8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2018

 

 

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-7275   47-0248710

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

222 Merchandise Mart Plaza,

Suite 1300

Chicago, Illinois

   60654
(Address of principal executive offices)   (Zip Code)

(312) 549-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On May 2, 2018, Conagra Brands, Inc. (the “Company”) and JANA Partners LLC (“JANA”) mutually agreed to terminate the previously disclosed amended and restated Cooperation Agreement (the “Cooperation Agreement”), dated May 27, 2016, between the parties, and entered into an amendment (the “Amendment”) to the Cooperation Agreement. The Amendment terminates the Cooperation Agreement effective May 2, 2018.

The full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, is incorporated by reference herein.

 

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 above regarding the termination of the Cooperation Agreement is incorporated by reference into this Item 1.02.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

Number

    Description
10.1    Amendment, dated as of May 2, 2018, to the Amended and Restated Cooperation Agreement, dated May 27, 2016, between JANA Partners LLC and Conagra Brands, Inc.

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.
Date: May 4, 2018     By:  

/s/ Colleen Batcheler

      Name:   Colleen Batcheler
      Title:   Executive Vice President, General Counsel and Corporate Secretary