CAG 10-K Annual Report May 26, 2024 | Alphaminr
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CAG 10-K Fiscal year ended May 26, 2024

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CONAGRA BRANDS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

*2.1 Master Agreement, dated as of March4, 2013, by and among Conagra Brands,Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, CHSInc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit2.2 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May26, 2013 *2.1.1 Amendment No.1 to Master Agreement, dated April30, 2013, by and among Conagra Brands,Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, CHSInc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit2.2.1 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May26, 2013 *2.1.2 Acknowledgment and Amendment No.2 to Master Agreement, dated May31, 2013, by and among Conagra Brands,Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, CHSInc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit2.2.2 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May26, 2013 *2.1.3 Acknowledgment and Amendment No.3 to Master Agreement, dated as of July24, 2013, by and among Conagra Brands,Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, and CHSInc., incorporated herein by reference to Exhibit2.1 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended February23, 2014 *2.1.4 Acknowledgment and Amendment No.4 to Master Agreement, dated as of March27, 2014, by and among Conagra Brands,Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, and CHSInc., incorporated herein by reference to Exhibit2.2.4 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May25, 2014 *2.1.5 Acknowledgment and Amendment No.5 to Master Agreement, dated as of May25, 2014, by and among Conagra Brands,Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, and CHSInc., incorporated herein by reference to Exhibit2.2.5 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May25, 2014 3.1 Restated Certificate of Incorporation of Conagra Brands,Inc., incorporated herein by reference to Exhibit3.1 to Conagra BrandsCurrent Report on Form8-K filed with the SEC on September26, 2022 3.2 Amended and Restated Bylaws of Conagra Brands, Inc., incorporated by reference to Exhibit 3.1 of Conagra Brands' Current Report on Form 8-K filed with the SEC on May 21, 2024 4.2 Indenture, dated as of October12, 2017, between Conagra Brands,Inc. and Wells Fargo Bank, National Association, as trustee, incorporated herein by reference to Exhibit4.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on October12, 2017 4.2.1 Second Supplemental Indenture, dated October22, 2018, by and between Conagra Brands,Inc. and Wells Fargo Bank, National Association, as Trustee (including Forms of Notes), incorporated herein by reference to Exhibit4.2 to Conagra Brands Current Report on Form8-K filed with the SEC on October22, 2018 4.2.2 Third Supplemental Indenture, dated October16, 2020, by and between Conagra Brands,Inc. and Wells Fargo Bank, National Association as Trustee (including Formof Note), incorporated herein by reference to Exhibit4.2 to Conagra BrandsCurrent Report on Form8-K filed with the SEC on October16, 2020 4.3 Indenture, dated August12, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee, incorporated herein by reference to Exhibit4.1 to Conagra Brands Current Report on Form8-K filed with the SEC on August12, 2021 4.3.1 First Supplemental Indenture, dated August12, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (including Formof Note), incorporated herein by reference to Exhibit4.2 to Conagra Brands Current Report on Form8-K filed with the SEC on August12, 2021 4.3.2 Second Supplemental Indenture, dated July 31, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as successor Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the SEC on July 31, 2023 4.4 Description of Securities, incorporated by reference to Exhibit 4.4 to Conagra Brands' Annual Report on Form 10-K for the fiscal year ended May 28, 2023 **10.1 ConAgra Foods,Inc. Non-Qualified Pension Plan (January1, 2009 Restatement), incorporated herein by reference to Exhibit10.2 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended November23, 2008 **10.1.1 Amendment One dated December3, 2009 to ConAgra Foods,Inc. Nonqualified Pension Plan, incorporated herein by reference to Exhibit10.2 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended February28, 2010 **10.1.2 Amendment Two dated November29, 2010 to the ConAgra Foods,Inc. Non-Qualified Pension Plan (January1, 2009 Restatement), incorporated herein by reference to Exhibit10.2 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended February27, 2011 **10.1.3 Amendment Three to ConAgra Foods,Inc. Nonqualified Pension Plan (January1, 2009 Restatement), dated December22, 2016, incorporated herein by reference to Exhibit10.2 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended February26, 2017 **10.1.4 Amendment Four to Conagra Brands,Inc. Nonqualified Pension Plan (January1, 2009 Restatement), dated December19, 2017, incorporated herein by reference to Exhibit10.2.4 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended November26, 2017 **10.2 Conagra Brands,Inc. DirectorsDeferred Compensation Plan (2018 Restatement), effective as of May1, 2018, incorporated herein by reference to Exhibit10.3.2 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May27, 2018 **10.3 Conagra Brands,Inc. Voluntary Deferred Compensation Plan (Effective January1, 2017), incorporated herein by reference to Exhibit10.4.7 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended August27, 2017 **10.3.1 First Amendment to Conagra Brands,Inc. Voluntary Deferred Compensation Plan (January1, 2017 Restatement), incorporated herein by reference to Exhibit10.4.8 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended November26, 2017 **10.3.2 Second Amendment, dated as of December5, 2018, to the Conagra Brands,Inc. Voluntary Deferred Compensation Plan, incorporated herein by reference to Exhibit10.1 to Conagra BrandsCurrent Report on Form8-K filed with the SEC on December7, 2018 **10.3.3 Third Amendment, dated as of May14, 2020, to the Conagra Brands,Inc. Voluntary Deferred Compensation Plan (January1, 2017 Restatement), incorporated herein by reference to Exhibit10.2 to Conagra BrandsCurrent Report on Form8-K filed with the SEC on May19, 2020 **10.4 ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit10.