Conagra Brands : Fiscal 2024 Proxy Statement

Published: 2024-08-07 08:48:08 ET CAG

2024

Proxy Statement

Notice of Annual Meeting of Shareholders to be held Wednesday, September 18, 2024

Our Brands

P L A N T - B A S E D P R O T E I N

BIG CRUNCH!

FOREVER GLUTEN FREE

Visit ConagraBrands.com for a full list of our leading brands.

MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Conagra Brands, Inc.

222 W. Merchandise Mart Plaza

Suite 1300

Chicago, Illinois 60654

Message from Our President and Chief Executive Officer

We continued to deliver

across our key

performance metrics while investing in our business to position it for long-term, sustainable growth

Our relentless focus on

innovation, product quality, and portfolio reshaping has made us a substantially larger and more profitable business

Approximately 65% of our portfolio held or gained volume share

We also delivered

outstanding free cash

flow1

August 7, 2024

Dear Fellow Shareholders,

It is my pleasure to invite you to join the Conagra Brands, Inc. 2024 Annual Meeting of Shareholders. The Annual Meeting will include a brief company overview and business report, a discussion of and voting on matters described in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session.

In fiscal 2024, we navigated a challenging consumer environment to deliver solid results, sequential volume improvement, and share gains. We continued to deliver across our key performance metrics while investing in our business to position it for long-term, sustainable growth. I am pleased with the progress we have made, and the strength, resiliency, and adaptability of our business.

We reported a decline in net sales of 1.8% in fiscal 2024, reflecting the impact of the macro environment. Despite that decline, we continued our margin recovery while investing in our brands to maximize consumer engagement and drive sequential volume improvement. Over the long term, our relentless focus on innovation, product quality, and portfolio reshaping has made us a substantially larger and more profitable business.

The strength of our portfolio can also be seen in the share gains we delivered in fiscal 2024, as approximately 65% of our portfolio held or gained volume share against a backdrop of record inflation and challenging consumer trends. Our share performance is even stronger within our strategic Frozen and Snacks domains, where 80% of our brands have held or gained volume share.

Innovation remains a core component of our investment strategy, and we are pleased with the strong reception our 2024 launches have received in the marketplace, which we anticipate will continue to drive momentum in 2025. Our focus on brand investment and innovation was fueled by our successful cost savings and supply chain productivity initiatives while we increased our customer fulfillment service levels to 97%. We also delivered outstanding free cash flow.1 These efforts enabled us to further strengthen our balance sheet, including the reduction in our net leverage ratio1 to 3.37x, and increase dividends paid by 5.7% to $659 million.

Of course, none of this would have been possible without the hard work and dedication of our employees, and their commitment to doing what's right every day, for our business, for the communities we serve, and for our world. In fiscal 2024, we continued to make progress across our four Citizenship pillars: Good Food, Responsible Sourcing, Better Planet, and Stronger Communities, and I look forward every year to sharing the details of our progress

CONAGRA BRANDS 2024 PROXY STATEMENT 1

MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

We remain focused on driving volume recovery, fueled by our brand investments

in our Citizenship Report. I'm particularly proud of our employees in fiscal 2024 for volunteering more than 12,000 hours of their time in their local communities and for the way they came together to raise more than $500,000 to benefit the United Way, United Way member agencies, and other non-profits.

Looking to the future, we expect the consumer environment to gradually normalize as consumers continue to adapt. We remain focused on driving volume recovery, fueled by our brand investments. As we enter fiscal 2025, our track record of agility, execution, and resilience reinforces our confidence in our brands, plans, and people.

On behalf of our entire organization, thank you for your continued investment and support of Conagra Brands as we continue to drive value for our shareholders.

Sincerely,

Sean Connolly

President and Chief Executive Officer.

2 CONAGRA BRANDS 2024 PROXY STATEMENT

MESSAGE FROM OUR CHAIRMAN

Conagra Brands, Inc.

