Conagra Brands, Inc. (NYSE:CAG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May10, 2017, Conagra Brands, Inc. (the Company) and JANA
Partners LLC (JANA) entered into a letter agreement (the Letter
Agreement) with respect to the previously disclosed amended and
restated Cooperation Agreement (the Cooperation Agreement), dated
May27, 2016, between the parties. to the Letter Agreement, the
Company has agreed to nominate Bradley A. Alford and Thomas W.
Dickson (the JANA Designees) for election to the board of
directors at the Companys 2017 annual meeting of stockholders. In
connection with the entry into the Letter Agreement, the
standstill period under the Cooperation Agreement was
automatically extended to the date that is the earlier of (A)the
latest of (x)the date that is 30 days prior to the expiration of
the Companys advance notice period for the nomination of
directors at the 2018 Annual Meeting (as defined below) and (y)if
the JANA Designees (or any other representative of JANA or any
affiliate of JANA) are included, and JANA and the JANA Designees
have agreed in advance to such inclusion, on the Companys slate
of director nominees for the 2018 annual meeting of stockholders
of the Company (the 2018 Annual Meeting) or for any annual
meeting of stockholders of the Company subsequent thereto (each,
an Applicable Meeting), the date that is 30 days prior to the
expiration of the Companys advance notice period for the
nomination of directors at the next annual meeting of
stockholders of the Company following the Applicable Meeting; and
(B)a material breach by the Company of its obligations under the
Cooperation Agreement which is not cured within 15 days after
receipt by the Company of written notice from JANA specifying the
material breach.
The foregoing description of the Letter Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Letter Agreement, a copy of
which is filed as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated by reference herein.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 |
Letter Agreement, dated as of May10, 2017, between JANA Partners LLC and Conagra Brands, Inc. |
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About Conagra Brands, Inc. (NYSE:CAG)
Conagra Brands, Inc., formerly ConAgra Foods, Inc., operates as a packaged food company. The Company operates through two segments: Consumer Foods and Commercial Foods. The Company sells branded and customized food products, as well as commercially branded foods. It also supplies vegetable, spice and grain products to a range of restaurants, foodservice operators and commercial customers. Conagra Foodservice offers products to restaurants, retailers, commercial customers and other foodservice suppliers. The Company also operates in the countries outside the United States, such as Canada and Mexico. The Company’s brands include Marie Callender’s, Healthy Choice, Slim Jim, Hebrew National, Orville Redenbacher’s, Peter Pan, Reddi-wip, PAM, Snack Pack, Banquet, Chef Boyardee, Egg Beaters, Rosarita, Fleischmann’s and Hunt’s. The Company sells its products in grocery, convenience, mass merchandise and club stores. Conagra Brands, Inc. (NYSE:CAG) Recent Trading Information
Conagra Brands, Inc. (NYSE:CAG) closed its last trading session up +0.39 at 37.85 with 2,166,244 shares trading hands.