Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2022, the Board of Directors (the "Board") of Conagra Brands,
Inc. (the "Company") approved, effective as of March 1, 2022, an increase in the
size of the Board from twelve directors to thirteen directors and appointed
George Dowdie 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. Dowdie will also serve as a member of the Audit and
Finance Committee of the Board.
The Board has determined that Mr. Dowdie 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.
As a non-employee director, Mr. Dowdie will receive compensation in the same
manner as the Company's other non-employee directors. He will receive
compensation for services during fiscal 2022 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 February 23, 2022, the
Board approved restricted stock units (the "RSUs") with a value equal to $41,250
to be granted to Mr. Dowdie on April 1, 2022 (the "Grant Date"), with the number
of RSUs being determined by dividing $41,250 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. Dowdie 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 6, 2021 with the SEC.
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