222 W. Merchandise Mart Plaza

Suite 1300

Chicago, Illinois 60654

Message from our Chairman

In addition to overseeing the Company's business strategy and performance, the Board spends time every year to thoroughly understand, assess, and support Conagra's culture

Mr. Connolly has done a superb job transforming the company's strategy, product portfolio, senior leadership, and culture

August 7, 2024

Dear Fellow Shareholders,

In fiscal 2024, Conagra's Board of Directors remained committed to performing at a high level in fulfilling its fiduciary responsibilities to shareholders. Provided below are key highlights and areas of focus for the Board from this past year:

Oversight of strategy and risk

The Board is fully engaged in oversight of the company's strategy, risk assessment, and risk mitigation plans. Management benefits from the independent directors' wide range of experience, capability, and insight when considering capital allocation alternatives, growth strategy, and portfolio opportunities. The Board follows an established cadence at both the committee and full board levels to understand existing and emerging risks and provide the proper guidance. This approach enables Conagra's risk mitigation efforts to be both broad- based and pragmatic.

Company culture

In addition to overseeing the Company's business strategy and performance, the Board spends time every year to thoroughly understand, assess, and support Conagra's culture. Sean Connolly and the leadership team set an exceptional "tone at the top." When employees observe their leaders operating with the highest levels of personal integrity and adhering to Conagra's core values, they are motivated to do the right things the right way.

The Board had numerous opportunities, both formal and informal, to engage with employees at various levels across the company throughout the year. These sessions enabled the Board to experience the Company's positive and dynamic culture in practice.

Succession planning

Mr. Connolly has served as Conagra's CEO for over nine years. He has done a superb job transforming the company's strategy, product portfolio, senior leadership, and culture.

Mr. Connolly wants to see the vision through to completion, thus enabling Conagra to be well-positioned for the future. The Board is in full agreement.

This was the Board's rationale for awarding to Mr. Connolly a multi-year performance and retention incentive award; 80% of the award is tied to specific business performance goals. Please refer to the Compensation Discussion and Analysis for a complete description of the award as well as key enhancements to the Company's executive compensation program.

The independent directors have initiated a comprehensive long-term CEO succession planning process. Working in conjunction with outside resources and input from the CEO and Chief Human Resources Officer, a disciplined approach is in place to identify and assess both internal and external candidates as potential CEO successors. At the appropriate time, we will be prepared.

CONAGRA BRANDS 2024 PROXY STATEMENT 3

MESSAGE FROM OUR CHAIRMAN

Conagra's Board of

Directors is well

positioned to provide effective governance, oversight, and guidance to management

In response to the

feedback from

shareholders, in May 2024,

the Board approved an

amendment to the

Company's Bylaws which

provides shareholders with the right to call a special meeting of Conagra's shareholders

Your Board of Directors, management team, and all 18,500 employees are steadfast in their commitment to delivering superior shareholder value over the long term

Board refreshment

Board refreshment, a multi-year undertaking, has been very effective in ensuring that Conagra's Board of Directors is well positioned to provide effective governance, oversight, and guidance to management.

Over the past five years, five independent directors have been added ̶each with a unique set of relevant skills and broad-based experiences. Each of these individuals have been additive to the Board's culture. The profile of the independent directors has changed dramatically: a) eight are diverse either in terms of gender, race, or ethnicity; b) new capabilities were added notably in cybersecurity, technology, and supply chain; and

c) average tenure is 7 years.

The Nominating and Corporate Governance Committee has started its succession planning for board leadership at both the committee and full board levels. This will ensure that well- qualified new leaders are ready as directors reach the mandatory retirement age of

75 years. Shareholder outreach

The Board initiated a shareholder outreach and engagement initiative following the 2023 annual meeting of shareholders. Management reached out to investors representing over 50% of our outstanding shares. The purpose of those discussions was to better understand shareholders' views on shareholders' rights, executive compensation, and other governance matters.

In response to the feedback from shareholders, in May 2024, the Board approved an amendment to the Company's Bylaws which provides shareholders with the right to call a special meeting of Conagra's shareholders. More details regarding shareholder responsive actions are included under "Shareholder Engagement and Responsiveness" in this Proxy Statement.

In closing, your Board of Directors, management team, and all 18,500 employees are steadfast in their commitment to delivering superior shareholder value over the long term. Thank you for your continued investment in Conagra's journey.

