CONAGRA BRANDS, INC. (CAG) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

As previously reported, on November9, 2016, Conagra Brands, Inc.
(formerly known as ConAgra Foods, Inc.,
theCompany) completed the previously
announced spinoff (theSpinoff) of Lamb
Weston Holdings, Inc. (Lamb Weston)
through a distribution of 50% of the Companys interest in Lamb
Weston (approximately 146.0million shares of common stock) to
holders of outstanding shares of the Companys common stock as of
5:00 p.m., New York City time, on November1, 2016
(theRecord Date). Lamb Westons business
consists of those activities that previously comprised the
Companys frozen potato products business. Lamb Weston is now an
independent public company, and its shares of common stock trade
under the symbol LW on the New York Stock Exchange.

to a Separation and Distribution Agreement, dated as of
November8, 2016 (the Separation and Distribution
Agreement), between the Company and Lamb Weston,
the distribution of the Lamb Weston common stock occurred by way
of a pro rata dividend to the Companys stockholders. Each holder
of outstanding shares of the Companys common stock received one
share of Lamb Weston common stock for every three shares of
Company common stock held as of the Record Date and cash in lieu
of any fractional shares of Lamb Weston common stock.

The Registration Statement on Form 10 (File No.001-37830)
(theRegistration Statement) relating to
the Spinoff and filed by Lamb Weston with the Securities and
Exchange Commission (the SEC) was
declared effective on October21, 2016.

A summary of certain terms of the Separation and Distribution
Agreement can be found in the section entitled Relationship with
ConAgra After the Spinoff in the Information Statement, filed as
Exhibit 99.1 to the Registration Statement, and is incorporated
herein by reference. Such summary is qualified in its entirety by
reference to the full text of the Separation and Distribution
Agreement, a copy of which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

On November11, 2016 (the Effective
Date), the Board of Directors (the
Board) appointed Craig Omtvedt as a
director of the Company, effective as of theEffective Date, to
serve until his successor is elected and qualified or until his
earlier resignation or removal. Mr.Omtvedt is expected to serve
as a member of the Audit / Finance Committee, and the Board
determined that he qualifies as an audit committee financial
expert.The Board also provided that the size of the Board will be
ten directors, effective as of the Effective Date.

The Board has determined that, as of the Effective Date,
Mr.Omtvedt satisfies the definition of independent director under
the listing standards of the New York Stock Exchange and the
categorical independence standards contained in the Companys
Corporate Governance Principles.

As a non-employee director, Mr.Omtvedt will receive compensation
in the same manner as the Companys other non-employee directors.
Mr.Omtvedt will receive compensation for services during fiscal
2017 of (i)a cash retainer representing a prorated portion of the
annual cash retainer provided to non-employee directors, and
(ii)a prorated portion of the annual equity award provided to
non-employee directors. Accordingly, on November11, 2016, the
Board approved restricted stock units
(theRSUs) with a value equal to $70,000
to be granted to Mr.Omtvedt on December30, 2016
(theGrant Date), with the number of
RSUs being determined by dividing $70,000 by the average of the
closing stock price of the Companys common stock on the New York
Stock Exchange for the thirty (30)trading days prior to (and not
including) the Grant Date, and rounding to the nearest share. In
addition to the retainer and equity award, Mr.Omtvedt is eligible
to participate in the other non-employee director compensation
arrangements described in the Companys definitive proxy statement
on Schedule 14A filed on August8, 2016 with the SEC.

(b) Pro forma financial information.

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The unaudited pro forma consolidated balance sheet of the Company
as of August28, 2016 and the unaudited pro forma consolidated
statements of income of the Company for the thirteen weeks ended
August28, 2016 and for the fiscal years ended May29, 2016,May31,
2015 and May25, 2014, in each case giving pro forma effect to the
Spinoff, are included as Exhibit 99.1 to this Current Report on
Form 8-K and are incorporated herein by reference.

(d)Exhibits.

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