UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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 19, 2019
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 19, 2019, Conagra Brands, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (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 all eleven director nominees to the Board of Directors for aone-year term. For each director nominee, the voting results were as follows:
Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Anil Arora | 381,759,225 | 1,138,947 | 952,577 | 58,352,130 | ||||||||||||
Thomas K. Brown | 381,324,230 | 1,589,249 | 937,270 | 58,352,130 | ||||||||||||
Stephen G. Butler | 372,934,970 | 10,371,118 | 544,661 | 58,352,130 | ||||||||||||
Sean M. Connolly | 381,078,639 | 1,748,464 | 1,023,646 | 58,352,130 | ||||||||||||
Joie A. Gregor | 380,093,916 | 3,168,746 | 588,087 | 58,352,130 | ||||||||||||
Rajive Johri | 379,451,226 | 3,377,380 | 1,022,143 | 58,352,130 | ||||||||||||
Richard H. Lenny | 379,592,378 | 3,314,620 | 943,751 | 58,352,130 | ||||||||||||
Melissa Lora | 382,022,134 | 926,224 | 902,391 | 58,352,130 | ||||||||||||
Ruth Ann Marshall | 376,426,810 | 6,451,545 | 972,394 | 58,352,130 | ||||||||||||
Craig P. Omtvedt | 381,949,965 | 950,732 | 950,452 | 58,352,130 | ||||||||||||
Scott Ostfeld | 381,392,191 | 1,496,569 | 961,989 | 58,352,130 |
2.Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2020
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 2020. The voting results were as follows:
For | Against | Abstain | ||
436,290,978 | 5,342,205 | 569,696 |
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 | BrokerNon-Votes | |||
351,693,664 | 30,298,009 | 1,859,076 | 58,352,130 |
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/ Colleen Batcheler | |
Name: | Colleen Batcheler | |
Title: | Executive Vice President, General Counsel and Corporate Secretary |
Date: September 23, 2019