CAG 8-K
Conagra Brands Inc. (CAG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 5.07 Submission of Matters to a Vote of Security Holders.
On September 23, 2026, Conagra Brands, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). 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 2027 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:
Name | For | Against | Abstain | Broker Non-Votes | ||||
Anil Arora | 280,919,021 | 9,792,536 | 1,236,675 | 92,362,465 | ||||
John P. Brase | 287,111,779 | 3,576,016 | 1,260,437 | 92,362,465 | ||||
Thomas “Tony” K. Brown | 280,859,270 | 9,828,139 | 1,260,823 | 92,362,465 | ||||
George Dowdie | 286,169,485 | 4,503,377 | 1,275,370 | 92,362,465 | ||||
Francisco J. Fraga | 286,912,229 | 3,776,743 | 1,259,260 | 92,362,465 | ||||
Richard H. Lenny | 274,969,095 | 15,712,325 | 1,266,812 | 92,362,465 | ||||
Melissa Lora | 276,865,819 | 13,853,923 | 1,228,490 | 92,362,465 | ||||
Ruth Ann Marshall | 270,590,628 | 20,106,283 | 1,251,321 | 92,362,465 | ||||
John J. Mulligan | 284,953,931 | 5,749,131 | 1,245,170 | 92,362,465 | ||||
Denise A. Paulonis | 284,851,751 | 5,922,426 | 1,174,055 | 92,362,465 | ||||
Pietro Satriano | 287,447,181 | 3,222,628 | 1,278,423 | 92,362,465 |
| 2. | Advisory Vote to Approve Named Executive Officer Compensation |
The Company’s shareholders approved, on a non-binding, advisory basis, the Company’s named executive officer compensation, commonly referred to as a “Say-on-Pay” vote. The voting results were as follows:
For | Against | Abstain | Broker Non-Votes | |||
146,934,886 | 142,473,328 | 2,540,018 | 92,362,465 | |||
| 3. | Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2027 |
The Company’s shareholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2027. The voting results were as follows:
For | Against | Abstain | ||||
374,109,142 | 8,902,178 | 1,299,377 | ||||
| 4. | Shareholder Proposal to Limit Board Authority to Issue “Blank-Check” Preferred Stock |
The Company’s shareholders voted to approve the shareholder proposal requesting that the Board adopt a policy restricting “blank-check” preferred stock distributions. The voting results were as follows:
For | Against | Abstain | Broker Non-Votes | |||
178,684,044 | 110,924,886 | 2,339,302 | 92,362,465 | |||
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 28, 2026