Lamb Weston Holdings Inc

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 Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

Lamb Weston Holdings, 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 all boxes that apply):

Lamb Weston Holdings, Inc.599 S. Rivershore Lane Eagle, Idaho 83616

August 9, 2024

Dear Fellow Stockholder:

We are pleased to invite you to our Annual Meeting of Stockholders to be held on Thursday, September 26, 2024 at 8:00 a.m. Mountain Daylight Time at our offices at 533 S. Rivershore Lane, Eagle, Idaho.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement provide details about the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by telephone, by Internet or by signing, dating and returning your proxy card by mail. As always, we encourage you to vote your shares prior to the Annual Meeting.

Thank you for your support and interest in Lamb Weston.

Sincerely,

LAMB WESTON HOLDINGS, INC.

599 S. Rivershore Lane

Eagle, Idaho 83616

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time

Thursday, September 26, 2024

8:00 a.m. Mountain Daylight Time

Place

Lamb Weston Holdings, Inc.

533 S. Rivershore Lane

Eagle, Idaho 83616

If you attend the Annual Meeting, you will be asked to present a valid form of government-issued photo identification and an admission ticket or bank/brokerage statement to confirm stock ownership as of the record date.

Whether or not you plan to attend, please be sure to vote your shares by proxy. As always, we encourage you to vote your shares prior to the Annual Meeting. It is important that your shares be represented.

Items of Business

•To elect as directors the director nominees named in the Proxy Statement

•To hold an advisory vote to approve the compensation of our named executive officers

•To ratify the selection of KPMG LLP as our independent auditors for fiscal 2025

•To approve an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law

•To transact any other business properly presented at the Annual Meeting

Who May Vote

Stockholders of record as of the close of business on July 29, 2024 are entitled to notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof.

August 9, 2024

Phuong T. Lam

Vice President and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUALMEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 26, 2024Our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended May 26, 2024 are available at www.proxyvote.com. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K unless you specifically request a copy. You may request a paper copy by following the instructions on the Notice of Internet Availability of Proxy Materials.We began making our proxy materials first available on August 9, 2024.

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