Conagra Brands (CAG) PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

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		Conagra Brands, Inc.
		222 W. Merchandise Mart Plaza
		Suite 1300
		Chicago, Illinois 60654

August 10, 2022

Dear Shareholders,

I am pleased to invite you to join us for the Conagra Brands Annual Meeting of Shareholders, or the Annual Meeting, which will be held on Wednesday, September 21, 2022, at 11 a.m. CDT. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CAG2022.

We will be holding the Annual Meeting virtually again this year. We have found that hosting a virtual Annual Meeting enables greater shareholder access, attendance and participation, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces costs. The Annual Meeting will include a brief report on our business, a discussion of and voting on matters described in the Notice of 2022 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session.

Looking back, fiscal 2022 was a year of continued volatility and dynamic conditions in which inflation, supply chain challenges, and world events all contributed to a challenging external environment. I’m proud that our dedicated Conagra team was able to remain focused on delivering innovation, value, and superior products to create lasting connections between consumers and our brands. As a result, we continued to deliver strong top-line growth, both in the absolute and relative to our peers, as we grew share versus the competition across our key product categories, and continued to invest in the long-term health of our business. We remain confident that our customers and consumers recognize the superior relative value of our products and that our business will continue to perform well in these dynamic times. With fiscal year 2023 now underway, we are well-positioned to weather any coming storms and keep driving toward the bright future on the horizon.

On behalf of our entire organization, I thank you for your shared confidence that Conagra Brands continues to be a compelling investment opportunity.

Sincerely,

Sean Connolly

President and Chief Executive Officer

Notice of 2022 Annual Meeting of Shareholders

ITEMS OF BUSINESS

Carey Bartell

Executive Vice President, General Counsel

and Corporate Secretary

August 10, 2022

Table of Contents

Proxy Statement

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors of Conagra Brands, Inc. (referred to as Conagra Brands, Conagra or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on September 21, 2022 (the 2022 Annual Meeting). We began making our proxy materials available to shareholders on or about August 10, 2022.

Conagra Brands At a Glance

This summary highlights some of the information contained in this proxy statement. You should read the entire proxy statement before voting.

Our Company

Conagra Brands (NYSE: CAG), headquartered in Chicago, is one of North America’s leading branded food companies. Guided by an entrepreneurial spirit, the Company combines a rich heritage of making great food with a sharpened focus on innovation. The Company’s portfolio is evolving to satisfy people’s changing food preferences. Its iconic brands such as Birds Eye^®, Duncan Hines^®, Healthy Choice^®, Marie Callender’s^®, Reddi-wip^®, and Slim Jim^®, as well as emerging brands, including Angie’s^® BOOMCHICKAPOP^®, Duke’s^®, Earth Balance^®, Gardein^®, and Frontera^®, offer choices for every occasion.

Our Vision

At Conagra, we aspire to have the most impactful, energized, and inclusive culture in food. We seek to build a diverse team that embraces debate to challenge marketplace and business conventions. We strive to be respected for our great brands, great food, great margins, and consistent results.

By the Numbers

Fiscal 2022 Highlights

For Conagra Brands, fiscal 2022 was a year of continued volatility and dynamic conditions in which inflation, supply chain challenges, and world events all contributed to a challenging external environment. However, Conagra was able to remain focused on delivering innovation, value, and superior products to create lasting connections between consumers and our brands. As a result of taking decisive actions throughout the year, we continued to deliver strong top-line growth, both in the absolute and relative to our peers, as we grew share versus the competition in each our key product categories, and continued to invest in the long-term health of our business. We remain confident that our customers and consumers recognize the superior relative value of our products, and that our business will continue to perform well in these dynamic times.

Ultimately, we delivered results consistent with our adjusted guidance for the fiscal year.

Specific performance highlights from fiscal 2022 include the following:

Investing in Our Culture: Our vision is to have the most impactful, energized, and inclusive culture in food. We believe that a diverse team and inclusive culture are key enablers of shareholder value creation. During fiscal 2022, we continued our work to deliver against our vision. Our Diversity and Inclusion Leadership Council, comprised of our Chief Executive Officer (CEO), his Senior Leadership team, and members of our Human Resources team continued to expand and refine our diversity and inclusion (or “D&I”) strategy, track our progress, and advance execution of our D&I goals.

