Current Report Filing (8-k)
May 19 2020 - 4:39PM
Edgar (US Regulatory)
CONAGRA BRANDS INC. false 0000023217 0000023217 2020-05-14 2020-05-14
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): May 14, 2020
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 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
(Registrant’s telephone number, including area code)
N/A
(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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $5.00 par value
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CAG
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 14, 2020, the Board of Directors of Conagra Brands, Inc. (the “Company”) approved a form of indemnification agreement to be entered into by the Company with each of its directors. The form of agreement memorializes the Company’s Amended and Restated Bylaws and requires the Company to indemnify each director 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 of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding arising out of the person’s services as a director.
The foregoing description of the form of indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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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 May 14, 2020, the Company adopted the Third Amendment (the “Third Amendment”) to the Company’s Voluntary Deferred Compensation Plan. The changes implemented by the Third Amendment amend the minimum deferral percentage and certain participant eligibility and distribution requirements.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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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 thereunto duly authorized.
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CONAGRA BRANDS, INC.
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Date: May 19, 2020
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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
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Counsel and Corporate Secretary
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