CONAGRA BRANDS INC
For the period ended Sep 18, 2024. Filed Aug 7, 2024.
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Sep 18, 2024 · Filed Aug 7, 2024
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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. )
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Check the appropriate box:
☐ Preliminary Proxy Statement
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☒ Definitive Proxy Statement
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Conagra Brands, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER
| | Conagra Brands, Inc.222 W. Merchandise Mart PlazaSuite 1300Chicago, 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 growthOur relentless focus on innovation, product quality, and portfolio reshaping has made us a substantially larger and more profitable businessApproximately 65% of our portfolio held or gained volume shareWe also delivered outstanding free cash flow1 | | | August 7, 2024Dear 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 1 Non-GAAP Financial Measure. See Appendix A to this Proxy Statement for more information and a reconciliation of Non-GAAP financial measures to the most directly comparable GAAP measure. |
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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 ConnollyPresident and Chief Executive Officer. |
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2 CONAGRA BRANDS 2024 PROXY STATEMENT
MESSAGE FROM OUR CHAIRMAN
| | Conagra Brands, Inc.222 W. Merchandise Mart PlazaSuite 1300Chicago, 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 cultureMr. Connolly has done a superb job transforming the company’s strategy, product portfolio, senior leadership, and culture | | | August 7, 2024Dear 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 riskThe 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 cultureIn 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. |
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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 managementIn 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 shareholdersYour 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 refreshmentBoard 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 outreachThe 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. LennyNon-Executive Chair of the Board of Directors. |
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4 CONAGRA BRANDS 2024 PROXY STATEMENT
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
Notice of 2024 Annual Meeting of Shareholders
Meeting Information
| When | | Where | | Record Date |
|---|---|---|---|---|
| Wednesday, September 18, 2024Noon CDT | | Online atwww.virtualshareholdermeeting.com/CAG2024 | | Shareholders of record of our common stock as of the close of business on July 25, 2024 are entitled to notice and to vote at the meeting |
Attend OnlineOnce 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 | |||||||
|---|---|---|---|---|---|---|---|
| 1 | Election of directors | Vote FOR ALL | 19 | ||||
| 2 | | Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation | | | Vote FOR | | 41 |
| 3 | | Advisory vote to approve named executive officer compensation | | | Vote FOR | | 43 |
| 4 | | Ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2025 | | | Vote FOR | | 89 |
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 7, 2024 |
CONAGRA BRANDS 2024 PROXY STATEMENT 5
TABLE OF CONTENTS
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