The Council executed the company’s plan to focus on recruiting, advocating for, and developing diverse talent. The Council and the company re-affirmed the following goals for expanding diversity in our organization:

In support of the achievement of our goals, we undertook a variety of initiatives in fiscal 2022, including:

Fiscal 2020—2022

We maintain a long-term strategic plan at Conagra and strive to set rolling three-year financial targets that the HR Committee of our Board can incorporate into long-term incentive compensation plans for our most senior executives. The three-years ending with fiscal 2022 were far more dynamic than originally expected. We initially focused fiscal 2020 on integrating the Pinnacle Foods, Inc. (Pinnacle) business and delivering turn-around plans for several large brands acquired in the Pinnacle transaction. However, by the end of the third quarter of fiscal 2020, the COVID-19 pandemic had introduced new challenges. During fiscal 2021, we rose to the challenge of the COVID-19 pandemic, and delivered for our consumers, customers, and shareholders while keeping our employees safe. We expected fiscal 2022 to be focused on navigating increased supply chain challenges posed by the pandemic and meeting increased customer and consumer demand driven by sustained elevated levels of at-home dining. However, fiscal 2022 introduced the additional challenges of historic and persistent inflation and supply chain headwinds stemming from geopolitical turmoil. In response to these challenges, we invested in our supply chain operations and successfully implemented inflation-driven pricing, while continuing to invest in our innovation pipeline.

As a result of our team’s agility and results-orientation over the last three years, we believe that we enter fiscal 2023 with a solid foundation from which to continue to deliver for investors.

Fiscal 2022 Compensation

For fiscal 2022, the HR Committee established an executive compensation program that was designed to promote attainment of our fiscal 2022 operating plan and fiscal 2022 to 2024 long-term goals. More specifically, the program contained the following elements:

In designing the program, the HR Committee chose to include a mix of compensation types (salary, benefits, cash-based incentives, and equity-based incentives) and a mix of performance periods (single year and multi-year) to promote long-term, strategic decision-making. This approach was also intended to minimize the likelihood that our executives would be motivated to pursue overly risky initiatives or unsustainable results.

As more fully described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Committee considered the positive business outcomes described above in determining final payouts under our incentive programs with performance periods concluding in fiscal 2022. The HR Committee further considered the importance of maintaining employee motivation and the impact that payouts under our fiscal year 2022 annual incentive plan might have on Conagra’s ability to retain and reward those employees necessary to help Conagra meet its financial and business objectives; the many operational and strategic accomplishments during fiscal 2022 in the face of evolving and dynamic challenges; and management’s decisive actions to partially mitigate the negative impacts of various external factors that were generally outside management’s control, including unexpected historic levels of input cost inflation and elevated supply chain operating costs that drove operating results to deviate from the plan. In light of these many considerations, the Committee applied an additional discretionary [        ]% increase to the payout under the fiscal year 2022 annual incentive plan pursuant to the original design of the plan. Our CEO and other senior executives named in this Proxy Statement received [        ] target payouts under the fiscal 2022 annual incentive plan and no payout under the fiscal 2020 to fiscal 2022 cycle of the long-term performance share plan.

The Committee believes that its fiscal 2022 compensation decisions appropriately reflect its pay-for-performance philosophy.

Voting Recommendations

At the 2022 Annual Meeting of Shareholders, we are asking shareholders to vote on the following items:

Our Corporate Citizenship

Our Environmental and Social Responsibility

At Conagra, we believe that when our people, our communities, and the environment are nourished and thriving, so are we. As a result, we take a strategic approach to corporate citizenship. We focus our efforts on the topics we believe are most material to the food industry, to our business, and to our stakeholders: Good Food, Better Planet, Responsible Sourcing, and Stronger Communities.

A few highlights of our work follow.

Good Food

Consumers around the globe are increasingly focused on the sustainability of their diets. Conagra recognizes the Food and Agriculture Organization of the United Nations’ definition of sustainable diets, which takes into consideration the nutritional value, cultural context, and economic, social, and environmental impacts of consumer food choices. As part of our ongoing effort to promote the adoption of sustainable diets in the markets we serve, Conagra offers a variety of products made with plant protein. Plant-based brands and platforms are now significant parts of our business; in fiscal 2021, Conagra’s total ingredient buy by volume was approximately 79% plant-based. In October 2021, Conagra was acknowledged for our work in this area, receiving recognition by FAIRR as the top-ranked U.S. company in efforts to diversify toward more sustainable proteins.

Our 2030 greenhouse gas emissions goals supplement the work we’ve been doing for years. Since 2009, Conagra has decreased our carbon footprint by nearly 300,000 metric tons.

Water Conservation – Our water conservation projects have conserved 3.6 billion gallons of water since 2009, including 64 million gallons of water in fiscal 2022. During fiscal 2022, more than 85% of our operational water came from areas on the lower end of the World Resources Institute water risk spectrum.

