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, 2011
ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 1-7275 | | 47-0248710 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
One ConAgra Drive Omaha, Nebraska | | 68102 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code (402) 240-4000
Not Applicable
(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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The annual meeting of stockholders of ConAgra Foods, Inc. (the “Company”) was held on September 23, 2011 in Omaha, Nebraska. The matters voted on and the results of the vote were as follows:
| 1. | Our stockholders re-elected the following directors to each serve until the next annual meeting of stockholders or until a respective successor is elected and qualified. |
| | | | | | |
| Name: Mogens C. Bay | | | | | | |
| Number of Votes For: | | | 277,804,057 | | | |
| Number of Votes Withheld: | | | 4,732,719 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Stephen G. Butler | | | | | | |
| Number of Votes For: | | | 280,466,727 | | | |
| Number of Votes Withheld: | | | 2,070,049 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Steven F. Goldstone | | | | | | |
| Number of Votes For: | | | 273,709,600 | | | |
| Number of Votes Withheld: | | | 8,827,176 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Joie A. Gregor | | | | | | |
| Number of Votes For: | | | 274,173,890 | | | |
| Number of Votes Withheld: | | | 8,362,886 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Rajive Johri | | | | | | |
| Number of Votes For: | | | 280,282,076 | | | |
| Number of Votes Withheld: | | | 2,254,700 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: W.G. Jurgensen | | | | | | |
| Number of Votes For: | | | 274,330,016 | | | |
| Number of Votes Withheld: | | | 8,206,760 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Richard H. Lenny | | | | | | |
| Number of Votes For: | | | 280,458,736 | | | |
| Number of Votes Withheld: | | | 2,078,040 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Ruth Ann Marshall | | | | | | |
| Number of Votes For: | | | 274,324,540 | | | |
| Number of Votes Withheld: | | | 8,212,236 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Gary M. Rodkin | | | | | | |
| Number of Votes For: | | | 280,441,439 | | | |
| Number of Votes Withheld: | | | 2,095,337 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | | | | | |
| Name: Andrew J. Schindler | | | | | | |
| Number of Votes For: | | | 280,378,419 | | | |
| Number of Votes Withheld: | | | 2,158,357 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| | |
| Name: Kenneth E. Stinson | | | | | | |
| Number of Votes For: | | | 271,656,453 | | | |
| Number of Votes Withheld: | | | 10,880,323 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| 2. | Our stockholders ratified the appointment of KPMG LLP, an independent registered public accounting firm, as independent auditors for fiscal 2012. |
| | | | | | |
| Number of Votes For: | | | 345,421,678 | | | |
| Number of Votes Against: | | | 1,084,263 | | | |
| Abstain: | | | 840,514 | | | |
| 3. | Our stockholders approved, on an advisory basis, a resolution approving our named executive officer compensation. |
| | | | | | |
| Number of Votes For: | | | 245,452,613 | | | |
| Number of Votes Against: | | | 35,211,647 | | | |
| Abstain: | | | 1,872,516 | | | |
| Broker Non-Votes: | | | 64,809,679 | | | |
| 4. | The proposal to approve, on an advisory basis, the frequency for an advisory vote on the compensation of our named executive officers received the following votes: |
| | | | | | |
| One Year: | | | 239,307,882 | | | |
| Two Years: | | | 4,533,344 | | | |
| Three Years: | | | 37,042,925 | | | |
| Abstain: | | | 1,652,625 | | | |
In accordance with the stockholders’ recommendation, the Board of Directors has determined that an advisory vote on the compensation of the named executive officers of the Company will be conducted every year, until the next stockholder advisory vote on the frequency of the advisory vote on the compensation of the named executive officers of the Company.
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 FOODS, INC. |
| |
| By: | | /s/ Colleen Batcheler |
| | Name: | | Colleen Batcheler |
| | Title: | | Executive Vice President, General Counsel and Corporate Secretary |
Date: September 27, 2011
