CONAGRA FOODS INC /DE/ (Form: 8-K, Received: 10/03/2006 07:07:57)

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 28, 2006

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)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

On September 28, 2006, the Board of Directors of ConAgra Foods, Inc. approved annual compensation of $500,000 for non-executive Chairman Steven Goldstone. The level of compensation was recommended by the Board’s Human Resources Committee (the “Committee”). Mr. Goldstone will receive no cash compensation, as the Committee determined to pay Mr. Goldstone the entirety of his designated compensation in options to acquire common stock of the Company. The Committee believes compensating Mr. Goldstone entirely in options closely aligns Mr. Goldstone’s interests with those of the shareholders. Mr. Goldstone is precluded from making open-market sales of the shares underlying those options until he ceases to be a director.

The total number of options granted to Mr. Goldstone by the Committee (81,168) was determined based on the Black-Scholes value (using assumptions consistent with those required by GAAP) of a stock option for a non-employee director of the Company as of the close of trading on the NYSE on September 28, 2006. The options have an exercise price of $24.54 per share, which is the closing market price of the Company’s common stock on September 28, 2006 (the date of grant), and expire ten years from the date of grant. A copy of the form of stock option agreement used to grant Mr. Goldstone’s options is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) The previously announced resignation from the Board of Directors of Mr. Howard Buffett became effective on September 28, 2006. In addition, the previously announced departure of Mr. Frank Sklarsky, Executive Vice President and Chief Financial Officer of the Company, will be effective on October 6, 2006. The information reported in Item 5.02(d) is incorporated herein by reference.

(c) Mr. John F. Gehring, age 45, the Company’s Senior Vice President and Controller, has been named acting Chief Financial Officer, effective October 7, 2006, while the Company performs its search for Mr. Sklarsky’s replacement. Mr. Gehring joined the Company in 2002 as Vice President of Internal Audit and became Senior Vice President in 2003. In July 2004, Mr. Gehring was named Senior Vice President and Controller. Prior to joining the Company, Mr. Gehring was a partner at Ernst & Young LLP (an accounting firm) from 1997 to 2001. Mr. Gehring is party to a change in control agreement with the Company, a description of which can be found in the Company’s proxy statement for its 2006 annual meeting of shareholders, filed with the Securities and Exchange Commission (the “Commission”) on August 18, 2006, and a copy of which has been previously filed with the Commission.

(d) Notwithstanding the Board’s ongoing declassification, which will be complete at the Company’s annual shareholders’ meeting in September 2008, the Company’s Restated Certificate of Incorporation and Bylaws require its three classes to contain, as nearly as possible, the same number of directors. In connection with Mr. Buffett’s departure from the Board, an unequal distribution of directors among the Board’s existing classes was created; the Class whose term expired in 2006 contained four members, the Class whose term expires in 2007 (the “2007 Class”) contained 5 members, and the Class whose term expires in 2008 (of which Mr. Buffett had been a member, the “2008 Class”)) contained 3 members. To equalize the classes in accordance with the Company’s constituent documents, effective upon the completion of the meeting of the Board of Directors held September 28, 2006, Mr. Steven Butler resigned from the 2007 Class and was appointed by the Board to the 2008 Class. The Board also eliminated the vacancy created in the 2007 Class. The Board’s classes are now each comprised of four members. Mr. Butler continues to serve as Chair of the Board’s Audit Committee and a member of its Executive Committee.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 28, 2006, the Board of Directors approved an amendment to the Company bylaws. The bylaw amendment updates the Boards’ processes related to the appointment of Company officers and aligns those processes with the Company’s new organizational structure. As amended, the Board remains responsible for appointing the Company’s executive officers, Corporate Secretary and Treasurer, as well as such additional officer positions as it deems appropriate. The Company’s Chief Executive Officer has been given the authority to appoint other officers.

A copy of the amendment of the bylaws is attached as Exhibit 3.1 and incorporated herein by this reference. A full restatement of the bylaws will be filed with the Company’s next Form 10-Q.