Zero Waste - In fiscal 2022, ten of our manufacturing facilities diverted more than 95% of waste materials from landfills through recycling and other innovative waste reduction measures.

A key enabler of our sustainability work is the direct engagement of those closest to our operations: our employees. Our Sustainable Development Awards program is a cornerstone of our Better Planet strategy and uses an annual, internal competition to recognize innovative projects related to sustainable production. Each year, our employees identify, design, implement, and then submit for recognition projects that save energy, conserve water, and reduce waste.

We source goods and services in accordance with our Supplier Code of Conduct, under which suppliers are required to: reduce environmental impacts such as deforestation, greenhouse gas emissions, and waste generation; protect water resources through restorative or conservation efforts; support social needs in the communities in which they operate though philanthropic investment, diversity and inclusion efforts, and human rights practices; and support efforts to implement traceability of goods and services throughout the supply chain.

Our approach to product packaging takes environmental impacts into account while continuing to prioritize food quality and safety. We are also focused on encouraging our supply chain partners to engage in sustainable agriculture practices. We recently partnered with U.S. Farmers and Ranchers in Action and other stakeholders to create the Decade of Ag Vision, a collaborative effort to restore our environment through agriculture that regenerates natural resources.

Corporate Ethics and Culture - Our Code of Conduct provides guideposts for how our employees and Board members are expected to conduct themselves when representing Conagra both inside and outside the company. We conduct annual trainings to ensure that employees are aware of our expectations and their obligations under the Code of Conduct.

We take pride in our culture and we’re guided by our six Timeless Values:

Human Rights, Diversity and Inclusion - We seek to leverage our differences as a competitive advantage. In fiscal year 2022, Conagra received a perfect score of 100% on the Human Rights Campaign’s Corporate Equality Index for the eighth year in a row. Our CEO is an original signatory to the CEO Action for Diversity and Inclusion^™ Pledge.

As discussed above, we have developed a comprehensive strategy designed to support our efforts to increase representation of people of color and women in management roles and have published five-year representation goals for our workforce, including striving to double our people of color representation in management and middle-manager level roles versus our fiscal 2020 baseline, and striving to have 40% of our management level roles held by people identifying as women. We plan to use recruitment, advocacy, and development initiatives to enhance the diversity of our talent and create a more inclusive workplace for all.

Employee Health & Safety - Our global Environment, Occupational Health and Safety Philosophy drives us towards continuous environment, health, and safety (“EH&S”) improvement, as measured by environmental and safety indicators implemented through our EH&S management approach. Our Occupational Safety & Health Administration incident rate during fiscal 2022 was 1.67 incidents per 100 full-time workers, which was below the industry average of 5.10 for companies in the food manufacturing sector.

Community Impact & Philanthropy - We believe in giving back to the communities in which we live and work. Employee volunteerism, product donations, and financial contributions are all a part of our community impact approach. Each year Conagra Brands employees participate in activities to recognize Hunger Action Month in September, participate in our United for Change fundraising campaign during the fall, and volunteer during our annual Month of Service in April. While we engage on an array of topics, we recognize the unique opportunity we have to a make a difference in the global effort to end food insecurity.

Our Commitment to Good Governance

Our Board is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes, assesses the regulatory and legislative environment, communicates with investors, and adapts governance practices as needed to support informed, competent, and independent oversight on behalf of our shareholders. Examples of practices discussed in more detail throughout this proxy statement include the following:

Who We Are

Currently, the Board consists of 12 directors whose terms expire at the 2022 Annual Meeting. Ms. Joie Gregor, Mr. Rajive Johri and Mr. Craig Omtvedt, three of our directors, have turned 72, Conagra’s retirement age under its Corporate Governance Principles. As a result, these directors will not stand for re-election at the 2022 Annual Meeting and their terms on the Board will expire at the conclusion of the 2022 Annual Meeting. Our Board thanks Ms. Gregor, Mr. Johri, and Mr. Omtvedt for their many years of exemplary service to Conagra.

Based on the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board has nominated nine current directors, as named in this Proxy Statement, for election at the 2022 Annual Meeting.

The following biographies detail the age and principal occupations during at least the past five years for each director nominee; the year the nominee was first appointed to the Board; and the public company directorships they now hold and have held.

If elected, each of the directors will hold office until the Conagra Brands 2023 Annual Meeting of Shareholders, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected.

