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CONAGRA BRANDS INC.

For the period ended Sep 23, 2026. Filed Aug 11, 2026.

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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 23, 2026 · Filed Aug 11, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Conagra Brands, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 Proxy Statement

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MESSAGE FROM OUR CHAIRMAN

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Message from Our Chairman

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“Over the past year, your Board took significant steps to ensure that Conagra is well positioned for long-term success. We completed a multi-year CEO succession plan, advanced our Board refreshment imperative, and prepared for new Committee leadership beginning in fiscal 2027.”

August 11, 2026Dear Fellow Shareholders,It’s my privilege to write to you as Independent Chair of the Board of Directors of Conagra Brands. Over the past year, your Board took significant steps to ensure that Conagra is well positioned for long-term success. We completed a multi-year CEO succession plan, advanced our Board refreshment imperative, and prepared for new Committee leadership beginning in fiscal 2027. The Board remains steadfast in its commitment to deliver superior shareholder value over the long-term.CEO SuccessionThe Board was pleased to welcome John Brase as Conagra Brands’ next President and Chief Executive Officer. John’s election was the culmination of a disciplined succession planning process. John brings to Conagra an impressive track record of delivering superior marketplace and financial performance. The independent Directors are looking forward to working with John and his management team to realize Conagra’s full potential.On June 1, 2026, John succeeded Sean Connolly, who led Conagra for more than a decade with distinction. Under Sean’s leadership, Conagra was transformed into a focused, branded, pure-play food company. He guided the Company through the pandemic, historic inflation, and supply chain disruptions while instilling a “refuse to lose” mindset that will remain part of our culture. On behalf of the entire Board, I thank Sean for his extraordinary contributions.Board Refreshment and TransitionContinuing our multi-year Board refreshment initiative, in February 2026, the Board appointed two new experienced independent directors: John Mulligan and Pietro Satriano. These appointments reflect our ongoing commitment to bringing critical skills, diverse perspectives, and strong leadership experience to the Company.The Board is confident that Conagra and its shareholders will benefit from both John's and Pietro's extensive leadership and corporate governance experience. Both directors have already contributed meaningfully to the Board's oversight and strategic discussions with management.At this year’s meeting, we will reduce our Board size to 11 members with the retirement of Manny Chirico, who has decided not to stand for re-election. The Board would like to acknowledge and thank Manny for his years of exemplary service to Conagra. We wish Manny the very best.Committee LeadershipThree changes were made to our committee leadership, beginning in September 2025, when Melissa Lora assumed the role of Chair of the Nominating and Corporate Governance Committee and Denise Paulonis became Chair of the Audit/Finance Committee. In June 2026, John Mulligan was named Chair of the Human Resources Committee (HRC) succeeding Ruth Ann Marshall. Ruth Ann chaired the HRC for 10 years and did an exceptional job in the critical areas of executive compensation and leadership development. The Directors and management thank Ruth Ann for her strong leadership of the HRC.

CONAGRA BRANDS 2026 PROXY STATEMENT 1

MESSAGE FROM OUR CHAIRMAN

These transitions further our long-term director succession plan, reflect the depth of talent on our Board, and demonstrate our commitment to rotating committee leadership to bring fresh perspectives to each area of oversight.Looking AheadThe food industry continues to evolve rapidly at both the consumer and retail levels. Conagra, with its strong focus on innovation, capitalizing on emerging consumer trends, is well positioned to compete and win. There are numerous opportunities to further leverage Conagra’s unique business system and its superior selling capabilities.With an engaged Board, John Brase’s leadership, and a competitively advantaged growth strategy, we’re confident that Conagra Brands is entering its next chapter from a position of strength.Final ThoughtsThe Company’s performance in Fiscal 2026 was below expectations—management’s, the Board’s, and yours. Regardless as to the reasons why, it’s our collective job to overcome whatever obstacles stand in the way of Conagra delivering top-tier performance. I’ll conclude where I began: the Board remains steadfast in its commitment to deliver superior shareholder value over the long term. We will work tirelessly in this pursuit.On behalf of the Board of Directors, I thank you for your continued investment in and support of Conagra Brands. We invite you to participate in our 2026 Annual Meeting of Shareholders, where you will have the opportunity to hear directly from us and to exercise your vote on the matters before you.Sincerely,Richard H. LennyIndependent Chair of the Board of Directors.