Item 8.01 Other Events

On September 28, 2006, the Board of Directors lowered the mandatory retirement age of directors by amending the Company’s Corporate Governance Principles to provide that no director may be nominated to a new term if he or she would be over age 72 at the time of election.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.

3.1	Amendments to Bylaws

10.1	Form of Stock Option Agreement for Non-Employee Directors (ConAgra Foods 2006 Stock Plan)

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: October 3, 2006	By: /s/ Colleen Batcheler
	Name: Colleen Batcheler
	Title: Vice President, Chief Securities
	Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit

Description

Page No.

3.1	Amendments to Bylaws

10.1	Form of Stock Option Agreement for Non-Employee Directors (ConAgra Foods 2006 Stock Plan)

Exhibit 3.1

ConAgra Foods, Inc.

Amendments to By-Laws

Article II, Section 1 has been revised in its entirety to read as follows (no other changes to Article II have been approved):

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meetings. The annual meeting of the stockholders shall be held on a date and at an hour determined by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.

Article IV has been revised in its entirety to read as follows:

ARTICLE IV

OFFICERS

Section 1. Number and Status . The Board of Directors will elect a chairman of the Board of Directors, may elect a vice-chairman of the Board of Directors, and may elect such honorary (non-voting) directors as deemed advisable. The elected officers of ConAgra shall consist of the Chief Executive Officer (CEO) who shall also carry the legal title of president; the Executive Officers of the Company; a Secretary; a Treasurer; and such other officers as the Board determines to elect. The CEO shall be nominated and elected by the Board of Directors. Other elected officers shall be nominated by the CEO and elected by a majority of the Board of Directors. Subject to the provisions of this By-Law, the CEO may appoint the following officers: any vice presidents (including executive vice presidents and senior vice presidents), any assistant secretaries, any assistant treasurers, presidents and other officers of subsidiary corporations or business units, and such other officers and agents as he or she may deem necessary.

Section 2. Election and Term of Office . The officers of ConAgra to be elected by a majority of the Board of Directors shall be elected and confirmed annually at a meeting of the Board of Directors. Each officer, whether elected by the Board or appointed by the CEO, shall hold office until the officer's death, or resignation, or removal in the manner hereinafter provided.

Section 3. Removal . Officers elected by the Board of Directors may be removed at any time by a majority vote of the Board of Directors, or by the CEO with such action to be affirmed by a majority vote of the Board of Directors. Appointed officers may be removed from office by the CEO or any officer designated by the CEO to have such authority. The acceptance of office by an officer shall constitute acceptance of this provision.

Section 4. Vacancies . A vacancy in any elected office because of death, resignation, removal, disqualification or otherwise, shall be filled by a majority vote of the Board of Directors for the unexpired portion of the term. The CEO may fill vacancies of other officers.

Section 5. Chairman of the Board of Directors . The chairman of the Board of Directors shall preside at all meetings of stockholders and the Board of Directors, and shall have such other duties as may be assigned by resolution of the Board of Directors.

Section 6. Vice Chairman of the Board of Directors . The vice chairman of the Board of Directors, if any, may preside at meetings of the Board of Directors in the absence of the chairman of the Board of Directors and the CEO, and shall have such other duties as may be assigned by resolution of the Board of Directors.

Section 7. Chief Executive Officer (CEO) . Subject to the authority of the Board of Directors, the Chief Executive Officer (who shall also carry the legal title of president) shall be the highest ranking management officer of ConAgra, lead its business affairs and perform all duties incident to the office of chief executive. The CEO shall preside at all meetings of the stockholders and of the Board of Directors in the absence of the chairman of the Board of Directors. The CEO (as president) may sign with the Secretary or any other appropriate officer, certificates for shares of ConAgra; and may sign (or authorize a designee to sign) deeds, mortgages, bonds, contracts, or other instruments within authority granted by the Board of Directors (except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of ConAgra). The CEO shall assign job duties, responsibilities, and authorities to other officers of ConAgra, or designate others to do so. In the event of the CEO's inability to serve, CEO duties shall be temporarily fulfilled, pending action by the Board of Directors, first by the Chairman of the Board, or next in line by the Chairman of the Executive Committee, or next by the Chairman of the Audit Committee, or next by the Chairman of the Compensation Committee.