How We are Selected

The Board desires that its membership collectively hold a broad range of skills, education, experiences, qualifications, and characteristics, including diversity, that can be leveraged for the benefit of the company and its shareholders. Not only must individuals exhibit high standards for ethics and integrity to be nominated for Board service, they must be willing to commit the time needed to faithfully carry out a director’s duties, including overseeing our strategy, CEO succession planning, and director refreshment processes.

We seek to maintain a Board comprised predominately of independent directors. In addition to independence, we seek individuals with the following experiences, skills, and characteristics:

Our Nominating and Corporate Governance Committee plays a key role in identifying candidates for the Board who fulfill these requirements. More information on director recruitment and selection processes can be found in the “Director Nomination Process” section of this Proxy Statement.

The following matrix summarizes, for each director nominee and as of August 10, 2022, the skills they bring to the Board, their age and Board tenure, their independence, and other qualities and characteristics that contribute to our goal of building a Board of diverse views, perspectives, backgrounds, and experiences.

Director		Experiences and Skills		Age		Tenure (Years)		Independent		Race / Ethnic Diversity1		Gender Diversity1		LGBTQ+1
Arora				61		4
Brown				66		9
Chirico				65		2
Connolly				57		7		CEO
Dowdie				67		<1
Horowitz				58		1
Lenny				70		13
Lora				60		3
Marshall				68		15
Average/Total				63		6		8 (89%)		3 (33%)		3 (33%)		1 (11%)

Director Refreshment

As noted in the table above, our Board represents a mix of long-tenured directors and new perspectives, insights, expertise, and experiences, with five of our director nominees having a tenure on our Board of less than five years, and this is intentional.

The Board uses refreshment processes to enable it to evaluate the continued alignment of the Board’s membership with the needs of Conagra Brands. The Board’s refreshment processes involve reviewing and modifying the skills and characteristics required for membership. The Board also enables planned refreshment through its retirement policy, pursuant to which no director may be nominated to a new term if he or she would be over age 72 at the time of the election. In accordance with this policy, Ms. Joie Gregor, Mr. Rajive Johri, and Mr. Craig Omtvedt have not been nominated for re-election as directors at the 2022 Annual Meeting.

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no material relationship with Conagra Brands. In making its independence determinations, the Board applies the listing standards of the New York Stock Exchange (the NYSE), and the categorical independence standards contained in our Corporate Governance Principles. The Board considers even immaterial relationships, including transactions, relationships, and arrangements with the company, in its decision-making process to ensure a complete view of each director’s independence.

The Board has determined that 11 of our 12 current directors – directors Arora, Brown, Chirico, Dowdie, Gregor, Horowitz, Johri, Lenny, Lora, Marshall, and Omtvedt – have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board has also determined that 8 of our 9 nominees for director – directors Arora, Brown, Chirico, Dowdie, Horowitz, Lenny, Lora, and Marshall – have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board also determined that Scott Ostfeld, who served as a director until April 2022, had no material relationships with Conagra Brands and was independent within the meaning of applicable independence standards. Mr. Connolly is not considered to be independent due to his employment with Conagra Brands.

To take a holistic approach to its independence determinations, the Board also reviewed commercial relationships between Conagra Brands and companies on whose boards our nominees served during fiscal 2022. The relationships with these companies involved Conagra Brands’ purchase or sale of products and services in the ordinary course of business on arm’s-length terms in amounts and under other circumstances that did not affect the relevant directors’ independence under our Corporate Governance Principles or under applicable law and NYSE listing standards.

In addition to satisfying our independence standards, each member of the Audit / Finance Committee of the Board must satisfy an additional Securities and Exchange Commission (SEC) independence requirement. This requirement provides that the member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than his or her director’s compensation and may not be an “affiliated person” of Conagra Brands. Each member of the Audit / Finance Committee satisfies this additional independence requirement.

The SEC and NYSE have also adopted heightened standards relating to the independence of members of the HR Committee. These standards require consideration of the source of Human Resources Committee members’ compensation, including any consulting, advisory or other compensatory fees paid to a Human Resources Committee member, and each Human Resources Committee member’s affiliation with us, any of our subsidiaries or any affiliates of our subsidiaries. Each member of the Human Resources Committee satisfies these additional independence requirements.

