Conagra Brands (NYSE: CAG) confirms shareholder approval of executive pay and KPMG ratification

Rhea-AI Filing Summary

Conagra Brands, Inc. filed an amended current report to correct the description of the voting outcome on its advisory proposal regarding named executive officer compensation. The amendment confirms that shareholders approved, on a non-binding, advisory basis, the company’s executive pay program.

At the September 17, 2025 Annual Meeting of Shareholders, investors elected eleven director nominees, with each receiving a substantial majority of votes cast. Shareholders also approved the advisory vote on executive compensation with 321,898,549 votes for, 40,919,490 against, and 1,374,667 abstentions, and ratified the appointment of KPMG LLP as independent auditor for fiscal 2026 with 396,411,569 votes for, 21,145,769 against, and 1,164,945 abstentions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): September 17, 2025

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-7275	47-0248710
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
222 W. Merchandise Mart Plaza,
Suite 1300
Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

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(312) 549-5000

(Registrant’s telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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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)
☐	​	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5.00 par value		CAG		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).

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Emerging growth company ☐

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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. ☐

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Explanatory Note

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This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by Conagra Brands, Inc. on September 22, 2025 (the “Original Form 8-K”) solely for the purpose of correcting the description of the voting outcome for

proposal 2. The Company’s shareholders approved, on a non-binding, advisory basis, the Company’s named executive officer compensation. No other changes are being made to the Original Form 8-K.

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Item 5.07    Submission of Matters to a Vote of Security Holders.

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On September 17, 2025, the Company held its Annual Meeting of Shareholders. The final voting results for the matters brought before that meeting are set forth below:

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1.Election of Directors

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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:

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​		For	Against	Abstain	Broker Non-Votes
Anil Arora		356,257,205	6,356,244	1,579,257	54,529,577
Thomas “Tony” K. Brown		348,036,394	14,628,303	1,528,009	54,529,577
Emanuel “Manny” Chirico		360,494,500	2,878,589	819,617	54,529,577
Sean M. Connolly		358,969,654	4,437,489	785,563	54,529,577
George Dowdie		360,544,572	2,350,970	1,297,164	54,529,577
Francisco J. Fraga		361,169,036	2,204,821	818,849	54,529,577
Richard H. Lenny		334,786,237	28,637,556	768,913	54,529,577
Melissa Lora		352,960,403	10,494,256	738,047	54,529,577
Ruth Ann Marshall		339,764,276	22,916,591	1,511,839	54,529,577
Denise Paulonis		355,952,351	6,973,923	1,266,432	54,529,577
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2.Advisory Vote to Approve Named Executive Officer Compensation

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The Company’s shareholders approved, on a non-binding, advisory basis, the Company’s named executive officer compensation. The voting results were as follows:

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For	​	Against	​	Abstain	​	Broker Non-Votes	​
321,898,549	​	40,919,490	​	1,374,667	​	54,529,577	​

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3.Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2026

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The Company’s shareholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2026. The voting results were as follows:

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For	​	Against	​	Abstain	​
396,411,569	​	21,145,769	​	1,164,945	​

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SIGNATURES

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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:	/s/ Carey Bartell
​	Name:	Carey Bartell
​	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Date: September 23, 2025

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FAQ

What did Conagra Brands (CAG) change in this amended 8-K/A?

The amendment corrects the description of the voting outcome for proposal 2 and confirms that shareholders approved, on a non-binding, advisory basis, the company’s named executive officer compensation. No other changes were made to the original report.

Did Conagra Brands (CAG) shareholders approve executive compensation at the 2025 annual meeting?

Yes. Shareholders approved the named executive officer compensation on a non-binding, advisory basis with 321,898,549 votes for, 40,919,490 against, 1,374,667 abstentions, and 54,529,577 broker non-votes.

Which directors were elected at Conagra Brands’ September 17, 2025 annual meeting?

Shareholders elected eleven nominees, including Anil Arora, Thomas “Tony” K. Brown, Emanuel “Manny” Chirico, Sean M. Connolly, George Dowdie, Francisco J. Fraga, Richard H. Lenny, Melissa Lora, Ruth Ann Marshall, and Denise Paulonis, each to serve until the 2025 Annual Meeting of Shareholders and until their successors are elected and qualified.

How did Conagra Brands (CAG) shareholders vote on the ratification of KPMG LLP as auditor?

Shareholders ratified the appointment of KPMG LLP as Conagra Brands’ independent auditor for fiscal 2026, with 396,411,569 votes for, 21,145,769 against, and 1,164,945 abstentions.

Was the vote on Conagra Brands’ executive compensation binding on the company?

No. The vote on named executive officer compensation was non-binding and advisory, meaning it expresses shareholder views but does not by itself change compensation arrangements.

Did the Conagra Brands (CAG) amended report change any other voting results?

No. The amendment states that it was filed solely to correct the description of the voting outcome for proposal 2, and that no other changes were made to the original report or the disclosed voting results.