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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
Date of Report (Date of earliest event reported): September 17, 2025
Conagra Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | |
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) |
(312) 549-5000
(Registrant’s telephone number, including area code)
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 Symbol(s) | | Name of each exchange 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. ☐
Explanatory Note
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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
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:
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 | 356,257,205 | 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 |
| | | | |
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. The voting results were as follows:
| | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes | |
321,898,549 | | 40,919,490 | | 1,374,667 | | 54,529,577 | |
3.Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2026
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:
| | | | | |
For | | Against | | Abstain | |
396,411,569 | | 21,145,769 | | 1,164,945 | |
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, 2025
