CONAGRA BRANDS INC

Proposal 1: Election of Directors** (▶ page19)**

Our business is managed under the direction of the Board, and you are being asked to vote to elect the members of the Board to hold office until the Conagra Brands 2025 Annual Meeting of Shareholders, and until their successors have been elected and qualified. The Board hasnominated the 11 current directors, all listed below, 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. As a result of the Board’s robust refreshment processes, our Board currently includes 5 directors with fewer than 5 years of service on our Board (who joined our Board in 2021, 2022, and 2023) and the average tenure of our directors is 7 years. The following table provides a summary of certain information about our director nominees including the year each joined our board, current age, primary occupation, independence, committee membership, and service on the boards of other publicly-traded companies.

CONAGRA BRANDS 2024 PROXY STATEMENT 15

BOARD NOMINEE DEMOGRAPHICS SNAPSHOT

Our Board values diversity and through its nomination process strives to build a group of nominees that delivers diverse views, perspectives, backgrounds, and experiences.

BOARD SKILLS AND EXPERIENCE SNAPSHOT

When selecting nominees for our Board, our Nominating and Corporate Governance Committee has identified the below skills as relevant to our Company.

16 CONAGRA BRANDS 2024 PROXY STATEMENT

Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Provide for Officer Exculpation (▶ page 41)

Shareholders are being asked to vote on a proposed amendment to our Certificate of Incorporation to provide for exculpation of certain of our officers as permitted by law in light of recent amendments to Section 102(b)(7) of the Delaware General Corporation Law, effective April 1, 2022. The proposed amendment is consistent with Delaware law and:

Only permits limitation of officer liability for direct claims (not derivative claims made by shareholders)

Doesnot apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit

Would enhance the Company’s ability to attract and retain talented officers

The full text of the proposed Amended and Restated Certificate of Incorporation is attached as Appendix B hereto.

The Board believes that failing to adopt the proposed amendment could impact our ability to recruit and retain exceptional officer candidates.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation (▶ page 43)

Approve, on a nonbinding advisory basis (Say-on-Pay vote), the compensation paid to our named executive officers (NEOs). As more fully described in the “Compensation Discussion and Analysis” section of this Proxy Statement, for fiscal 2024, the Human Resources (HR) Committee established an executive compensation program that was designed to promote attainment of our fiscal 2024 operating plan and long-term goals.

In designing the 2024 fiscal year program, the HR Committee chose to include a mix of compensation types (salary, benefits, cash-based incentives, and equity-based awards) and a mix of performance periods (single-year and multi-year) to promote long-term, strategic decision-making. The HR Committee sought to provide a significant percentage of our CEO’s and NEOs’ compensation in the form of performance-based compensation with the greatest percentage of the performance-based opportunity in the form of long-term compensation payable in shares of our common stock. The HR Committee believes that the emphasis on stock-based compensation is the best method to align management interests with those of our shareholders and also to minimize the likelihood that our executives would be motivated to pursue overly risky initiatives or unsustainable results.

CONAGRA BRANDS 2024 PROXY STATEMENT 17

FISCAL 2024 COMPENSATION OPPORTUNITY MIX (AT TARGET)*

Proposal 4: Ratification of the Appointment of KPMG LLP as our Independent Auditor for Fiscal 2025 (▶ page 89)

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. Five different partners of KPMG have served as the lead audit partner for our account. The Audit / Finance Committee has appointed KPMG LLP as our independent auditors for fiscal 2025.

18 CONAGRA BRANDS 2024 PROXY STATEMENT