CONAGRA BRANDS INC. 8-K

What Happened
Conagra Brands, Inc. (CAG) filed an 8-K reporting that on February 18, 2026 its Board increased from 11 to 12 directors and appointed John Mulligan and Pietro Satriano as non-employee directors, effective immediately. Mr. Mulligan will join the Human Resources and Nominating & Corporate Governance Committees; Mr. Satriano will join the Audit/Finance Committee and has been designated “financially literate” under SEC rules. The Board determined both are independent under NYSE standards and the company’s governance policies.

Key Details

• Board size increased from 11 to 12 directors, appointments effective February 18, 2026.
• Each new director will receive restricted stock units (RSUs) with a value of approximately $60,000, to be granted on March 2, 2026; number of RSUs based on the 30-trading-day average closing price before the grant date.
• Messrs. Mulligan and Satriano will receive prorated cash retainer and prorated annual equity awards for fiscal 2026 and are eligible for other non-employee director compensation described in Conagra’s Aug 6, 2025 proxy.
• The company reported no related-party transactions requiring disclosure and said neither appointment arose from any arrangement with the company or others.

Why It Matters
Board appointments affect corporate governance and oversight. Adding two independent directors — one with Audit/Finance Committee membership and SEC-recognized financial literacy — may strengthen financial oversight and governance practices. The immediate cost impact is modest (prorated retainers plus ~$60,000 in RSUs per director); there were no disclosed related-party concerns. Investors monitoring board composition, committee expertise, or governance changes should note these updates.