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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2021, the Board of Directors (the “Board”) of Conagra Brands, Inc. (the “Company”) approved, effective as of August 2, 2021, an increase in the size of the Board from eleven directors to twelve directors and appointed Fran Horowitz as a director of the Company to fill the newly-created vacancy and to serve until her successor is elected and qualified or until her earlier resignation or removal. Ms. Horowitz will also serve as a member of the Audit / Finance Committee of the Board.
The Board has determined that Ms. Horowitz satisfies the definition of “independent director” under the listing standards of the New York Stock Exchange (the “NYSE”), and the categorical independence standards contained in the Company’s Corporate Governance Principles.
As a non-employee director, Ms. Horowitz will receive compensation in the same manner as the Company’s other non-employee directors. She will receive compensation for services during fiscal 2022 of (i) a cash retainer representing a prorated portion of the annual cash retainer provided to non-employee directors, and (ii) a prorated portion of the annual equity award provided to non-employee directors. Accordingly, on July 23, 2021, the Board approved restricted stock units (the “RSUs”) with a value equal to $137,500 to be granted to Ms. Horowitz on September 1, 2021 (the “Grant Date”), with the number of RSUs being determined by dividing $137,500 by the average of the closing stock price of the Company’s common stock on the NYSE for the thirty (30) trading days prior to (and not including) the Grant Date, and rounding to the nearest share. In addition to the retainer and equity award, Ms. Horowitz is eligible to participate in the other non-employee director compensation arrangements described in the Company’s definitive proxy statement on Schedule 14A filed on August 13, 2020 with the SEC.
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/ Colleen Batcheler | |||
| Name: | Colleen Batcheler | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Date: July 26, 2021
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