How We Govern

The Board is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes, assesses the regulatory and legislative environment, communicates with investors, and adapts its governance practices as needed to support informed, competent, and independent oversight on behalf of our shareholders. Our Corporate Governance Principles provide a summary of these practices and are available on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/principles. Highlights of our corporate governance practices include the following:

Board Leadership Structure

The Board believes that independent Board leadership is a critical component of our governance structure. Our Corporate Governance Principles require us to have either an independent Board Chair or, if the positions of Chair and CEO are held by the same person, an independent lead director. Since 2005, our Chair and CEO roles have been separate. The Board believes this current structure of separating the roles of Chair and CEO allows our CEO to focus his time and energy on setting the strategic direction for the company, oversee daily operations, engage with external constituents, develop our leaders, build our culture, and promote employee engagement at all levels of the organization. Meanwhile, this structure allows our independent Chair to lead the Board in the performance of its duties by establishing agendas and ensuring appropriate meeting content, engaging with the CEO and senior leadership team between Board meetings on business developments, and providing overall guidance to our CEO as to the Board’s views and perspectives, particularly on the strategic direction of the company. The Board also believes this leadership structure, coupled with independent directors serving as Chairs of each of our three key standing Board committees, enhances the Board’s effectiveness in providing independent oversight of material risks affecting the company and fulfilling its risk oversight responsibility.

Board Committees – Overview

The Board has established four standing committees: the Audit / Finance Committee, the Executive Committee, the HR Committee, and the Nominating and Corporate Governance Committee. The Audit / Finance Committee, HR Committee and Nominating and Corporate Governance Committee operate under written charters that have been approved by the full Board; each of these three committees is comprised entirely of independent directors.

Membership on each of the Board’s standing committees as of August 10, 2022 is as follows:

Name		Audit / Finance Committee		Executive Committee		HR Committee		Nominating and Corporate Governance      Committee
Anil Arora
Tony Brown
Manny Chirico
Sean M. Connolly
George Dowdie
Joie A. Gregor(1)								Chair
Fran Horowitz
Rajive Johri(1)
Richard H. Lenny				Chair
Melissa Lora		Chair
Ruth Ann Marshall						Chair
Craig P. Omtvedt(1)
Total Meetings in FY2022		10		--		5		6

Executive Committee

The Executive Committee exists to act on behalf of the Board between meetings as exigency requires or at the request of the full Board. Its membership includes the Board Chair, the Chairs of each other standing Committee, and the CEO. During fiscal 2022, its membership was comprised of Directors Connolly, Gregor, Lenny (who served as Committee Chair), Lora, and Marshall. It did not meet.

Audit / Finance Committee

Financial Expertise and Financial Literacy

The Board has determined that each director who served on the Audit / Finance Committee during fiscal 2022 is financially literate within the meaning of NYSE rules and independent in accordance with SEC rules, NYSE listing standards, and the company’s independence standards. The Board also determined that directors Chirico, Johri, Lora, and Omtvedt are qualified as audit committee financial experts within the meaning of SEC regulations.

Related-Party Transactions

The Audit / Finance Committee has adopted a written policy regarding the review, approval, and ratification of related-party transactions. the Audit / Finance Committee’s responsibility for the review, approval, ratification, and oversight of related-party transactions (generally, transactions involving an amount in excess of $120,000 in which the company was, is, or will be a participant and in which a director, director nominee, executive officer, more than 5% shareholder, or immediate family member of any of the foregoing had, has or will have a direct or indirect material interest). Under the

policy, all related-party transactions are subject to reasonable prior review and approval by the Audit / Finance Committee. In circumstances where it is not reasonable or practical to wait until the next Audit / Finance Committee meeting to review a proposed related-party transaction, the chair of the Audit / Finance Committee may review and approve such related-party transaction. Any such approval must be reported to and ratified by the Audit / Finance Committee at its next regular, in-person meeting.

In determining whether to approve or ratify a related-party transaction, the Audit / Finance Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-party’s interest in the transaction. No director is permitted to participate in any approval of a related-party transaction in which he or she is a related party, except that the Board member will provide all material information concerning the related party transaction to the Audit / Finance Committee. On at least an annual basis, the Audit / Finance Committee reviews and assesses ongoing related-party transactions to determine whether they comply with the company’s guidelines and that the relationships remain appropriate. All related-party transactions are disclosed to the full Board.

During fiscal 2022, no related party transactions arose.

