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SHARE-BASED PAYMENTS | 9 Months Ended
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Feb. 23, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
SHARE-BASED PAYMENTS | 8. SHARE-BASED PAYMENTS For the third quarter and first three quarters of fiscal 2020, we recognized total stock-based compensation expense (including stock options, restricted stock units, cash-settled restricted stock units, performance shares, performance-based restricted stock units, and cash-settled stock appreciation rights) of $9.3 million and $33.8 million, respectively. Included in the total stock-based compensation for the third quarter and first three quarters of fiscal 2020 is expense of $0.3 million and $1.0 million, respectively, for accelerated vesting of awards related to Pinnacle integration restructuring activities. For the third quarter and first three quarters of fiscal 2019, we recognized total stock-based compensation income of $18.6 million and expense of $16.6 million, respectively. Included in the total stock-based compensation for the third quarter and first three quarters of fiscal 2019 is income of $3.5 million and expense of $16.7 million, respectively, for accelerated vesting of awards related to Pinnacle integration restructuring activities, net of the impact of marking-to-market these awards based on a lower market price of Conagra common shares. In the first three quarters of fiscal 2020, we granted 1.2 million restricted stock units at a weighted average grant date price of $28.21 and 0.6 million performance shares at a weighted average grant date price of $28.41. During the second quarter of fiscal 2019, in connection with the completion of the Pinnacle acquisition, we granted the following awards to Pinnacle employees in replacement of their unvested equity awards that were outstanding as of the closing date: (1) 2.0 million cash-settled share unit awards at a grant date fair value of $36.37 per share unit and (2) 2.3 million cash-settled stock appreciation rights with a fair value estimated at closing date using a Black-Scholes option-pricing model and a grant date price of $36.37 per share. Approximately $51.1 million of the fair value of the replacement awards granted to Pinnacle employees was attributable to pre-combination service and was included in the purchase price and established as a liability. As of February 23, 2020, the liability of the replacement awards was $5.7 million, which includes post-combination service expense, the mark-to-market of the liability, and the impact of payouts since the acquisition. Post-combination expense of approximately $1.0 million, based on the market price of shares of Conagra Brands common stock as of February 23, 2020, is expected to be recognized related to the replacement awards over the remaining post-combination service period of approximately one year. Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the three-year performance periods ending in fiscal 2020 (the "2020 performance period"), fiscal 2021 (the "2021 performance period"), and fiscal 2022 (the "2022 performance period") are based on our diluted earnings per share ("EPS") compound annual growth rate, subject to certain adjustments, measured over the defined performance periods. In addition, for certain participants, all performance shares for the 2020 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2020 performance period before any pay out can be made to such participants on the performance shares. For each of the 2020 performance period, 2021 performance period, and 2022 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number of performance shares for such performance period. Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in our performance share plan, any shares earned will be distributed after the end of the performance period, and only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur.

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