Bylaw Amendment · Shareholder Vote

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 18, 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. As described in Item 5.07, below, on September 18, 2024, at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Conagra Brands, Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the shareholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law, to remove obsolete provisions relating to the Company’s former staggered board and to address miscellaneous drafting inconsistencies. The Amended and Restated Charter was filed with the Secretary of State of the State of Delaware on September 18, 2024 and was effective as of such date. The foregoing description of the Amended and Restated Charter is qualified in its entirety by the complete text of the Amended and Restated Charter, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference in its entirety into this Item 5.03. ​ Item 5.07      Submission of Matters to a Vote of Security Holders. ​ On September 18, 2024, 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 2025 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 356,931,009 ​ 16,542,190 ​ 574,527 ​ 49,066,884 Thomas “Tony” K. Brown 364,181,712 ​ 9,293,632 ​ 572,382 ​ 49,066,884 Emanuel “Manny” Chirico 369,400,918 ​ 3,959,179 ​ 687,629 ​ 49,066,884 Sean M. Connolly 370,085,033 ​ 3,393,022 ​ 569,671 ​ 49,066,884 George Dowdie 369,312,531 ​ 4,157,640 ​ 577,555 ​ 49,066,884 Francisco Fraga 371,561,610 ​ 1,910,116 ​ 576,000 ​ 49,066,884 Fran Horowitz 359,657,104 ​ 13,840,783 ​ 549,839 ​ 49,066,884 Richard H. Lenny 341,582,881 ​ 31,895,109 ​ 569,736 ​ 49,066,884 Melissa Lora 366,800,353 ​ 6,719,366 ​ 528,007 ​ 49,066,884 Ruth Ann Marshall 340,388,261 ​ 33,096,112 ​ 563,353 ​ 49,066,884 Denise A. Paulonis 369,375,487 ​ 4,131,480 ​ 540,759 ​ 49,066,884 ​ 2. Approval of an amendment to the Company’s Certificate of Incorporation to provide for officer exculpation ​ The Company’s shareholders voted to approve the amendment to the Company’s Certificate of Incorporation to provide for officer exculpation. The voting results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ For ​ Against ​ Abstain ​ Broker Non-Votes 333,756,365 ​ 38,966,380 ​ 1,324,981 ​ 49,066,884 ​ 3. Advisory Vote to Approve Named Executive Officer Compensation ​ The Company’s shareholders did not 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 166,656,287 ​ 206,154,506 ​ 1,236,933 ​ 49,066,884 ​ ​ 4. Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2025 ​ The Company’s shareholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2025. The voting results were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For ​ Against ​ Abstain 415,670,261 ​ 6,799,550 ​ 664,799 ​ ​ ​ ​ Item 9.01 Financial Statements and Exhibits. ​ (d) Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation 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: September 23, 2024 ​ ​