UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 23, 2020, the Board of Directors (the “Board”) of Conagra Brands, Inc. (the “Company”) approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into by and between the Company and each of its executive officers and certain other officers (collectively, the “Senior Officers”). The Indemnification Agreement memorializes the indemnification provisions contained in the Company’s Amended and Restated Bylaws (the “Bylaws”) and requires the Company to indemnify each Senior Officer under the circumstances and to the extent provided for therein, to the fullest extent permitted by the General Corporation Law of the State of Delaware, including indemnification against expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the Senior Officer in any action or proceeding arising out of such person’s services as a Senior Officer.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 23, 2020, and effective as of such date, the Board also approved an amendment to the Bylaws to permit eligible stockholders to include stockholder-nominated director candidates in the Company’s proxy materials for its annual shareholder meetings (the “Proxy Access Bylaw”). The Proxy Access Bylaw provides that any stockholder, or group of up to 20 stockholders, that has owned at least 3% of the Company’s outstanding common stock continuously for at least the previous three years may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of (i) two directors and (ii) 20% of the number of the directors then serving on the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Proxy Access Bylaw.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Conagra Brands, Inc. | |
| 10.1 | Form of Senior Officer Indemnification Agreement | |
| 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. | ||||||
| Date: July 28, 2020 | By: | /s/ Colleen Batcheler | ||||
| Name: | Colleen Batcheler | |||||
| Title: | Executive Vice President, General | |||||
| Counsel and Corporate Secretary | ||||||