CONAGRA BRANDS INC.

For the period ended Sep 17, 2025. Filed Aug 6, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 17, 2025 · Filed Aug 6, 2025

CAG$15.24-1.7%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Voting Roadmap

Proxy Voting Roadmap
We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the Board) of Conagra Brands, Inc. of proxies to be voted at the Annual Meeting of Shareholders to be held on September 17, 2025 (the Annual Meeting). We began making our proxy materials available on August 6, 2025.
1	Election of Directors	✓
The Board of Directors recommends that you vote FOR each director nominee.

· Our business is managed under the direction of the Board, and, as more fully described starting on page 14, you are being asked to vote to elect the director nominees to hold office until the Conagra Brands 2026 Annual Meeting of Shareholders, and until their successors have been elected and qualified. The Board has nominated the below 10 listed nominees, all of whom currently serve on the Board, for election at the Annual Meeting. The Board believes that the combined nominee group reflects a broad range of skills, education, experiences, qualifications, age, tenure, and other characteristics that are valuable to our Company. ·
· · · · · · · · · · · Standing Committee Membership · · # of Other Public Company Boards ·
Name and Primary Occupation · Age · Director Since · Independent · Audit /Finance · Human Resources · Nominating & Corporate Governance
		Anil AroraSenior PartnerThe TIFIN Group	64	2018	✓		1
		Thomas “Tony” K. BrownRetired Group Vice President, Global PurchasingFord Motor Company	69	2013	✓		1
		Emanuel “Manny” ChiricoRetired Exec. Chairman and CEOPVH Corp.	68	2021	✓		1
		Sean M. ConnollyPresident and CEOConagra Brands, Inc.	59	2015			0
		George DowdieRetired Executive Vice President of Global Supply Chain Starbucks Corporation	69	2022	✓		0
		Francisco FragaEVP Chief Information Officer and Chief Technology Officer McKesson Corporation	52	2023	✓		0
		Richard H. LennyRetired Chair, President and CEOThe Hershey Company	73	2009	✓	*	1
		Melissa LoraRetired President, Taco Bell International, part of Yum! Brands, Inc.	63	2019	✓		1
		Ruth Ann MarshallRetired President of the Americas MasterCard International, Inc.	71	2007	✓		2
		Denise A. PaulonisPresident and CEOSally Beauty Holdings, Inc.	53	2022	✓		1

· Independent Chair of the Board · · · Committee Chair · · · Committee Member · · · Audit Committee Financial Expert
	*As Board Chair, Mr. Lenny is also deemed an ex-officio member of the Audit / Finance Committee, attending select meetings.

CONAGRA BRANDS 2025 PROXY STATEMENT 7

Our Board recommends that you vote FOR this proposal 2, on an advisory basis, to approve our named executive officer compensation.
2	Advisory Vote to Approve Named Executive Officer Compensation	✓
	You are being asked to vote on a non-binding advisory proposal to approve the compensation of our named executive officers as more fully described in the “Compensation Discussion and Analysis” in this proxy statement beginning on page 41 and the executive compensation tables and related discussion beginning on page 61.Our executive compensation program is aligned with our strategy, and fiscal year 2025 executive compensation was meaningfully tied to our financial performance. For fiscal year 2025, the compensation actually paid to our CEO reported in our pay versus performance table was 117% less than the total compensation reported in the Summary Compensation Table, reflecting the Company’s pay-for-performance alignment.Our executive compensation program is designed to:
	●reward performance●drive focus, engagement, and execution●support our business strategies●discourage excessive risk-taking	●make us competitive with other organizations for top talent, and●align the interests of our executive officers with the long-term interests of our shareholders

	RESPONSE TO 2024 SAY-ON-PAY VOTEOur Human Resources Committee responded to shareholder feedback by:●Retaining Free Cash Flow, which is key to our debt repayment goal, as a metric in the fiscal 2025 Annual Incentive Plan, in response to shareholder support to its introduction in fiscal 2024 ●Utilizing a three-year cumulative basis performance measurement period starting with the Performance Shares granted under our fiscal 2025 Long-Term Incentive (LTI) plan, replacing the year-over-year growth rate approach taken in recent years, responding to shareholder preference for longer-term goal setting●Introducing a relative Total Shareholder Return (TSR) payout modifier to the Performance Shares granted under our fiscal 2025 LTI plan, reflecting shareholder support of TSR metrics●Reaffirming the intention not to repeat the additional LTI value grant approach that was used in fiscal 2023 to address extraordinary circumstances that led to unearned performance awards and the commitment not to award any additional special grants to Mr. Connolly during his CEO tenure●Enhancing disclosure about our long-term CEO succession planning, reflecting shareholder interest

3	Ratification of the Appointment of KPMG LLP as our Independent Auditor for Fiscal 2026	✓
Our Board recommends that you vote FOR this proposal 3, the ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2026.
	You are being asked to ratify the Audit / Finance Committee’s appointment of KPMG LLC as our independent auditors for fiscal 2026, as more fully described starting on page 80. KPMG LLP has served as our independent auditor since fiscal 2006 providing KPMG with significant experience with our financial statements, processes, procedures, and financial controls. The Audit / Finance Committee evaluates and ensures the rotation of the lead audit partner at our independent auditor. As a result of planned rotations of KPMG’s lead partner for our account, five different partners of KPMG have served as the lead audit partner for the Company.

8 CONAGRA BRANDS 2025 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.