ConAgra Brands Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07, below, on September 18, 2024, at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Conagra Brands, Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the shareholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific
circumstances, as permitted by Delaware law, to remove obsolete provisions relating to the Company’s former staggered board and to address miscellaneous drafting inconsistencies.
The Amended and Restated Charter was filed with the Secretary of State of the State of Delaware on September 18, 2024 and was effective as of such date. The foregoing description of the Amended and Restated Charter is qualified in its entirety by the complete text of the Amended and Restated Charter, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference in its entirety into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 18, 2024, the Company held its Annual Meeting of Shareholders. The final voting results for the matters brought before that meeting are set forth below:
1.Election of Directors
The Company’s shareholders voted to elect the following eleven (11) nominees to serve as directors of the Company until their term expires at the Company’s 2025 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:
For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
Anil Arora | 356,931,009 | 16,542,190 | 574,527 | 49,066,884 | |||
Thomas “Tony” K. Brown | 364,181,712 | 9,293,632 | 572,382 | 49,066,884 | |||
Emanuel “Manny” Chirico | 369,400,918 | 3,959,179 | 687,629 | 49,066,884 | |||
Sean M. Connolly | 370,085,033 | 3,393,022 | 569,671 | 49,066,884 | |||
George Dowdie | 369,312,531 | 4,157,640 | 577,555 | 49,066,884 | |||
Francisco Fraga | 371,561,610 | 1,910,116 | 576,000 | 49,066,884 | |||
Fran Horowitz | 359,657,104 | 13,840,783 | 549,839 | 49,066,884 | |||
Richard H. Lenny | 341,582,881 | 31,895,109 | 569,736 | 49,066,884 | |||
Melissa Lora | 366,800,353 | 6,719,366 | 528,007 | 49,066,884 | |||
Ruth Ann Marshall | 340,388,261 | 33,096,112 | 563,353 | 49,066,884 | |||
Denise A. Paulonis | 369,375,487 | 4,131,480 | 540,759 | 49,066,884 |
2. Approval of an amendment to the Company’s Certificate of Incorporation to provide for officer exculpation
The Company’s shareholders voted to approve the amendment to the Company’s Certificate of Incorporation to provide for officer exculpation. The voting results were as follows:
For | Against | Abstain | Broker Non-Votes | |||
333,756,365 | 38,966,380 | 1,324,981 | 49,066,884 |
3.Advisory Vote to Approve Named Executive Officer Compensation
The Company’s shareholders did not approve, on a non-binding, advisory basis, the Company’s named executive officer compensation. The voting results were as follows:
For | Against | Abstain | Broker Non-Votes | |||
166,656,287 | 206,154,506 | 1,236,933 | 49,066,884 |
4.Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2025
The Company’s shareholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2025. The voting results were as follows:
For | Against | Abstain | ||
415,670,261 | 6,799,550 | 664,799 |
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit
NumberDescription
3.1 Amended and Restated Certificate of Incorporation of Conagra Brands, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: September 23, 2024