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on September28, 2009 **10.4.1 Formof Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Employees, incorporated herein by reference to Exhibit10.4 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended August30, 2009 **10.5 ConAgra Foods,Inc. 2008 Performance Share Plan, effective July16, 2008, incorporated herein by reference to Exhibit10.3 of Conagra BrandsQuarterly Report on Form10-Q for quarter ended August24, 2008 **10.5.1 First Amendment to ConAgra Foods,Inc. 2008 Performance Share Plan, dated July19, 2017, incorporated herein by reference to Exhibit10.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on July25, 2017 **10.6 ConAgra Foods,Inc. 2014 Executive Incentive Plan incorporated herein by reference to Exhibit10.2 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on September22, 2014 **10.7 ConAgra Foods,Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit10.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on September22, 2014 **10.7.1 First Amendment to ConAgra Foods,Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit10.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on December15, 2017 **10.7.2 Formof Nonqualified Stock Option Agreement for Employees under the ConAgra Foods,Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit10.10.4 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May31, 2015 **10.7.3 Formof Restricted Stock Unit Agreement under the ConAgra Foods,Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit10.4 of Conagra BrandsQuarterly Report on Form10-Q for the quarterly period ended August26, 2018 **10.7.4 Formof CEO Restricted Stock Unit Agreement, incorporated herein by reference to Exhibit10.5.11 to Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May26, 2019 **10.7.5 Form of Restricted Stock Unit Agreement for Employees under the Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.1 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.6 Form of Performance Share Agreement for Employees under the Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.2 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.7 Form of Retention Restricted Stock Unit Agreement for Employees under Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.3 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.8 Form of Retention Performance Share Agreement for Employees under Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.4 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.9 Form of Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.5 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.10 Form of Performance Share Agreement for CEO under Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.6 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.11 Form of Retention Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc. 2014 Stock Plan,incorporated by reference to Exhibit 10.7 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.7.12 Form of Retention Performance Share Agreement for CEO under the Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.8 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023 **10.8 Formof Director Indemnification Agreement, incorporated herein by reference to Exhibit10.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on May19, 2020 **10.9 Formof Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit10.1 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on July28, 2020 **10.10 Formof Amended and Restated Change of Control Agreement between ConAgra Foods and its executives (pre September2011), incorporated herein by reference to Exhibit10.14 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended November23, 2008 **10.11 Formof Change of Control Agreement between ConAgra Foods and its executives (post September2011), as amended and restated on February18, 2015, incorporated herein by reference to Exhibit10.16.1 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May31, 2015 **10.12 Change of Control Agreement, dated as of February12, 2015, between Conagra Brands,Inc. (formerly ConAgra Foods,Inc.) and Sean Connolly, incorporated herein by reference to Exhibit10.3 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on February12, 2015 **10.13 Employment Agreement, dated as of February12, 2015, between Conagra Brands,Inc. (formerly ConAgra Foods,Inc.) and Sean Connolly, incorporated herein by reference to Exhibit10.2 of Conagra BrandsCurrent Report on Form8-K filed with the SEC on February12, 2015 **10.13.1 Amendment to Employment Agreement dated December31, 2015, effective January1, 2016, by and between Conagra Brands,Inc. (formerly ConAgra Foods,Inc.) and Sean Connolly, incorporated herein by reference to Exhibit10.1 of Conagra BrandsQuarterly Report on Form10-Q for the quarter ended February28, 2016 **10.13.2 Letter of Agreement, dated as of August2, 2018, between Conagra Brands,Inc. and Sean M. Connolly, incorporated herein by reference to Exhibit10.1 of the Companys Current Report on Form8-K filed with the SEC on August8, 2018 **10.14 Formof Executive Time Sharing Agreement,as adopted on February18, 2015, incorporated herein by reference to Exhibit10.17 of Conagra BrandsAnnual Report on Form10-K for the fiscalyear ended May31, 2015 **10.15 Letter Agreement, by and between Conagra Brands,Inc. (formerly ConAgra Foods,Inc.) and David Marberger, dated as of July13, 2016, incorporated herein by reference to Exhibit10.1 of Conagra BrandsQuarterly Report on Form10-Q for the Quarter Ended August28, 2016 10.16 Term Loan Agreement, dated August26, 2022, by and among Conagra Brands,Inc., Farm Credit Services of America, PCA, as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit10.1 to Conagra BrandsCurrent Report on Form8-K filed with the SEC on August29, 2022 10.17 Second Amended and Restated Revolving Credit Agreement, dated August26, 2022, by and among Conagra Brands,Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit10.2 to Conagra BrandsCurrent Report on Form8-K filed with the SEC on August29, 2022 10.18 Term Loan Agreement, dated April 29, 2024, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on April 30, 2024 19 Conagra Brands, Inc. Insider Trading Policies 21 Subsidiaries of Conagra Brands,Inc. 23 Consent of KPMG LLP 31.1 Section302 Certificate 31.2 Section302 Certificate 32 Section906 Certificates 97 Conagra Brands, Inc. Mandatory Compensation Clawback Policy