Sincerely,

Richard H. Lenny

Non-Executive Chair of the Board of Directors.

4 CONAGRA BRANDS 2024 PROXY STATEMENT

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Notice of 2024 Annual Meeting of Shareholders

Meeting Information

WhenWhere

Record Date

Wednesday,

Online at

Shareholders of record of our common stock as of

September 18, 2024

www.virtualshareholdermeeting.com/CAG2024

the close of business on July 25, 2024 are entitled

Noon CDT

to notice and to vote at the meeting

Attend Online

Once again, the 2024 Annual Meeting of Shareholders (Annual Meeting) of Conagra Brands, Inc. will be held in a virtual forum only with no physical location. The Annual Meeting will include a brief report on our business, a discussion of and voting on matters described in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session. We believe the virtual format is advantageous to the Company by reducing our costs and advantageous to our shareholders who are able to attend our meeting from anywhere in the world at no cost. To attend and participate in the Annual Meeting, you will need the

16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. You may also ask questions, vote online, and examine our shareholder list during the Annual Meeting by following the instructions provided at www.virtualshareholdermeeting.com/CAG2024. Please see "Additional Information about the Meeting" in this Proxy Statement for details regarding the Annual Meeting.

Items of Business

Proposal Number

Board Recommendation

Page Reference

Vote FOR ALL

Vote FOR

We will also transact any other business properly brought before the Annual Meeting, or any postponement or adjournment thereof.

Please carefully review the accompanying Proxy Statement which provides detailed information about the above matters to be considered at the Annual Meeting.

By Order of the Board of Directors,

Carey Bartell

Executive Vice President, General Counsel

and Corporate Secretary

August 7, 2024

CONAGRA BRANDS 2024 PROXY STATEMENT 5

TABLE OF CONTENTS

Table of Contents

Message from Our President and Chief Executive Officer

Message from the Chairman of Our Board

Notice of 2024 Annual Meeting of Shareholders

Meeting Information

Items of Business

About Conagra and This Meeting

Company Overview and Business Strategy

Fiscal 2024 Performance Highlights

Shareholder Engagement and Responsiveness

Our Culture

Citizenship Strategy Highlights

Proxy Materials

Voting

Forward-Looking Statements and Website Links

Proxy Voting Summary

Proposal 1: Election of Directors

Overview

Board Skills and Qualifications

Board Demographics

Director Refreshment

Director Nominees

Director Independence

Corporate Governance

Governance Highlights

Shareholder Engagement Strategy

Board Communication

Board Leadership Structure

Board Committees

Director Nomination Process

Risk Oversight

Board Self-Evaluation

Director Attendance

Director Compensation

Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Provide for Officer Exculpation

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

Frequently Searched Compensation Information

Executive Compensation Matters

Message from the Chair of our Human Resources

Committee

Our Response to Shareholder Feedback on Executive

Compensation

Compensation Discussion and Analysis

Compensation Committee Report

Executive Compensation

Summary Compensation Table-Fiscal 2024

Grants of Plan-BasedAwards-Fiscal 2024

Outstanding Equity Awards at Fiscal Year-End-

Fiscal 2024

Option Exercises and Stock Vested-Fiscal 2024

Pension Benefits-Fiscal 2024

Nonqualified Deferred Compensation-Fiscal

2024

Potential Payments Upon Termination or Change

of Control

CEO Pay Ratio

Pay Versus Performance

Proposal 4: Ratification of the

Appointment of KPMG LLP as our

Independent Auditors for Fiscal 2025

Engagement of Independent Auditors

Independent Accountant Fees

Audit / Finance Committee Pre-Approval Policy

Audit / Finance Committee Report

Information on Stock Ownership

Voting Securities of Directors, Officers, and Greater

than 5% Owners

Delinquent Section 16(a) Reports

Additional Information about the Meeting

Frequently Searched Information

Appendix A-Reconciliation of GAAP and

A-1

Non-GAAP Information

Appendix B-Proposed Amended and

Restated Certificate of Incorporation

B-1

6 CONAGRA BRANDS 2024 PROXY STATEMENT

ABOUT CONAGRA AND THIS MEETING

About Conagra and This Meeting

Company Overview and Business Strategy

Company Overview

Conagra Brands, Inc. (NYSE: CAG), referred to as Conagra Brands, Conagra, we, or the Company, is one of North America's leading branded food companies. We combine a 100-year history of making quality food with agility and a relentless focus on collaboration and innovation.

