Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Arrangements
None of the Company’s directors or “officers” (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended August 25, 2024, except as described in the below table:
Name/Title
Type of Plan
Adoption Date
End Date
Aggregate Number of Securities to be Sold
Description
Sean Connolly
President and Chief Executive Officer
Rule 10b5-1 trading plan 1
8/12/2024
8/27/2025
1,089,261
Exercise and sale of stock options granted on 4/1/2015 and expiring on 3/31/2025 and stock options granted on 8/28/2015 and expiring on 8/27/2025.
Thomas M. McGough
Executive Vice President and Chief Operating Officer
Rule 10b5-1 trading plan 1
8/22/2024
8/27/2025
72,480
Exercise and sale of stock options granted on 8/28/2015 and expiring on 8/27/2025.
1 Intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.
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ITEM 6. EXHIBITS
All documents referenced below were filed pursuant to the Securities Exchange Act of 1934, as amended, by Conagra Brands, Inc. (file number 001-07275), unless otherwise noted.
EXHIBIT
DESCRIPTION
3.1
Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 2024
3.2
Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 19, 2023
10.1
Form of Restricted Stock Unit Agreement for Employees under the Conagra Brands, Inc. 2023 Stock Plan
10.2
Form of Performance Share Agreement for Employees under the Conagra Brands, Inc. 2023 Stock Plan
10.3
Form of Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc. 2023 Stock Plan
10.4
Form of Performance Share Agreement for CEO under Conagra Brands, Inc. 2023 Stock Plan
10.5
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Conagra Brands, Inc. 2023 Stock Plan
31.1
Section 302 Certificate of Chief Executive Officer
31.2
Section 302 Certificate of Chief Financial Officer
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Section 906 Certificates
101
The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended August 25, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Unaudited Condensed Consolidated Financial Statements, and (vi) document and entity information.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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 thereunto duly authorized.
CONAGRA BRANDS, INC.
By:
/s/ DAVID S. MARBERGER
David S. Marberger
Executive Vice President and Chief Financial Officer
By:
/s/ WILLIAM E. JOHNSON
William E. Johnson
Senior Vice President and Corporate Controller
Dated this 2nd day of October, 2024.
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