985,811   3. Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation. The voting results were as follows:   For   Against   Abstain   Broker Non-Votes 347,272,999   22,702,626   1,666,427   51,798,116 4. Approval of an Amendment to the Charter to Allow Shareholders to Act By Written Consent The Company’s shareholders approved an amendment to the Charter to allow shareholder to act by written consent. The voting results were as follows:   For   Against   Abstain   Broker Non-Votes 358,258,426   12,146,903   1,236,723   51,798,116   5. Shareholder Proposal Requesting that the Board Adopt a Policy to Separate the Office of the Chair and the Office of the Chief Executive Officer The Company’s shareholders [did not approve][approved] a non-binding shareholder proposal requesting that the Board adopt a policy to separate the officer of the Chair and the office of the Chief Executive Officer. The voting results were as follows:   For   Against   Abstain   Broker Non-Votes 137,917,360   231,451,493   2,273,199   51,798,116   Item 9.01 Financial Statements and Exhibits.   Exhibit No.    Description 3.1    Restated Certificate of Incorporation of Conagra Brands, Inc., dated September 23, 2022 3.2    Amended and Restated Bylaws of Conagra Brands, Inc., dated September 22, 2022 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)] 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 L. Bartell Name:   Carey L. Bartell Title:   Executive Vice President, General Counsel and Corporate Secretary Date: September 26, 2022