8-K

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) August 10, 2014

ConAgra Foods, 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.)

On ConAgra Drive Omaha, NE	68102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (402) 240-4000

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ConAgra Foods, Inc. (the “Company”) announced today that Gary M. Rodkin, President and Chief Executive Officer of the Company, informed the Company’s Board of Directors (the “Board”) on August 10, 2014 of his intention to retire at the end of the Company’s Fiscal 2015, which ends May 2015, or following the on-boarding of his successor, if earlier. Mr. Rodkin will continue to serve as President and Chief Executive Officer of the Company and as a member of the Board until that time. On August 11, 2014, the Company issued a press release regarding Mr. Rodkin’s intention to retire, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1    Press Release issued August 11, 2014

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.
Date: August 11, 2014
	By:	/s/ Colleen Batcheler
	Name:	Colleen Batcheler
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1    Press Release issued August 11, 2014

EX-99.1

Exhibit 99.1

                  News Release

For more information, contact:
Teresa Paulsen	MEDIA
Vice President,
Communication & External Relations
ConAgra Foods, Inc. tel: 402-240-5210
Teresa.paulsen@conagrafoods.com
Chris Klinefelter	ANALYSTS
Vice President, Investor Relations
ConAgra Foods, Inc. tel: 402-240-4154 chris.klinefelter@conagrafoods.com www.conagrafoods.com

FOR IMMEDIATE RELEASE

GARY RODKIN, CONAGRA FOODS CEO, ANNOUNCES INTENT TO RETIRE

OMAHA, Neb., Aug. 11, 2014 — ConAgra Foods, Inc. (NYSE: CAG), announced today that Gary M. Rodkin, chief executive officer, has informed the ConAgra Foods Board of Directors of his intention to retire at the end of the company’s fiscal year, May 2015.

The Board of Directors has established a search committee, led by independent director Richard Lenny, to identify Rodkin’s successor. Lenny is the former chairman and chief executive officer of The Hershey Co. and has served on the ConAgra Foods board since 2009.

Steven Goldstone, chairman of ConAgra Foods, said, “ConAgra Foods is making good progress on its priorities, and we are confident in the company’s ability to deliver on its fiscal year EPS commitments. The Board is extremely appreciative of Gary’s leadership, vision and accomplishments over his almost nine years as CEO of ConAgra Foods. Under his stewardship, ConAgra Foods has transformed from a holding company into one unified company, with a well-balanced portfolio of Consumer, Commercial and Private Brand businesses, and strong operating capabilities. To achieve this transformation, Gary made necessary and bold moves with the company’s portfolio and drove significant cultural change throughout the business. We thank him for his hard work and commitment to ConAgra Foods and its 34,000 employees. We also appreciate the early notification Gary provided, so that we can begin the search and put the right successor in place over the course of this fiscal year. We look forward to Gary’s participation in the succession process.”

CONAGRA FOODS

page 2

Rodkin said, “It is a great privilege to lead ConAgra Foods, and while I look forward to retirement, I will miss working alongside so many smart and talented people who I’ve watched grow tremendously in my nine years here. I’m pleased we are beginning my last fiscal year at ConAgra Foods by making good progress, and I have deep conviction that we are on the right path to deliver sustainable, profitable growth due to our significantly improved operational capabilities and our differentiated portfolio that is right for today’s value-oriented consumers. I will continue to lead our team with focus and enthusiasm until my successor is on board, and I look forward to helping with the transition process.”

Rodkin, 62, joined ConAgra Foods in October 2005. Prior to joining ConAgra Foods, he was chairman and chief executive officer of PepsiCo^® Beverages and Foods North America, where he led a $10 billion organization that included leading brands such as Pepsi^®, Gatorade^®, Quaker Foods^® and Tropicana^®. He joined PepsiCo in 1998 after it acquired Tropicana, where he had served as president since 1995. From 1979 to 1995, he held marketing and general management positions of increasing responsibility at General Mills^®, with his last three years at the company as president of the Yoplait^® yogurt division.

Rodkin graduated Phi Beta Kappa with a bachelor’s degree in economics from Rutgers College and an M.B.A. from Harvard Business School, where he was recently named a Fellow of Executive Education. He serves on the board of overseers for Rutgers College, the board of directors for Grocery Manufacturers Association where he is also past chairman, the board of directors for Food Marketing Institute, and the board of directors of Avon^® Products. Gary is also Chairman of Boys Town^®, a member of the Strategic Air Command Consultation Committee, and the Omaha Chamber of Commerce.

About ConAgra Foods

ConAgra Foods, Inc. (NYSE: CAG) is one of North America’s largest packaged food companies with branded and private branded food found in 99 percent of America’s households, as well as a strong commercial foods business serving restaurants and foodservice operations globally. Consumers can find recognized brands such as Banquet^®, Chef

CONAGRA FOODS

page 3

Boyardee^®, Egg Beaters^®, Healthy Choice^®, Hebrew National^®, Hunt’s^®, Marie Callender’s^®, Orville Redenbacher’s^®, PAM^®, Peter Pan^®, Reddi-wip^®, Slim Jim^®, Snack Pack^® and many other ConAgra Foods brands, along with food sold by ConAgra Foods under private brand labels, in grocery, convenience, mass merchandise, club and drug stores. Additionally, ConAgra Foods supplies frozen potato and sweet potato products as well as other vegetable, seasoning blends, flavors, and bakery products to commercial and foodservice customers. ConAgra Foods operates ReadySetEat.com, an interactive recipe website that provides consumers with easy dinner recipes and more. For more information, please visit us at www.conagrafoods.com.