CONAGRA BRANDS 2026 PROXY STATEMENT 2

MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

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Message from Our President and Chief Executive Officer

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“I’m honored to lead the Company through its next chapter. My team and I will set clear priorities to simplify how we operate and build on the more than 100-year history of Conagra Brands, carefully adapting to the evolving needs of our customers and consumers.”

August 11, 2026

Dear Fellow Shareholders:

It’s been a brief time since I assumed the President and Chief Executive Officer roles at Conagra Brands on June 1, 2026, but I’ve already been able to meet many employees, customers, investors, partners and suppliers. Listening and learning have been my priorities, and what I’ve learned is that Conagra has a motivated, passionate team that is positioned to win. We also have an iconic portfolio of well-known brands that are staples in more than nine out of ten households in America.

I’ve worked in the consumer-packaged goods industry for more than 35 years, and the food industry continues to energize me, even with its current challenges. But reaching new heights will require a renewed focus on simplicity, prioritization, and consistency in our execution, as well as a willingness to take bold action. I recently identified four priorities that will guide us moving forward:

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Stabilize & Restore Margins​Increase Investments in Brands & Supply Chain​Simplify & Reduce Complexity​Rebalance Capital Allocation

While our recent results have fallen short of expectations in some areas, I’m confident we have a solid foundation to build upon. In fiscal 2026, we delivered full-year results within our original guidance ranges for organic net sales growth, adjusted operating margin, and adjusted earnings per share. In addition, our free cash flow conversion 1 was 119%, exceeding 100% for the third consecutive year, and we continued to reduce net debt 1 by nearly $1 billion during fiscal 2026. And finally, innovation remains central to how we strengthen our brands, compete in the marketplace, and stay relevant with consumers, as demonstrated by successful fiscal 2026 launches such as Banquet MEGA breakfast bowls, Slim Jim x Buffalo Wild Wings Chicken Sticks, Sweetwood Ranch Angus Sliders, Marie Callender’s Family Size Meals, and more.

CONAGRA BRANDS 2026 PROXY STATEMENT 3

MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

I’m honored to lead the Company through its next chapter. My leadership style is centered around authenticity, accountability, and transparency. My team and I will set clear priorities to simplify how we operate and hold ourselves accountable for delivering measurable progress. We will also build on the more than 100-year history of Conagra Brands, strategically adapting to the evolving needs of our customers and consumers.

I look forward to meeting with more investors in the coming months, and keeping you updated on our progress. I’d like to thank our employees for their focus during our leadership transition, and for their willingness to meet with me and share their opinions and experiences. I’m grateful for their trust and am confident that together, we will deliver value for our shareholders.

Sincerely,

John Brase

CEO, Conagra Brands, Inc.

CONAGRA BRANDS 2026 PROXY STATEMENT 4

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

Notice of 2026 Annual Meeting of Shareholders

Meeting Information

When​Where​Record Date
Wednesday, September 23, 2026Noon CDT​Online atwww.virtualshareholdermeeting.com/CAG2026​Shareholders of record of our common stock as of the close of business on July 29, 2026 are entitled to notice and to vote at the meeting

Attend OnlineOnce again, the 2026 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 2026 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/CAG2026. 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
1​ ​ ​Election of directors​ ​ ​✓​Vote FOR ALL​ ​ ​14
2​Advisory vote to approve named executive officer compensation​✓​Vote FOR​36
3​Ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2027​✓​Vote FOR​78
4​Shareholder proposal to limit Board authority to issue “blank-check” preferred stock​✘​Vote AGAINST​80

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.

​​​​Executive Vice President, General Counsel and Corporate Secretary​​
​By Order of the Board of Directors,Carey BartellExecutive Vice President, General Counsel and Corporate SecretaryAugust 11, 2026

CONAGRA BRANDS 2026 PROXY STATEMENT 5

TABLE OF CONTENTS

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