Lamb Weston Holdings Inc
For the period ended May 26, 2024. Filed Aug 9, 2024.
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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.
May 26, 2024 · Filed Aug 9, 2024
Contents
PROXY STATEMENT SUMMARY
In this Proxy Statement, “we,” “us,” “our,” “Company” and “Lamb Weston” refer to Lamb Weston Holdings, Inc.
This summary highlights select information contained elsewhere in this Proxy Statement. This is not a complete description, and you should read the entire Proxy Statement carefully before voting.
ANNUAL MEETING
| Time and Date | 8:00 a.m. MDT on Thursday, September 26, 2024 |
|---|---|
| Place | Lamb Weston Holdings, Inc., 533 S. Rivershore Lane, Eagle, Idaho 83616 |
| Record Date | July 29, 2024 (the “Record Date”) |
| Voting | Stockholders as of the Record Date are entitled to one vote per share of our common stock on each matter to be voted upon at the Annual Meeting |
| Admission | You must register in advance in order to attend the Annual Meeting by following the registration instructions described in Question 18 under “Procedural Matters and Frequently Asked Questions” in this Proxy Statement |
VOTING ITEMS AND BOARD RECOMMENDATION
| Voting Item · Board Recommendation · Page Reference | |||
|---|---|---|---|
| Item 1 – | Election of Directors | For all nominees | 3 |
| Item 2 – | Advisory Vote to Approve Executive Compensation | For | 16 |
| Item 3 – | Ratification of the Selection of KPMG LLP as Independent Auditors for Fiscal Year 2025 | For | 17 |
| Item 4 – | Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law | For | 18 |
We will also transact any other business that properly comes before the Annual Meeting.
BOARD OF DIRECTORS
The table below provides summary information about each director nominee as of July 29, 2024.
| Name | Age | DirectorSince | Occupation and Experience | Independent | Audit & Finance | Comp & HC | N&CG |
|---|---|---|---|---|---|---|---|
| Peter J. Bensen | 62 | 2017 | President, Bensen LLC | Yes | X | ||
| Charles A. Blixt | 72 | 2016 | Principal, C&D Ventures | Yes | X | Chair | |
| Robert J. Coviello | 56 | 2020 | Chief Sustainability Officer and Government Affairs, Bunge Global SA | Yes | X | ||
| Rita Fisher | 54 | 2023 | Chief Information Officer and EVP, Supply Chain, Reynolds Consumer Products Inc. | Yes | X | ||
| André J. Hawaux | 63 | 2017 | Former EVP and Chief Operating Officer, DICK’S Sporting Goods, Inc. | Yes | Chair | ||
| W.G. Jurgensen (Chairman) | 72 | 2016 | Former Chief Executive Officer and Director, Nationwide Financial Services, Inc. | Yes | |||
| Hala G. Moddelmog | 68 | 2017 | President and Chief Executive Officer, Woodruff Arts Center | Yes | X | X | |
| Robert A. Niblock | 61 | 2020 | Former Chairman of the Board, President and Chief Executive Officer, Lowe’s Companies, Inc. | Yes | X | X | |
| Maria Renna Sharpe | 65 | 2016 | Managing Principal, Sharpe Human Solutions, LLC | Yes | Chair | X | |
| Thomas P. Werner | 58 | 2016 | President and Chief Executive Officer, Lamb Weston | No | |||
EXECUTIVE COMPENSATION SUMMARY
Consistent with the provisions of Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) and related U.S. Securities and Exchange Commission (“SEC”) rules, we are asking our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, or NEOs (as defined under “Compensation Discussion and Analysis” below). This “say-on-pay” vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our NEOs as described in this Proxy Statement.
Our executive compensation program is designed to encourage and reward behavior that promotes attainment of annual and long-term Lamb Weston goals and sustainable growth in value for our stockholders. The Compensation and Human Capital Committee (the “Compensation Committee”) of our Board of Directors (the “Board”) believes that the program should accomplish the following objectives:
provide a competitive total compensation opportunity to recruit, retain and motivate talented executives who drive our success;
encourage achievement of strategic and financial objectives and creation of stockholder value;
integrate and balance annual and long-term performance;
align executives’ interests with stockholders’ interests;
manage cost and share dilution; and
ensure compensation plans do not encourage inappropriate risk taking.
As described in further detail under “Compensation Discussion and Analysis” below, consistent with these objectives, our compensation program has been designed with a view toward linking a significant portion of the compensation of each NEO to Company performance and the growth in the value of Lamb Weston. Please read “Compensation Discussion and Analysis” and “Executive Compensation Tables” in this Proxy Statement for additional details about our executive compensation program, including information about our NEOs’ fiscal year 2024 compensation.
AUDITORS
As a matter of good governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending May 25, 2025.
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
Delaware recently amended certain provisions of the Delaware General Corporation Law to permit Delaware corporations to eliminate or limit the personal liability of officers for monetary damages associated with claims of breach of the duty of care in certain instances. The Board has determined that it is in the best interests of the Company and its stockholders to amend the Company’s Amended and Restated Certificate of Incorporation to provide for such officer exculpation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.