8-K
CONAGRA BRANDS INC. (CAG)
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): April 12, 2022
Conagra Brands, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7275 | 47-0248710 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 222 W. Merchandise Mart Plaza, Suite 1300<br> <br>Chicago, Illinois | 60654 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 549-5000
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $5.00 par value | CAG | New York Stock Exchange |
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 April 12, 2022, Scott Ostfeld provided Conagra Brands, Inc. (the “Company”) notice of his decision to resign from the Board of Directors (the “Board”) of the Company, effective April 12, 2022. Mr. Ostfeld’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On April 12, 2022, the Board approved a reduction in the size of the Board from thirteen directors to twelve directors, effective on such date, following the effective time of Mr. Ostfeld’s resignation.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit<br> No. | Description |
| --- | --- |
| 99.1 | Press release issued April 12, 2022 |
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/ Colleen Batcheler |
| Name: Colleen Batcheler | |
| Title: Executive Vice President, General Counsel<br> <br>and Corporate Secretary |
Date: April 12, 2022
EX-99.1
Exhibit 99.1
| News Release<br> <br><br><br><br>For more information, please contact:<br> <br><br><br><br>MEDIA: Mike Cummins<br><br><br>312-549-5257<br><br><br>Michael.cummins@conagra.com<br> <br><br><br><br>INVESTORS: Bayle Ellis<br><br><br>312-549-5958<br><br><br>IR@conagra.com |
|---|
Conagra Brands Announces Board of Directors Change
CHICAGO, April 12, 2022 – Conagra Brands, Inc. (NYSE: CAG) today announced the departure of independent director Scott Ostfeld from its board of directors. Mr. Ostfeld, a partner of JANA Partners LLC and member of the board since February 2019, has stepped down to assume a board seat at another company in the packaged food industry. JANA continues to hold a significant investment in Conagra Brands.
“We thank Scott for his highly constructive service to the board,” said Rick Lenny, non-executive chair of the Conagra Brands board. “His talent and expertise have made a significant contribution to the success of our company and its potential for the future.”
Sean Connolly, chief executive officer of Conagra Brands, said, “Scott has been a great partner in helping create value for our shareholders. The company has benefited from his valuable perspective as a shareholder, and his deep understanding of our industry and business.”
“Having been an investor in Conagra Brands for over seven years and a director for over three, I am proud of the work Sean, Rick and the rest of the board and management team have done to reposition the company and put it on the path to delivering long-term value for shareholders,” Ostfeld said. “I am confident that with their leadership and guidance, together with the outstanding work of all of the company’s employees, Conagra can continue to build on the success of its proven brand-building and innovation playbook.”
Mr. Ostfeld’s departure from the board is effective as of April 12, 2022. With his departure, the board will be reduced from 13 members to 12.
About Conagra Brands
Conagra Brands, Inc. (NYSE: CAG), headquartered in Chicago, is one of North America’s leading branded food companies. Guided by an entrepreneurial spirit, Conagra Brands combines a rich heritage of making great food with a sharpened focus on innovation. The company’s portfolio is evolving to satisfy people’s changing food preferences. Conagra’s iconic brands, such as Birds Eye^®^, Marie Callender’s^®^, Banquet^®^, Healthy Choice^®^, Slim Jim^®^, Reddi-wip^®^, and Vlasic^®^, as well as emerging brands, including Angie’s^®^ BOOMCHICKAPOP^®^, Duke’s^®^, Earth Balance^®^, Gardein^®^, and Frontera^®^, offer choices for every occasion. For more information, visit www.conagrabrands.com.