Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2022, the Board of Directors (the "Board") of Conagra Brands, Inc.
(the "Company") approved, effective as of August 1, 2022, an increase in the
size of the Board from 12 directors to 13 directors and appointed Denise
Paulonis as a director of the Company to fill the newly-created vacancy and to
serve until her successor is elected and qualified or until her earlier
resignation or removal. Ms. Paulonis will also serve as a member of the Audit &
Finance Committee of the Board.
The Board has determined that Ms. Paulonis satisfies the definition of an
"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, and has been designated as an
"audit committee financial expert" as defined by the applicable regulations of
the SEC. Ms. Paulonis was not selected as a director pursuant to any
arrangements or understandings with the Company or with any other person, and
there are no transactions between the Company and Ms. Paulonis that would
require disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Paulonis will receive compensation in the same
manner as the Company's other non-employee directors. She will receive
compensation for services during fiscal 2023 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 July 21, 2022, the Board approved
restricted stock units (the "RSUs") with a value equal to $137,500 to be granted
to Ms. Paulonis on September 1, 2022 (the "Grant Date"), with the number of RSUs
being determined by dividing $137,500 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, Ms. Paulonis 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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CONAGRA BRANDS, INC. 