Human Resources Committee

Executive and Director Compensation

The HR Committee has retained authority over the determination of executive and non-employee director compensation, subject only to the further involvement of the other independent directors with respect to the approval of the overall compensation for non-employee directors. The HR Committee may delegate its responsibilities to subcommittees comprised of one or more HR Committee members or to selected members of management, subject to requirements of our Bylaws and applicable laws, regulations, and the terms of shareholder-approved compensation plans. Additional information about the HR Committee’s processes for determining executive compensation, as well as the role of executive officers and the HR Committee’s compensation consultant in those determinations, can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Human Capital Management

In addition to leading the Board’s oversight of senior executive succession planning, the HR Committee oversees management’s work related to helping employees at all levels of the company remain fully engaged and realize their potential. The HR Committee’s review of the company’s human capital management initiatives includes, but is not limited to, the following items for the Senior Leadership Team and employees generally:

The HR Committee receives regular reports from management and, for some topics, external advisors, on the company’s talent strategy. During fiscal 2022, the Committee reviewed topics including:

The HR Committee also reviews the human capital strategic plan and progress on work underway to help Conagra achieve its vision of having the most energized, highest impact culture in food.

Compensation Committee Interlocks and Insider Participation

The individuals listed in the table above are the only individuals to have served on the HR Committee during fiscal 2022. During fiscal 2022, no member of the HR Committee was an employee, officer, or former officer of the company. None of our executive officers served during fiscal 2022 on the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of our Board or the HR Committee.

Additional information about the roles and responsibilities of the HR Committee is provided in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Nominating and Corporate Governance Committee

Director Nomination Process

The Nominating and Corporate Governance Committee considers Board candidates suggested by Board members, management, and shareholders. During fiscal 2022, the Nominating and Corporate Governance Committee also retained a third-party search firm to identify director candidates. The Nominating and Corporate Governance Committee provided the third-party search firm with guidance as to the skills, experience and qualifications that the Nominating and Corporate Governance Committee was seeking in potential candidates, including requesting that the initial pool of candidates presented by the third-party search firm include [gender- and racially/ethnically-]diverse candidates, and the search firm identified candidates for the Nominating and Corporate Governance Committee’s consideration.

When a potential candidate is brought to the Board’s attention, the Nominating and Corporate Governance Committee makes an initial determination as to whether to conduct a full evaluation of the individual. This initial determination is based on whether additional Board members are necessary or desirable. It is also based on whether, based on the information provided or otherwise available to the Nominating and Corporate Governance Committee, the prospective nominee is likely to satisfy the evaluation factors described below. If the Nominating and Corporate Governance Committee determines that additional consideration is warranted, it may request a third-party to gather additional information about the prospective director candidate. The Nominating and Corporate Governance Committee may also elect to interview a candidate.

Although the Nominating and Corporate Governance Committee does not have specific minimum qualifications that must be met for a candidate to be nominated as a director, the Nominating and Corporate Governance Committee evaluates each prospective director candidate against the following standards and qualifications, among others, including those set forth in our Corporate Governance Principles:

In evaluating potential director nominees, the Nominating and Corporate Governance Committee assesses whether the Board, collectively, represents diverse views, perspectives, backgrounds, and experiences that will enhance the Board’s and our effectiveness. The Nominating and Corporate Governance Committee seeks directors who have qualities to achieve the goal of a well-rounded, diverse Board as a whole, including through the consideration of diversity in professional experience, skills, board tenure, race, ethnicity, gender, and age.

After completing its evaluation process, the Nominating and Corporate Governance Committee makes a recommendation to the Board as to who should be nominated, and the Board determines the director nominees after considering the Nominating and Corporate Governance Committee’s recommendations.

This evaluation procedure is the same for all candidates, including director candidates identified by shareholders.

During fiscal 2022, George Dowdie joined the Board. Mr. Dowdie was identified as a director candidate by a third-party search firm. After evaluating Mr. Dowdie in the manner described above and considering input from our other independent directors and our CEO, the Nominating and Corporate Governance Committee identified Mr. Dowdie as a director candidate and recommended Mr. Dowdie as a nominee to the Board. The Board unanimously approved the recommendation.

Ability of Shareholders to Nominate Directors via Proxy Access or Advance Notice

Shareholders wishing to submit candidates for election as directors must notify our Corporate Secretary in writing by delivering or mailing a notice to our principal executive offices at 222 W. Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654. Such submissions must comply with the requirements set forth in our Bylaws, including advance notice procedures.

If a shareholder or group of shareholders wishes to nominate a candidate directly, they may also do so in accordance with the provisions set forth in our Bylaws. Specifically, our Bylaws permit any shareholder, or group of up to 20 shareholders collectively owning 3% or more of our outstanding shares of common stock continuously for at least three years to nominate and include in our proxy materials director nominees for election to the Board. A shareholder or shareholders, as applicable, can nominate up to the greater of:

all in accordance with the requirements set forth more fully in our Bylaws.

