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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 5, 2026
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. ☐
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 5, 2026, the Board of Directors of Conagra Brands, Inc. (the “Company”) approved Amended and Restated Bylaws of Conagra Brands, Inc. (“Amended and Restated Bylaws”), effective on such date. Among other changes, the Amended and Restated Bylaws modify the Bylaws that had been effect since May 15, 2024 to specifically allow for virtual stockholder meetings in accordance with Delaware law, delete certain outdated provisions, update a provision related to timing of special meetings of stockholders, and increase consistency across various provisions related to share ownership criteria, information to be provided by stockholders in connection with a notice of stockholder business at an annual meeting of stockholders and the nomination by a stockholder of a nominee to the Company's Board of Directors, and determinations as to matters properly brought before a meeting of stockholders. The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
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Exhibit No. | | Description | |
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3.1 | | Amended and Restated Bylaws of Conagra Brands, Inc., dated May 5, 2026 | |
| | | |
104 | | Cover 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: May 7, 2026
