Current Report Filing (8-k)
January 28 2019 - 7:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 24, 2019
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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(IRS Employer
Identification No.)
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222 Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654
(Address of principal executive offices) (Zip Code)
(312)
549-5000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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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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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2019, the Board of Directors (the
Board
) of Conagra Brands, Inc. (the
Company
) approved, effective as of February 16, 2019, an increase in the size of the Board from ten directors to eleven directors and appointed Scott
Ostfeld as a director of the Company to fill the newly-created vacancy and to serve until his successor is elected and qualified or until his earlier resignation or removal. Mr. Ostfeld will also serve as a member of the Human Resources
Committee of the Board.
The Board has determined that Mr. Ostfeld 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. Ostfeld will receive compensation in the same manner as the Companys other
non-employee
directors. Mr. Ostfeld will receive
compensation for services during fiscal 2019 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 January 24, 2019, the Board approved restricted stock units (the
RSUs
) with a value equal to $50,000 to be
granted to Mr. Ostfeld on March 1, 2019 (the
Grant Date
), with the number of RSUs being determined by dividing $50,000 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. Ostfeld 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 9, 2018 with the Securities and Exchange Commission. With the approval
of the Board, Mr. Ostfeld has assigned his compensation for Board services to JANA Partners LLC.
SIGNATURE
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: January 28, 2019
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