The Company's portfolio is continuously evolving to satisfy consumers' ever-changing food preferences. Conagra's brands include Birds Eye®, Duncan Hines®, Healthy Choice®, Marie Callender's®, Reddi-wip®, Slim Jim®, Angie's® BOOMCHICKAPOP®, and many more.

Headquarters

Chicago,

Illinois

Business Strategy

~18,500

Number of employees (as of May 26, 2024)

~$12.1B

Fiscal 2024

revenue

At Conagra, we aspire to have the most impactful, energized, and inclusive culture in food. We seek to build a diverse team that embraces debate to challenge marketplace and business conventions. We strive to be respected for our great brands, great food, great margins, and consistent results. Since 2016, we have been on a journey to architect a focused, branded, pureplay Conagra Brands by transforming our portfolio, enhancing our capabilities, and establishing an entrepreneurial culture to deliver consistent, superior performance.

Transform

Unwind

95 years of structure

and norms

Build

Infuse

Modernity, people, process,

capabilities and culture

Accelerate

Win

In the marketplace and the workplace

CONAGRA BRANDS 2024 PROXY STATEMENT 7

ABOUT CONAGRA AND THIS MEETING

Fiscal 2024 Performance Highlights

Demonstrating Resilience

During fiscal 2024, we continued to strategically invest in our brands to increase consumer engagement, which resulted in volume improvements and strengthening of our share position across key categories.

Net Sales

Earnings Per Share

Operating Margin

Operating Profit

(EPS)

$12.1B

$0.72

7.1%

$852.8M

Organic

Adjusted

Net Sales1

EPS1

Operating Margin1

Operating Profit1

$12.0B

$2.67

16.0%

$1.9B

Improved Efficiency, Stronger Cash Flow, Debt Reduction, and Continued Return of Capital to Shareholders

Our supply chain continued to deliver cost savings through its productivity initiatives, including increased materials, manufacturing, logistics, network, and product design efficiencies, resulting in a 3.9% reduction in costs as a percentage of our total costs of goods sold (COGS) in fiscal 2024, supporting our operating margin expansion. Additionally, we improved our customer fulfillment service levels to 97%, while reducing our inventory levels, which contributed to 5-day reduction in our cash conversion cycle, compared to fiscal 2023, and increased free cash flow1 in fiscal 2024. These successful supply chain productivity initiatives enabled us to further strengthen our balance sheet, as we reduced our net leverage ratio1 and increased capital returned to our shareholders.

Savings as

Service

Reduced Cash

% of COGS2

Levels2

Conversion Cycle

3.9% 97% Days

vs. FY 2023

$2,016

Net cash flow from

operating activities

$1,628

Free Cash Flow1

$659M

Cash Dividends Paid

3.37x

Net Leverage Ratio1

Continued Brand Building Investments

Throughout fiscal 2024, we continued to introduce new, on-trend products to the marketplace as part of our long-term innovation strategy. With solutions for every daypart, budget, and lifestyle, our innovation slate featured something for everyone, keeping existing consumers engaged while appealing to new consumers. We supported these new product launches with high-quality feature and display merchandising as well as targeted advertising. Our innovations spanned the Conagra portfolio, with successful new products from Marie Callender's®, Birds Eye®, Slim Jim®, Banquet®, Healthy Choice®, and Duncan Hines®. Our innovations expanded our brands and crossed categories with the introduction of Chef Boyardee® and Dolly Parton® to frozen and the launch of Wendy's® Chili, delivering the flavors consumers know and love to grocery stores.

8 CONAGRA BRANDS 2024 PROXY STATEMENT

Disclaimer

Conagra Brands Inc. published this content on 06 August 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 August 2024 12:47:08 UTC.