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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2020, the Board of Directors (the “Board”) of Conagra Brands, Inc. (the “Company”) approved, effective as of February 1, 2021, an increase in the size of the Board from ten directors to eleven directors and appointed Manny Chirico as a director of the Company to fill the newly-created vacancy and to serve until his successor is elected and qualified or until his earlier resignation or removal. Mr. Chirico will also serve as a member of the Audit / Finance Committee of the Board.
The Board has determined that Mr. Chirico satisfies the definition of “independent director” under the listing standards of the New York Stock Exchange (the “NYSE”), and the categorical independence standards contained in the Company’s Corporate Governance Principles. The Board also determined that Mr. Chirico meets the Securities and Exchange Commission’s (the “SEC”) definition of an Audit Committee Financial Expert.
As a non-employee director, Mr. Chirico will receive compensation in the same manner as the Company’s other non-employee directors. He will receive compensation for services during fiscal 2021 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 December 10, 2020, the Board approved restricted stock units (the “RSUs”) with a value equal to $50,000 to be granted to Mr. Chirico on March 1, 2021 (the “Grant Date”), with the number of RSUs being determined by dividing $50,000 by the average of the closing stock price of the Company’s common stock on the NYSE 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. Chirico is eligible to participate in the other non-employee director compensation arrangements described in the Company’s definitive proxy statement on Schedule 14A filed on August 13, 2020 with the SEC.
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.|
Executive Vice President, General Counsel and Corporate Secretary
Date: December 14, 2020
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