Conagra shareholders back blank-check stock proposal

The director-election tables recorded 92,362,465 broker non-votes for each of the 11 nominees.

Rhea-AI Filing Summary

Conagra Brands, Inc. (CAG) reported the results of its September 23, 2026 annual meeting: shareholders elected all 11 director nominees to serve through the 2027 annual meeting and until successors are elected and qualified. They also approved named executive officer compensation on a non-binding, advisory basis, with 146,934,886 votes for and 142,473,328 against.

Shareholders ratified KPMG LLP as independent auditor for fiscal 2027, with 374,109,142 votes for and 8,902,178 against. They approved a shareholder proposal requesting that the Board adopt a policy restricting “blank-check” preferred stock distributions; it received 178,684,044 votes for and 110,924,886 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director nominees elected: 11 nominees Say-on-Pay vote: 146,934,886 votes for; 142,473,328 votes against Preferred-stock policy proposal vote: 178,684,044 votes for; 110,924,886 votes against +1 more

4 metrics

Director nominees elected 11 nominees Terms run through the 2027 annual meeting and until successors are elected and qualified

Say-on-Pay vote 146,934,886 votes for; 142,473,328 votes against Non-binding, advisory vote on named executive officer compensation

Preferred-stock policy proposal vote 178,684,044 votes for; 110,924,886 votes against Proposal requesting a policy restricting “blank-check” preferred stock distributions

Independent auditor ratification vote 374,109,142 votes for; 8,902,178 votes against Ratification of KPMG LLP for fiscal 2027

Key Terms

Say-on-Pay, Broker Non-Votes, blank-check preferred stock

3 terms

Say-on-Pay regulatory

"commonly referred to as a “Say-on-Pay” vote"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

blank-check preferred stock financial

"policy restricting “blank-check” preferred stock distributions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did CAG shareholders approve the blank-check preferred stock proposal?

Yes. Shareholders approved a proposal requesting that the Board adopt a policy restricting “blank-check” preferred stock distributions; it received 178,684,044 votes for and 110,924,886 against.

What was CAG’s 2026 say-on-pay vote?

Shareholders approved named executive officer compensation on a non-binding, advisory basis, with 146,934,886 votes for and 142,473,328 against.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 09:19 AM Accepted by SEC EDGAR 09/28/2026 - 09:19 AM Learn about SEC filing dates

0000023217false00000232172026-09-232026-09-23

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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): September 23, 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)

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

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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:

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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 2027 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:

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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

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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, commonly referred to as a “Say-on-Pay” vote. The voting results were as follows:

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	​		​		​
For	​	Against	​	Abstain	​	Broker Non-Votes
146,934,886	​	142,473,328	​	2,540,018	​	92,362,465
	​		​		​
	​		​		​

​

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3. Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2027

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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:

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	​		​		​
For	​	Against	​	Abstain	​	​
374,109,142	​	8,902,178	​	1,299,377	​	​
	​		​		​	​
	​		​		​	​

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4. Shareholder Proposal to Limit Board Authority to Issue “Blank-Check” Preferred Stock

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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:

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	​		​		​
For	​	Against	​	Abstain	​	Broker Non-Votes
178,684,044	​	110,924,886	​	2,339,302	​	92,362,465
	​		​		​
	​		​		​

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

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Date: September 28, 2026

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 10.1 KB