CONAGRA BRANDS INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2020, the Board of Directors of Conagra Brands, Inc. (the "Company") approved a form of indemnification agreement to be entered into by the Company with each of its directors. The form of agreement memorializes the Company's Amended and Restated Bylaws and requires the Company to indemnify each director under the circumstances and to the extent provided for therein, to the fullest extent permitted by the General Corporation Law of the State of Delaware, including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding arising out of the person's services as a director.

The foregoing description of the form of indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 14, 2020, the Company adopted the Third Amendment (the "Third Amendment") to the Company's Voluntary Deferred Compensation Plan. The changes implemented by the Third Amendment amend the minimum deferral percentage and certain participant eligibility and distribution requirements.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 Exhibit
   No.           Description

   10.1            Form of Director Indemnification Agreement

   10.2            Third Amendment, dated as of May 14, 2020, to the Conagra Brands,
                 Inc. Voluntary Deferred Compensation Plan (January 1, 2017
                 Restatement)

   104           Cover Page Interactive Data File (formatted in iXBRL in Exhibit
                 101).

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