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Item 9A. Controls and Procedures

2021-07-23 compared with 2020-07-24 · 37 added, 32 removed, 214 unchanged (24% of the section changed)

4 unchanged sentences

Internal Control Over Financial Reporting

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated any change in the Company's internal control over financial reporting that occurred during the quarter covered by this report and determined that there was no change in the Company's internal control over financial reporting during the fourth quarter of fiscal 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated any change in the Company's internal control over financial reporting that occurred during the quarter covered by this report and determined that there was no change in our internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

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OTHER INFORMATION

DISCLO SURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to our directors will be set forth in the 2021 Proxy Statement under the heading "Voting Item #1:

Election of Directors," and the information is incorporated herein by reference.

Election of Director Nominees," and the information is incorporated herein by reference.

There were no material changes to the procedures by which security holders may recommend nominees to our Board during fiscal 2021.

Information regarding our executive officers is included in Part I of this Form 10-K under the heading "Information About Our Executive Officers," as permitted by the Instruction to Item 401 of Regulation S-K.

If applicable, information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, by our directors, executive officers, and holders of more than ten percent of our equity securities will be set forth in the 2020 Proxy Statement under the heading "Information on Stock Ownership—Section 16(a) Beneficial Ownership Reporting Compliance," and the information is incorporated herein by reference.

If applicable, information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, by our directors, executive officers, and holders of more than ten percent of our equity securities will be set forth in the 2021 Proxy Statement under the heading "Information on Stock Ownership—Delinquent Section 16(a) Reports," and the information is incorporated herein by reference.

Information with respect to the Audit / Finance Committee and its financial experts will be set forth in the 2021 Proxy Statement under the heading "Voting Item #1:

Election of Directors—How We Govern and are Governed—The Board's Audit / Finance Committee," and the information is incorporated herein by reference.

Election of Director Nominees—How We Govern—The Audit / Finance Committee" and "Voting Item #1:

Election of Director Nominees—How We Govern—How We Govern—Board Committees," and the information is incorporated herein by reference.

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and Controller.

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Information with respect to director and executive compensation and our Human Resources Committee will be set forth in the 2021 Proxy Statement under the headings "Voting Item #1:

Election of Directors—How We Are Paid," "Voting Item #1:

Election of Directors—How We Govern—The Board's Human Resources Committee," "Compensation Committee Report," and "Executive Compensation," and "CEO Pay Ratio" and the information is incorporated herein by reference.

Election of Director Nominees—How We Are Paid," "Voting Item #1:

Election of Director Nominees—How We Govern—Human Resources Committee," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation," "Potential Payments Upon termination of Change of Control," and "CEO Pay Ratio" and the information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Equity Compensation Plan Information

The following table provides information about shares of our common stock that may be issued upon the exercise of options, warrants, and rights under existing equity compensation plans as of our most recent fiscal year-end, May 31, 2020.

The following table provides information about shares of our common stock that may be issued under existing equity compensation plans as of our most recent fiscal year-end, May 30, 2021.

Plan Category

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(Excluding Securities

Reflected in Column (a))

Equity compensation plans approved

by security holders (1)

Equity compensation plans not

approved by security holders

Column (a) includes 1,485,214 shares that could be issued under performance shares outstanding at May 31, 2020.

The performance shares are earned and common stock issued if pre-set financial objectives are met.

Actual shares issued may be

equal to, less than, or greater than the number of outstanding performance shares included in column (a), depending on actual performance.

Column (b) does not take these awards into account because they do not have an exercise price.

The number of shares reflected in column (a) assumes the vesting criteria will be achieved at target levels.

Column (c) has not been reduced for the performance shares outstanding.

Column (a) also includes 184,686 shares that could be issued under performance-based restricted stock units outstanding at May 31 , 20 20 .

The performance-based restricted stock units are earned and common stock issued if pre-set market-based objectives are met.

Actual shares issued may be equal to, less than, or greater than the number of outstanding performance-based restricted stock units included in column (a), depending on actual performance.

Column (b) does not take these awards into account because they do not have an exercise price.

Column (c) has not been reduced for the performance-based restricted stock units outstanding.

The number of shares reflected in column (a) with respect to these performance-based restricted stock units assumes the vesting criteria will be achieved at target levels.

Column (b) also excludes 2 , 382 , 435 restricted stock units and 331 , 899 deferral interests in deferred compensation plans that are included in column (a) but do not have an exercise price.

The units vest and are payable in common stock after expiration of the time periods set forth in the related agreements.

Reflected in Column (1)) (3)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Represents shares underlying awards that have been granted under the terms of the Conagra Brands, Inc.

2014 Stock Plan (as amended effective December 11, 2017) (the "Plan").

Table amounts are comprised of 1,508,486 shares that could be

issued under outstanding performance shares (assuming target achievement);

184,686 shares that could be issued under outstanding performance-based restricted stock units (assuming target achievement) ;

2,492,427 restricted stock units;

243,805 deferral interests in deferred compensation plans;

and 3,034,142 shares issuable pursuant to outstanding stock options.

The performance shares and performance-based restricted stock units are earned and common stock issued if pre-set financial objectives are met.

Actual shares issued may be equal to, less than, or greater than the number of outstanding performance shares and performance-based restricted stock units included in column (1), depending on actual performance.

The restricted stock units vest and are payable in common stock after expiration of the time periods set forth in the related agreements.

The interests in the deferred compensation plans are settled in common stock on the schedules selected by the participants.

Reflects the weighted-average exercise price of stock options, and does not take into account performance shares, performance-based restricted stock units, restricted stock units, or deferral interests, as such awards have no exercise price.

This number reflects securities available for future awards under the Plan and has not been reduced for the performance shares and performance-based restricted stock units included in column (1).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Information with respect to the principal accountant will be set forth in the 2021 Proxy Statement under the heading "Voting Item #2:

Ratification of the Appointment of Our Independent Auditor for Fiscal 2021," and the information is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Ratification of the Appointment of KPMG LLP as Our Independent Auditor for Fiscal 2022," and the information is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

List of documents filed as part of this report:

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Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 10, 2016

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.2 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on December 13, 2019

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 28, 2020

Indenture, dated as of October 8, 1990, between Conagra Brands, Inc.

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and Wells Fargo Bank, National Association, as Trustee (including Forms of Notes), incorporated herein by reference to Exhibit 4.2 to Conagra Brands' Current Report on Form 8-K filed with the SEC on October 22, 2018

Third Supplemental Indenture, dated October 16, 2020, by and between Conagra Brands, Inc.

and Wells Fargo Bank, National Association as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on October 16, 2020

Description of Securities, incorporated herein by reference to Exhibit 4.3 to Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2019

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Form of Director Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 19, 2020

Form of Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 28, 2020

ConAgra Foods, Inc.

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and Bank of America, N.A., as administrative agent and a lender, JPMorgan Chase Bank, N.A., as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 17, 2018

Amendment No.

1, dated as of July 13, 2021, to Amended and Restated Revolving Credit Agreement by and among Conagra Brands, Inc., the banks, financial institutions and other institutional lenders party thereto, as lenders, and Bank of America, N.A., as administrative agent

Tax Matters Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc.

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(i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Common Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.

Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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July 23, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of July, 2020.

Emanuel Chirico*

Rajive Johri*

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures