--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-23-026333" form_type: "8-K" ticker: "CAG" cik: "0000023217" company_name: "CONAGRA BRANDS INC." filed_at: "2023-09-19T23:59:59+00:00" generated_at: "2026-06-10T14:05:05.303743+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Conagra shareholders approve 2023 Stock Plan (17.4M shares) and pass special-meeting proposal ## Summary - Shareholders approved 2023 Stock Plan authorizing 17.4M new shares plus recycled shares from prior plan. - Non-binding shareholder proposal to allow special meetings passed with ~78% of votes cast. - Advisory vote on executive compensation received 30% against, but passed; 1-year frequency also approved. - All 11 director nominees elected; Ruth Ann Marshall and Richard Lenny each had >9% against votes. - Bylaws amended to issue shares only in uncertificated form, effective Sept 14, 2023. ## SEC filing metadata - accession: 0001437749-23-026333 - form_type: 8-K - ticker: CAG - cik: 0000023217 - company_name: CONAGRA BRANDS INC. - filed_at: 2023-09-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/cag20230918_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-026333 - JSON: https://secwatch.observer/filing/0001437749-23-026333.json - Plain text: https://secwatch.observer/filing/0001437749-23-026333.txt ## Key facts - Governance Changes CONAGRA BRANDS INC.: Board approved amendments to Bylaws to provide that Company shares will be issued solely in uncertificated form effective September 14, 2023 (effective 2023-09-14). - Change: bylaw amendment - Effective: 2023-09-14 source text: On September 14, 2023, the Board approved amendments to the Amended and Restated Bylaws of Conagra Brands, Inc. (the "Bylaws"), effective on such date. The amendments to the Bylaws provide that, beginning on September 14, 2023, Company shares will be issued solely in uncertificated form; provided that Company shares represented by a certificate issued prior to September 14, 2023 will remain in certificated form until such certificate is surrendered to the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - Shareholder Votes CONAGRA BRANDS INC. shareholders approved Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation at the 2023-09-14 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-09-14 source text: 2. Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation The Company’s shareholders voted to approve, on a non-binding, advisory basis, a frequency of “1 Year” for future advisory votes to approve named executive officer compensation. The voting results were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 366,671,766 565,524 5,909,997 1,221,918 51,328,280 evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - Shareholder Votes CONAGRA BRANDS INC. shareholders approved Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2024 at the 2023-09-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-09-14 source text: 5. Ratification of the Appointment of KPMG LLP as the Company ’ s Independent Auditor for Fiscal 2024 The Company’s shareholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2024. The voting results were as follows: For Against Abstain 419,233,578 5,703,976 789,931 evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - Shareholder Votes CONAGRA BRANDS INC. shareholders approved Shareholder Proposal Requesting Shareholder Right to Call a Special Shareholder Meeting at the 2023-09-14 meeting. - Outcome: passed - Meeting: 2023-09-14 source text: 6. Shareholder Proposal Requesting Shareholder Right to Call a Special Shareholder Meeting The Company’s shareholders voted to approve a non-binding shareholder proposal requesting a shareholder right to call a special shareholder meeting. The voting results were as follows: For Against Abstain Broker Non-Votes 293,982,553 79,059,621 1,327,031 51,328,280 evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - Shareholder Votes CONAGRA BRANDS INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-09-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-09-14 source text: 3. Advisory Vote to Approve Named Executive Officer Compensation The Company’s shareholders voted to approve, 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 259,800,404 112,574,574 1,994,227 51,328,280 evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - Shareholder Votes CONAGRA BRANDS INC. shareholders approved Election of Directors at the 2023-09-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-14 source text: Item 5.07 Submission of Matters to a Vote of Security Holders. On September 14, 2023, 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 2024 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 354,452,054 18,997,116 920,035 51,328,280 Thomas “Tony” K. Brown 365,268,333 8,219,123 881,749 51,328,280 Emanuel “Manny” Chirico 368,840,544 4,601,001 927,660 51,328,280 Sean M. Connolly 370,814,445 2,686,222 868,538 51,328,280 George Dowdie 371,825,623 1,590,873 952,709 51,328,280 Francisco J. Fraga 371,599,959 1,763,506 1,005,740 51,328,280 Fran Horowitz 358,181,690 15,307,520 879,995 51,328,280 Ric evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm - Shareholder Votes CONAGRA BRANDS INC. shareholders approved Approval of the Conagra Brands, Inc. 2023 Stock Plan at the 2023-09-14 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-09-14 source text: 4. Approval of the Conagra Brands, Inc. 2023 Stock Plan The Company’s shareholders voted to approve the Conagra Brands, Inc. 2023 Stock Plan. The results were as follows: For Against Abstain Broker Non-Votes 343,490,638 29,530,603 1,347,964 51,328,280 evidence_url: https://www.sec.gov/Archives/edgar/data/23217/000143774923026333/0001437749-23-026333-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.