UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 22, 2005
Date of report (Date of earliest event reported)
ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7275 47-0248710
(Commission File Number) (IRS Employer Identification No.)
One ConAgra Drive
Omaha, NE 68102
(Address of Principal Executive Offices) (Zip Code)
(402) 595-4000
(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, effective September 30, 2005, Bruce Rohde will
retire from his position as Chairman and Chief Executive Officer of ConAgra
Foods. An agreement between ConAgra Foods and Mr. Rohde was approved by the
Human Resources Committee of the board of directors on September 22, 2005. A
copy of the agreement is attached as an exhibit and incorporated herein by
reference. The agreement provides that Mr. Rohde will resign his positions as of
September 30, 2005 pursuant to the good reason provisions of his August 26, 1996
employment agreement. The agreement provides that ConAgra Foods will pay or
provide to Mr. Rohde during the period from October 1, 2005 through September
30, 2009 (the "Employment Period") (i) a prorated short-term and long-term
incentive for fiscal 2006, (ii) a salary of $50,000 per month, (iii)
continuation of health benefits, (iv) continued participation in all other
benefit programs maintained by ConAgra Foods for its executive officers, (v)
full vesting of all currently outstanding stock options, restricted stock
awards, restricted share equivalent awards and restricted cash awards, (vi) a
lump sum distribution of his benefits under the Company's non-qualified pension
plan on October 1, 2009, and (vii) an office and administrative support. During
the Employment Period, Mr. Rohde will provide such services as are reasonably
requested by the Chairman of the Board and will comply with certain
non-competition and confidentiality provisions of his 1996 employment agreement.
As previously reported, effective October 1, 2005, Steven Goldstone will
become Chairman of the Board of ConAgra Foods. Mr. Goldstone will receive an
annual retainer of $300,000, a per meeting fee of $3,000, and options/stock
grants in the same amounts as all other non-employee directors.
On September 22, 2005, the board of directors of ConAgra Foods adopted
amendments to the ConAgra Foods Non-qualified Pension Plan and the ConAgra Foods
Non-qualified CRISP Plan. The plans provide certain nonqualified benefits
related to the company's qualified benefit plans. Copies of the amended plans
are attached as exhibits and incorporated herein by reference. On September 22,
2005, the board of directors also terminated the ConAgra Foods Supplemental
Pension and CRISP Plan for Change of Control.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
At the annual meeting of stockholders held on September 22, 2005, the
stockholders of ConAgra Foods approved an amendment to Article VII of the
ConAgra Foods Certificate of Incorporation which phases out the present
three-year staggered terms of directors. The board of directors has also adopted
a corresponding change to Article III, Section 2 of the company's bylaws. The
new procedures will apply to all directors elected after the 2005 annual
meeting, including any current directors who are re-nominated after their
current terms expire. At each annual election of directors by the stockholders
held after 2005, the directors chosen to succeed those whose terms are then
expired will be elected by the stockholders for a one-year term.
The shareholders at the 2005 annual meeting also approved amendments to the
ConAgra Foods Certificate of Incorporation which eliminates the supermajority
voting provisions of Articles XIV and XV of the ConAgra Foods Certificate of
Incorporation. Article XIV and Article XV of the ConAgra Foods Certificate of
Incorporation required a supermajority stockholder vote to approve certain
transactions and business combinations with a significant stockholder.
The foregoing amendments to the ConAgra Foods Certificate of Incorporation
and the amendment to the company's bylaws are attached as exhibits and
incorporated by reference.
Item 8.01 Other Events
At the annual meeting of stockholders held on September 22, 2005, in
addition to approving the amendments to the Certificate of Incorporation
described under Item 5.03 above, the stockholders (i) elected Howard G. Buffett,
John T. Chain, Jr., Ronald W. Roskens and Kenneth E. Stinson as directors of the
Company, (ii) ratified the appointment of KPMG LLP as independent auditors for
fiscal 2006, and (iii) voted against three stockholder proposals which dealt
with animal welfare, genetically engineered products and a suspension of stock
grants for directors and senior executive officers.
On September 22, 2005, the board of directors approved a quarterly dividend
of $.2725 per share on common stock to be paid December 1, 2005 to stockholders
of record as of the close of business on November 1, 2005.
Item 9.01 Financial Statements and Exhibits
Exhibit 3.1 Amendments to ConAgra Foods Certificate of Incorporation
Exhibit 3.2 Amendment to ConAgra Foods Bylaws
Exhibit 10.1 ConAgra Foods Non-qualified Pension Plan as amended
Exhibit 10.2 ConAgra Foods Non-qualified CRISP Plan as amended
Exhibit 10.3 Agreement between ConAgra Foods and Bruce Rohde dated
September 22, 2005
SIGNATURES
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.
CONAGRA FOODS, INC.
Date: September 22, 2005 By: /s/ Owen C. Johnson
____________________________________
Name: Owen C. Johnson
Title: Executive Vice President,
Organization & Administration
and Corporate Secretary
EXHIBIT INDEX
Exhibit Description Page No.
Exhibit 3.1 Amendments to ConAgra Foods Certificate
of Incorporation
Exhibit 3.2 Amendment to ConAgra Foods Bylaws
Exhibit 10.1 ConAgra Foods Non-qualified Pension Plan as amended
Exhibit 10.2 ConAgra Foods Non-qualified CRISP Plan as amended
Exhibit 10.3 Agreement between ConAgra Foods and Bruce Rohde
dated September 22, 2005