Bylaw Amendment

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 15, 2024 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. ​ On May 15, 2024, the Board of Directors of Conagra Brands, Inc. approved amendments to the Amended and Restated Bylaws of Conagra Brands, Inc. (the “Bylaws”), effective on such date. Among other changes, the amendments to the Bylaws allow shareholders to call special meetings, modify the advance notice provisions including changes to reflect the universal proxy rules, and reflect recent amendments to the Delaware statutes. The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference. ​ ​ Item 9.01 Financial Statements and Exhibits. ​ ​ ​ ​ ​ Exhibit No.      Description   ​ ​ ​ ​ 3.1 ​ Amended and Restated Bylaws of Conagra Brands, Inc. ​ ​ ​ ​ ​ 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 21, 2024 ​ ​