Section 8. Vice Presidents . Each ConAgra vice president shall perform such duties and have such responsibility and authority as from time to time may be assigned by the CEO, Board of Directors or officer to whom the Vice President reports.

Section 9. The Secretary . The Secretary shall: (a) keep the minutes of the stockholders' meetings and of the Board of Directors' meetings; (b) see that all notices are fully given in accordance with the provisions of these By-Laws or required by law; (c) be custodian of ConAgra minutes and of the seal of ConAgra; (d) sign certificates for shares of ConAgra, the issuance of which shall have been authorized by resolution of the Board of Directors; (e) supervise activities of transfer agents and registrars; and (f) in general perform duties incident to the office of the Secretary as from time to time may be assigned by the CEO, Board of Directors or officer to whom the Secretary reports.

Section 10. The Treasurer . The Treasurer shall perform duties incident to the office of the Treasurer in accordance with these By-Laws, and shall perform such other duties as, from time to time, may be assigned by the CEO, Board of Directors, or officer to whom the Treasurer reports.

Section 11. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the CEO, Board of Directors or officer to whom the individual reports.

Section 12. Salaries . The salaries of the elected and confirmed officers shall be fixed from time to time by the Board of Directors or by those so authorized by the Board of Directors. No officer shall be prevented from receiving a salary by reason of the fact that such person is also a director of ConAgra.

Article VI, Section 1 has been revised in its entirety to read as follows (no other changes to Article VI have been approved):

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares . Certificates representing shares of ConAgra shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the Chairman, President, or an Executive Vice President and by the Secretary or an Assistant Secretary, except that the signatures of any such Chairman, President, Executive Vice President, Secretary or Assistant Secretary may be facsimiles, engraved or printed. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of ConAgra. All certificates surrendered to ConAgra, or its agent, for transfer shall be canceled and a new certificate shall be issued only after the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to ConAgra as the Board of Directors may prescribe.

Article VII, Section 5 has been revised in its entirety to read as follows (no other changes to Article VII have been approved):

ARTICLE VII

INDEMNIFICATION AND ADVANCEMENT

Section 5. Advance of Expenses . Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by ConAgra in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by ConAgra as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Exhibit 10.1

STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS

CONAGRA FOODS 2006 STOCK PLAN

This Stock Option Agreement, hereinafter referred to as the "Option" or the "Agreement" is made on the __ day of _____________, 200_, between ConAgra Foods, Inc., a Delaware Corporation (the "Company") and the Optionee.

1. Grant of Option . The Company hereby grants an Option on shares of the Company's common stock ("Common Stock") to the Optionee, as follows:

Optionee:

Social Security Number:

Number of Shares:

Exercise Price Per Share: $_____

Date of Grant: ______________, 200_

Plan Name: ConAgra Foods 2006 Stock Plan (the “Plan”)

Type of Option: Non-statutory

IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed effective as of the date first written above. The Company and the Optionee acknowledge that this Agreement includes five pages including the first page. The Optionee acknowledges reading and agreeing to all five pages and that in the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. Capitalized terms used herein without definition have the meaning set forth in the Plan.

CONAGRA FOODS, INC.		OPTIONEE
By
	Date		Date

2. Exercise of Option . Subject to the provisions of any insider trading agreement that may be in place between Optionee and the Company (an “Insider Trading Agreement”), this Option shall be exercisable beginning 180 days after the date of this Agreement, and ending on the day preceding the tenth anniversary of the date of this Agreement, all in accordance with the terms of this Agreement and the Plan. If the Optionee should die prior to the end of the ten year term of this Option, within such ten year term this Option may be exercised by any beneficiary designated by Optionee or, in the absence of such a designation, the surviving spouse of Optionee, if any, or otherwise by the estate of the Optionee.

