CONAGRA BRANDS INC. 8-K 2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2016
CONAGRA BRANDS, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
ConAgra Foods, Inc.
(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:
Separation and Distribution Agreement and Certain Other Separation-Related Agreements
On November 9, 2016, Conagra Brands, Inc. (formerly known as ConAgra Foods, Inc., the Company) completed the previously announced spinoff of Lamb Weston Holdings, Inc. (Lamb Weston) through a distribution of 100% of the Companys interest in Lamb Weston to holders of shares of the Companys common stock (the Spinoff) as of 5:00 p.m., New York City time, on November 1, 2016. On November 8, 2016, in connection with the Spinoff, the Company entered into several agreements with Lamb Weston that govern the relationship of the parties following the Spinoff, including the following:
Summaries of certain terms of these agreements can be found in the section entitled Relationship with ConAgra After the Spinoff in Lamb Westons Information Statement, filed as Exhibit 99.1 to Lamb Westons Registration Statement on Form 10 (File No. 001-37830) (as amended, the Registration Statement) with the Securities and Exchange Commission, and are incorporated herein by reference. Such summaries are qualified in their entirety by reference to the full text of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Transition Services Agreement and Trademark License Agreement, copies of which are filed as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
In connection with the Spinoff, W.G. Jurgensen and Timothy R. McLevish became directors of Lamb Weston on October 30, 2016 and November 8, 2016, respectively, and resigned as directors of the Company effective as of 11:59 p.m., New York city time, on November 9, 2016.
On November 9, 2016, the Company filed an Amended and Restated Certificate of Incorporation (Certificate of Incorporation) with the Secretary of State of the State of Delaware, which became effective as of 11:59 p.m., New York city time, on November 9, 2016. The Certificate of Incorporation changed the name of the Company from ConAgra Foods, Inc. to Conagra Brands, Inc. A copy of the Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K.
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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 hereunto duly authorized.
Date: November 10, 2016
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