CONAGRA BRANDS INC.

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

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 23, 2026 · Filed Aug 11, 2026

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. (Conagra Brands, Conagra, or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on September 23, 2026 (the Annual Meeting). We began making our proxy materials available on August 11, 2026.
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 2027 Annual Meeting of Shareholders, and until their successors have been elected and qualified. The Board has nominated the below 11 listed nominees, all of whom currently serve on the Board, for election at the Annual Meeting. ·
· · · · · · · · · · · Standing Committee Membership · · # of Other Public Company Boards ·
· Name and Primary Occupation · · Age · · Director Since · · Independent · · Audit /Finance · · Human Resources · · Nominating & Corporate Governance · ·
		Anil AroraRetired CEOEnvestnet \| Yodlee	65	2018	✓			0
		John P. BrasePresident and CEOConagra Brands, Inc	58	2026				0
		Thomas “Tony” K. BrownRetired Group Vice President, Global PurchasingFord Motor Company	70	2013	✓			1
		George DowdieRetired Executive Vice President of Global Supply Chain Starbucks Corporation	71	2022	✓			0
		Francisco FragaEVP Chief Information Officer and Chief Technology Officer McKesson Corporation	53	2023	✓			0
		Richard H. LennyRetired Chair, President and CEOThe Hershey Company	74	2009	✓	*		1
		Melissa LoraRetired President, Taco Bell International, part of Yum! Brands, Inc.	64	2019	✓			1
		Ruth Ann MarshallRetired President of the Americas MasterCard International, Inc.	72	2007	✓			1
		John J. MulliganRetired COO Target Corporation	60	2026	✓			0
		Denise A. PaulonisPresident and CEOSally Beauty Holdings, Inc.	54	2022	✓			1
		Pietro SatrianoRetired CEOUS Foods	63	2026	✓			2

		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 2026 PROXY STATEMENT 7

	Effective following the Annual Meeting, the size of the Board will be reduced to 11 directors. 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.

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 39 and the executive compensation tables and related discussion beginning on page 59.Our executive compensation program supports our business strategy, reinforces accountability for performance, and drives long-term shareholder value creation. 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●align the interests of our executive officers with the long-term interests of our shareholders
	The Committee remains committed to a disciplined pay-for-performance philosophy and to sound governance practices. We take our shareholders’ perspectives seriously and continue to prioritize active engagement as an important element of our oversight. We remain committed to incorporating shareholder feedback as we evaluate and refine our compensation programs.

3	Ratification of the Appointment of KPMG LLP as our Independent Auditor for Fiscal 2027	✓
Our Board recommends that you vote FOR this proposal 3, the ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2027.
	You are being asked to ratify the Audit / Finance Committee’s appointment of KPMG LLP as our independent auditors for fiscal 2027, as more fully described starting on page 78. 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, six different partners of KPMG have served as the lead audit partner for the Company.

Our Board recommends that you vote AGAINST this proposal 4, a shareholder proposal seeking to limit the Board’s authority to authorize the issuance of “blank-check” preferred stock.

4	Shareholder Proposal to Limit Board Authority to Issue “Blank-Check” Preferred Stock	✘

CONAGRA BRANDS 2026 PROXY STATEMENT 8

You are being asked to vote on a shareholder proposal submitted by The Accountability Board, Inc. requesting that the Board adopt a policy requiring shareholder approval before issuing “blank-check” preferred stock, except for the ordinary business purposes of raising capital or making acquisitions and without an intent to effect a change in voting power, as more fully described starting on page 80. Board authority to issue “blank-check” preferred stock is a well-established, widely-adopted governance mechanism subject to existing safeguards under Delaware law. The proposed policy would limit the Board’s ability to act quickly in our shareholders’ best interest, introduce unnecessary uncertainty, and put the Company at a disadvantage to almost all of its peers whose boards have this authority.

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.