(a) Method of Exercise . This Option shall be exercisable by a written notice which shall state the election to exercise the Option, identify the portion of the Option being exercised and be accompanied by such additional information and documents as the Company in its discretion may prescribe. The purchase price of any shares with respect to which the Option is being exercised shall be paid by one or any combination of the following: check, wire transfer, certified or cashier’s check, delivery of shares of Common Stock of the Company at fair market value in accordance with Section 6.4 of the Plan, or (subject to the provisions of any Insider Trading Agreement) by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion thereof) acquired upon exercise of the Option and remitting to the Company a sufficient portion of the sale proceeds to pay both the entire exercise price and amounts owed under Section 2(c) of this Agreement.

(b) Restrictions on Exercise . As a condition to his/her exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

(c) Payment of Taxes Upon Exercise . As a condition of the issuance of shares hereunder, the Optionee agrees to remit to the Company at the time of exercise of this Option any

taxes required to be withheld by the Company under Federal, state or local law as a result of the exercise. The Optionee may instruct the Company to make an appropriate reduction of the number of shares to be delivered to the Optionee upon exercise in order to satisfy the minimum statutory tax withholding amount permissible.

3. Non-Transferability of Option . This Option may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution), nor may the Optionee enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the option by using puts, calls or similar financial techniques. This Option may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option shall be binding upon the beneficiaries, executors, administrators, heirs, successors and assigns (“Successors”) of the Optionee.

4. Stock Subject to the Option . The Company will not be required to issue or deliver any certificate or certificates for shares to be issued hereunder until such shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange on which outstanding shares of the same class are then listed and until the Company has taken such steps as may, in the opinion of counsel for the Company, be required by law and applicable regulations, including the rules and regulations of the Securities and Exchange Commission, and State Securities Laws and Regulations, in connection with the issuance or sale of such shares, and the listing of such shares on each such exchange. The Company will use its best efforts to comply with any such requirements.

5. Rights as Stockholder . The Optionee or his/her Successors shall have no rights as a stockholder with respect to any shares covered by this Option until the Optionee or his/her Successors shall have become the beneficial owner of such shares, and, except as provided in Section 6 of this Agreement, no adjustment shall be made for dividends or distributions or other

rights in respect of such shares for which the record date is prior to the date on which the Optionee or his/her Successors shall have become the beneficial owner thereof.

6. Adjustments Upon Changes in Capitalization; Change in Control . In the event of any Common Stock dividend or Common Stock split, recapitalization (including, without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares or similar corporate transaction or event involving the Company, the Committee shall make equitable adjustment in the number of shares subject to this Option and adjustment in the per share Option Price, provided, however, that no fractional share shall be issued upon subsequent exercise of the Option and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. The provisions of Section 12.5 of the Plan related to any “Change of Control” (as defined in the Plan) are applicable to this Agreement.

7. Notices . Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Omaha, Nebraska, attention to Compensation. Each notice to the Optionee or any other person or persons entitled to exercise the Option shall be addressed to the Optionee's address. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to the effect.

8. Benefits of Agreement . This Agreement shall inure to the benefit of and be binding upon each successor of the Company. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee's heirs, legal representatives and successors. This Agreement and the Plan shall be the sole and exclusive source of any and all rights which the Optionee, his heirs and legal representatives or successors may have in respect to the Plan or this Agreement.

9. Resolution of Disputes . Any dispute or disagreement which should arise under or as a result of or in any way relate to the interpretation, construction or application of this Agreement will be determined by the Committee. Any determination made hereafter shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.

10. Amendment . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Optionee under this Agreement without the Optionee's consent.