company’s competitive environment and related market conditions; risks related to Conagra Brands’ ability to respond to changing consumer preferences and the success of its innovation and marketing investments; risks related to the ultimate impact of any product recalls and litigation, including litigation related to the lead paint and pigment matters; risk associated with actions of governments and regulatory bodies that affect Conagra Brands’ businesses, including the ultimate impact of recently enacted U.S. tax legislation and related regulations or interpretations; risks related to the availability and prices of raw materials, including any negative effects caused by inflation or weather conditions; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges, related to the acquisition or otherwise; the costs, disruption, and diversion of management’s attention associated with campaigns commenced by activist investors or due to the integration of the acquisition; and other risks described in Conagra Brands’ reports filed from time to time with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on any forward-looking statements included in this communication, which speak only as of the date of this communication. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2018, the Board approved, effective as of January 4, 2019 (the “Effective Date”), an increase in the size of the Board from nine directors to ten directors and appointed Melissa Lora as a director of the Company to fill the newly-created vacancy and to serve until her successor is elected and qualified or until her earlier resignation or removal. Ms. Lora will serve as a member of the Audit / Finance Committee of the Board.
The Board has determined that Ms. Lora satisfies the definition of “independent director” under the listing standards of the New York Stock Exchange and the categorical independence standards contained in the Company’s Corporate Governance Principles.
Asa non-employee director, Ms. Lora will receive compensation in the same manner as the Company’sother non-employee directors. Ms. Lora will receive compensation for services during fiscal 2019 of (i) a cash retainer representing a prorated portion of the annual cash retainer providedto non-employee directors, and (ii) a prorated portion of the annual equity award providedto non-employee directors. Accordingly, on December 6, 2018, the Board approved restricted stock units (the “RSUs”) with a value equal to $62,500 to be granted to Ms. Lora on February 1, 2019 (the “Grant Date”), with the number of RSUs being determined by dividing $62,500 by the average of the closing stock price of the Company’s common stock on the New York Stock Exchange for the thirty (30) trading days prior to (and not including) the Grant Date, and rounding to the nearest share. In addition to the retainer and equity award, Ms. Lora is eligible to participate in theother non-employee director compensation arrangements described in the Company’s definitive proxy statement on Schedule 14A filed on August 9, 2018 with the Securities and Exchange Commission (the “SEC”).
On December 5, 2018, the Company adopted the Second Amendment (the “Second Amendment”) to the Company’s Voluntary Deferred Compensation Plan (the “Plan”). Except as described herein, the terms of the Plan are materially consistent with the terms of the Company’s Voluntary Deferred Compensation Plan filed as Exhibit 10.4.7 to the Company’s Form10-Q filed with the SEC on October 3, 2017 for the quarterly period ended August 27, 2017 and the First Amendment to the Company’s Voluntary Deferred Compensation Plan filed as Exhibit 10.4.8 to the Company’s Form10-Q filed with the SEC on January 4, 2018 for the quarterly period ended November 26, 2017. The key changes implemented by the Second Amendment are described below:
| • | | The Second Amendment allows for certain Pinnacle employees to participate in the Plan effective March 1, 2019. The Second Amendment permits the Company to provide matching contributions to those Pinnacle employees who make deferral contributions under the Plan on or after March 1, 2019. |
| • | | The Second Amendment removes the requirement that a Plan participant be employed with the Company by December 31 in order to receive a Company matching contribution for that given year. The Plan now provides that participants who made deferral contributions under the Plan that are not employed with the Company on December 31 of any given calendar year will receive apro-rated Company matching contribution for that calendar year. |