CONAGRA BRANDS INC. false 0000023217 0000023217 2020-02-17 2020-02-17

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): February 17, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $5.00 par value |  | CAG |  | New York Stock Exchange

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 7.01 | Regulation FD Disclosure.

On February 17, 2020, Conagra Brands, Inc. (the “Company”) issued a press release providing an update to its previously issued guidance for the fiscal year ending May 31, 2020. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The Company will present at the 2020 Consumer Analyst Group of New York (CAGNY) Conference today, February 18, 2020 at 9:00 a.m. ET. A live audio webcast of the presentation and presentation slides will be available on conagrabrands.com/investor-relations under Events & Presentations. A replay of the webcast will be available until February 18, 2021. The slides used in the presentation by the Company are furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number |  |  | Description
| 99.1 |  |  | Press release issued February 17, 2020
| 99.2 |  |  | CAGNY Slide Presentation
| 104 |  |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 18, 2020 |  |  |  | By: |  | /s/ Colleen Batcheler
|  |  |  | Name: |  | Colleen Batcheler
|  |  |  | Title: |  | Executive Vice President, General Counsel and Corporate Secretary