Current Report Filing (8-k)
November 15 2016 - 05:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 9, 2016
CONAGRA BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-7275
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47-0248710
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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222 W. Merchandise Mart Plaza,
Suite 1300
Chicago,
Illinois
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60654
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(Address of principal executive offices)
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(Zip Code)
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(312) 549-5000
(Registrants telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously reported, on
November 9, 2016, Conagra Brands, Inc. (formerly known as ConAgra Foods, Inc., the
Company
) completed the previously announced spinoff (the
Spinoff
) of Lamb Weston Holdings, Inc.
(
Lamb Weston
) through a distribution of 100% of the Companys interest in Lamb Weston (approximately 146.0 million shares of common stock) to holders of outstanding shares of the Companys common stock as of
5:00 p.m., New York City time, on November 1, 2016 (the
Record Date
). Lamb Westons business consists of those activities that previously comprised the Companys frozen potato products business. Lamb
Weston is now an independent public company, and its shares of common stock trade under the symbol LW on the New York Stock Exchange.
Pursuant to a Separation and Distribution Agreement, dated as of November 8, 2016 (the
Separation and Distribution
Agreement
), between the Company and Lamb Weston, the distribution of the Lamb Weston common stock occurred by way of a pro rata dividend to the Companys stockholders. Each holder of outstanding shares of the Companys common
stock received one share of Lamb Weston common stock for every three shares of Company common stock held as of the Record Date and cash in lieu of any fractional shares of Lamb Weston common stock.
The Registration Statement on Form 10 (File No. 001-37830) (the
Registration Statement
) relating to the
Spinoff and filed by Lamb Weston with the Securities and Exchange Commission (the
SEC
) was declared effective on October 21, 2016.
A summary of certain terms of the Separation and Distribution Agreement can be found in the section entitled Relationship with ConAgra
After the Spinoff in the Information Statement, filed as Exhibit 99.1 to the Registration Statement, and is incorporated herein by reference. Such summary is qualified in its entirety by reference to the full text of the Separation and
Distribution Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 11, 2016 (the
Effective Date
), the Board of Directors (the
Board
) appointed Craig Omtvedt as a director of the Company, effective as of the Effective Date, to serve until his successor is elected and qualified or until his earlier resignation or removal.
Mr. Omtvedt is expected to serve as a member of the Audit / Finance Committee, and the Board determined that he qualifies as an audit committee financial expert.
The Board also provided that the size of the Board will be ten directors,
effective as of the Effective Date.
The Board has determined that, as of the Effective Date, Mr. Omtvedt satisfies the
definition of independent director under the listing standards of the New York Stock Exchange and the categorical independence standards contained in the Companys Corporate Governance Principles.
As a non-employee director, Mr. Omtvedt will receive compensation in the same manner as the Companys other non-employee directors.
Mr. Omtvedt will receive compensation for services during fiscal 2017 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 November 11, 2016, the Board approved restricted stock units (the
RSUs
) with a value equal to $70,000 to be granted to Mr. Omtvedt on
December 30, 2016 (the
Grant Date
), with the number of RSUs being determined by dividing $70,000 by the average of the closing stock price of the Companys 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, Mr. Omtvedt is eligible to participate in the other non-employee director compensation
arrangements described in the Companys definitive proxy statement on Schedule 14A filed on August 8, 2016 with the SEC.
Item 9.01
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Financial Statements and Exhibits.
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(b) Pro forma financial information.
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The unaudited pro forma consolidated balance sheet of the Company as of August 28, 2016 and
the unaudited pro forma consolidated statements of income of the Company for the thirteen weeks ended August 28, 2016 and for the fiscal years ended May 29, 2016, May 31, 2015 and May 25, 2014, in each case giving pro forma
effect to the Spinoff, are included as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
(d) Exhibits.
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Exhibit
Number
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Description
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2.1*
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Separation and Distribution Agreement, dated as of November 8, 2016, by and between ConAgra Foods, Inc. and the Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.1 of Conagra Brands, Inc.s Current
Report on Form 8-K filed on November 10, 2016 (File No. 001-07275).
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99.1
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Unaudited Pro Forma Consolidated Financial Information of Conagra Brands, Inc.
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*
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Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the SEC a copy of any such omitted exhibits and schedules upon request.
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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.
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CONAGRA BRANDS, INC.
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By:
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/s/ Colleen Batcheler
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Name:
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Colleen Batcheler
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Date: November 15, 2016
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EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1*
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Separation and Distribution Agreement, dated as of November 8, 2016, by and between ConAgra Foods, Inc. and the Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.1 of Conagra Brands, Inc.s Current
Report on Form 8-K filed on November 10, 2016 (File No. 001-07275).
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99.1
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Unaudited Pro Forma Consolidated Financial Information of Conagra Brands, Inc.
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*
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Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the SEC a copy of any such omitted exhibits and schedules upon request.
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