Under our Bylaws, requests to include shareholder-nominated candidates for director in our proxy materials through this process must be received no earlier than 150 days and no later than 120 days prior to the first anniversary of the date on which our definitive proxy statement for the prior year’s annual meeting of shareholders was first released to shareholders.

The Board’s Role in Risk Oversight

Our senior leadership is responsible for identifying, assessing, and managing our exposure to risk. The Board and its committees play an active role in overseeing management’s activities and evaluating whether management’s plans are balanced from a risk/reward perspective. The Board and its committees perform this oversight through a variety of mechanisms.

Board-Level Discussions

Each fiscal year, the Board reviews and discusses our strategic plan and the longer-term risks and opportunities we face. The Board routinely receives reports from significant business units and functions, and these presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics. The Board also receives regular reports regarding the activities of management’s Enterprise Risk Management Committee, which focuses on assessing and monitoring enterprise-wide risk, including cybersecurity and information technology risks.

Without the right talent, we cannot implement the strategies we devise. Oversight of the company’s approach to and investment in human capital management and talent development are thus key governance matters for the Board. Directly, and through its HR Committee, the Board engages regularly with management on human capital matters. Specific HR Committee activities are supplemented by full Board actions. For example, the full Board receives an annual succession planning presentation from management during which potential successors to senior leadership roles are discussed, arranges opportunities to engage directly with emerging talent in the organization, and discusses the evolution of Conagra’s culture in the context of the CEO’s annual goals and objectives.

Audit / Finance Committee Oversight

The Audit / Finance Committee’s charter requires it to review reports from management and discussing policies with respect to significant enterprise-wide risks facing the company, including, but not limited to financial risks such as derivative and treasury risks and associated regulatory requirements, cybersecurity and information technology risks (including review of the state of the company’s cybersecurity, emerging cybersecurity developments and threats, and the company’s strategy to mitigate cybersecurity risks), and operational risks, and how such risks are being identified, assessed and managed by the company and management. At least annually, the Audit / Finance Committee reviews and recommends for approval of the full Board the membership of the company’s Enterprise Risk Management Committee. In addition, the Audit / Finance Committee is responsible for overseeing risks related to the company’s financial condition (including matters such as liquidity, margin management, debt levels, credit ratings and interest rate risk exposure), capital structure (including sources and uses of capital), and long-term financing strategy. The Audit / Finance Committee oversees our management of financial risks by, among other things, reviewing our significant accounting policies and the activities of management’s Enterprise Risk Management Committee, maintaining oversight of our Internal Audit function, holding regular executive sessions with our Chief Financial Officer and Controller, our head of Internal Audit, and our independent auditors, and receiving regular legal and regulatory updates from legal counsel. Our management provides an enterprise risk management report to the Audit / Finance Committee on a semi-annual basis.

The Chair of the Audit / Finance Committee reports to the Board on the Committee’s activities.

Human Resources Committee Oversight

The HR Committee reviews the company’s leadership development activities to shape appropriate succession planning. This includes the establishment of an emergency succession protocol in the event of the CEO’s sudden incapacity or departure.

The HR Committee also reviews the relationship between the company’s compensation programs and risk and has adopted a series of policies and practices to reduce risk in our compensation programs. These policies and practices include, but are not limited to, the following:

The Chair of the HR Committee reports to the Board on the Committee’s activities.

Nominating and Corporate Governance Committee Oversight

The Nominating and Corporate Governance Committee assists the Board in managing risks associated with Board organization, membership, and structure.

The Committee also assists management in the oversight of ESG-related risks. The Committee reviews the company’s policies and programs related to material corporate citizenship and social responsibility issues, such as environmental sustainability and philanthropic giving, and reviews with management progress against ESG goals. The Nominating and Corporate Governance Committee also oversees the modest political activities of the company, including political contributions and lobbying expenditures, to confirm they focus on adding shareholder value and enhancing our position as a good corporate citizen. We publish a report of these activities on our website.

The Chair of the Nominating and Corporate Governance Committee reports to the Board on the Committee’s activities.

Investor Engagement

Our management team conducts investor outreach throughout the year. Our efforts help ensure that management and the Board understand and consider the issues that matter most to our shareholders. Examples of our approach include the following:

We welcome opportunities to engage and receive feedback directly from our shareholders and other key stakeholders and believe that such engagement is critical to our effectiveness. You may contact any of our directors individually, any Committee of the Board, our independent directors as a group, our Chair of the Board, or the Board generally by writing to:

Chair of Conagra Brands Board of Directors

222 W. Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

Communications are reviewed by the Corporate Secretary and, if appropriate, by Internal Audit, and forwarded to the addressee(s). The Corporate Secretary routinely filters communications that are solicitations, consumer complaints, unrelated to Conagra Brands or our business, or determined to pose a possible security risk to the addressee.

