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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Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2022, the Board of Directors (the “Board”) of Conagra Brands, Inc. (the “Company”) approved, effective as of August 1, 2022, an increase in the size of the Board from 12 directors to 13 directors and appointed Denise Paulonis 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. Paulonis will also serve as a member of the Audit & Finance Committee of the Board.
The Board has determined that Ms. Paulonis satisfies the definition of an “independent director” under the listing standards of the New York Stock Exchange (the “NYSE”), and the categorical independence standards contained in the Company’s Corporate Governance Principles, and has been designated as an “audit committee financial expert” as defined by the applicable regulations of the SEC. Ms. Paulonis was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no transactions between the Company and Ms. Paulonis that would require disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Paulonis will receive compensation in the same manner as the Company’s other non-employee directors. She will receive compensation for services during fiscal 2023 of (i) a cash retainer representing a prorated portion of the annual cash retainer provided to non-employee directors, and (ii) a prorated portion of the annual equity award provided to non-employee directors. Accordingly, on July 21, 2022, the Board approved restricted stock units (the “RSUs”) with a value equal to $137,500 to be granted to Ms. Paulonis on September 1, 2022 (the “Grant Date”), with the number of RSUs being determined by dividing $137,500 by the average of the closing stock price of the Company’s common stock on the NYSE 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. Paulonis is eligible to participate in the other non-employee director compensation arrangements described in the Company’s definitive proxy statement on Schedule 14A filed on August 6, 2021 with the SEC.
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/ Carey Bartell | |||
| Name: | Carey Bartell | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Date: July 25, 2022
- 3 -
Document and Entity Information |
Jul. 21, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CONAGRA BRANDS INC. |
| Amendment Flag | false |
| Entity Central Index Key | 0000023217 |
| Document Type | 8-K |
| Document Period End Date | Jul. 21, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-7275 |
| Entity Tax Identification Number | 47-0248710 |
| Entity Address, Address Line One | 222 Merchandise Mart Plaza |
| Entity Address, Address Line Two | Suite 1300 |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60654 |
| City Area Code | (312) |
| Local Phone Number | 549-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $5.00 par value |
| Trading Symbol | CAG |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |