CAG ConAgra Brands Inc

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

On December 7, 2016 (the "Effective Date"), the Board of Directors (the "Board") of Conagra Brands, Inc. (the "Company") approved an increase in the size of the Board from ten directors to eleven directors and appointed Thomas W. Dickson as a director of the Company, effective as of the Effective Date, to fill the newly-created vacancy and to serve until his successor is elected and qualified or until his earlier resignation or removal. The Board appointed Mr. Dickson in accordance with the terms of the Amended and Restated Cooperation Agreement, dated as of May 27, 2016, between the Company and JANA Partners LLC, which was filed by the Company as an exhibit to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 31, 2016. Mr. Dickson will serve as a member of the Nominating, Governance and Public Affairs Committee.

The Board has determined that, as of the Effective Date, Mr. Dickson satisfies the definition of "independent director" under the listing standards of the New York Stock Exchange and the categorical independence standards contained in the Company’s Corporate Governance Principles.

As a non-employee director, Mr. Dickson will receive compensation in the same manner as the Company’s other non-employee directors. Mr. Dickson 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 December 7, 2016, the Board approved restricted stock units (the "RSUs") with a value equal to $70,000 to be granted to Mr. Dickson 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 Company’s 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. Dickson 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 8, 2016 with the SEC.