You may also communicate with us by attending the 2022 Annual Meeting and voting. We encourage you to share your feedback by voting on the items described in this Proxy Statement.

Corporate Governance Materials Available on Our Website

To learn more about our governance practices, you can review any of the following documents at http://www.conagrabrands.com/investor-relations/corporate-governance:

We promptly post updates to these documents on our website. The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the SEC. These documents are also available in print to any shareholder who requests them from the Corporate Secretary.

How We Are Compensated

We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board. On an annual basis, the HR Committee recommends the non-employee director compensation program to the Board for approval. In setting director compensation, the HR Committee receives input from Frederic W. Cook & Co., Inc. (or “FW Cook”), its independent compensation consultant, on factors including the time commitment and skill level required to serve on the Board, as well as broader market practices. In addition, our Conagra Brands, Inc. 2014 Stock Plan, as amended (“2014 Stock Plan”) places a limit on the equity awards that may be awarded to each non-employee director in any fiscal year.

A summary of non-employee director compensation for fiscal 2022 is set forth below.

Non-Employee Director Compensation — Directors Other than the Board Chair

The following table summarizes the compensation program for our non-employee directors other than the Board Chair that was in effect during fiscal 2022.

All non-employee directors (other than the Chair) serving as of the first trading day of fiscal 2022 received 4,367 RSUs on June 1, 2021 (targeted value of $165,000). These RSUs vested on June 1, 2022. In connection with her appointment to the Board in August 2021, Ms. Horowitz received 4,109 RSUs on September 1, 2021 (target value of $137,500), which RSUs are scheduled to vest on September 1, 2022. In connection with his appointment to the Board in March 2022, Mr. Dowdie received 1,242 RSUs on April 1, 2022 (target value of $41,250), which RSUs are scheduled to vest on April 1, 2023.

Vesting of the RSUs in the non-employee director compensation program is accelerated in the event of death or permanent disability. If a director is no longer serving on the Board one year from the date of grant, vesting is prorated 25% for each fiscal quarter during which the director served for any amount of time.

Dividend equivalents are paid on the RSUs at the regular dividend rate in shares of our common stock.

Non-Employee Director Compensation — Board Chair

In lieu of the elements described above, the Board Chair’s compensation for fiscal 2022 consisted of a grant of RSUs with a targeted value equal to $425,000. The number of RSUs granted, 11,248, was determined by dividing $425,000 by the average closing price of our common stock on the NYSE for the 30 trading days prior to the grant date of June 1, 2021. The material terms of the RSUs were identical to those described above for the other non-employee directors.

Other Non-Employee Director Compensation Programs

In addition to the cash payments and equity awards described above, all non-employee directors were entitled to participate in the following programs during fiscal 2022:

Director Stock Ownership Requirements

The Board has adopted stock ownership requirements for its non-employee directors. All non-employee directors are expected to acquire and hold shares of common stock of Conagra Brands during their tenure with a value of at least $500,000. All directors must acquire this ownership level within five years following their first election to the Board. Shares personally acquired by the non-employee directors through open market purchases, shares acquired upon settlement of RSUs, and shares acquired upon the deferral of fees, are counted toward the ownership requirement. Unexercised stock options are not counted.

Non-employee directors agree not to sell any shares of company common stock until they have reached the guideline. During fiscal 2022, all of our Board members met the stock ownership guidelines or followed the retention requirement.

The Audit / Finance Committee has sole authority to appoint, retain, compensate, oversee, and terminate our independent auditor. In addition, the Committee evaluates and ensures the rotation of the lead audit partner at our independent auditor and will, if it deems it advisable, consider the rotation of the audit firm.

The Audit / Finance Committee has appointed KPMG LLP, an independent registered public accounting firm, as our independent auditor for fiscal 2023 to conduct the audit of our financial statements. KPMG LLP has conducted the audits of our financial statements since fiscal 2006. Since that time, five different partners of the firm have served as the audit lead. The Audit / Finance Committee and the Board request that the shareholders ratify this appointment.

Representatives from KPMG LLP are expected to be present at the Annual Meeting. The representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If shareholders do not ratify the appointment of KPMG LLP as our independent auditor, the Audit / Finance Committee will reconsider the appointment. Even if the appointment of KPMG LLP is ratified, the Audit / Finance Committee may appoint a different independent auditor at any time if, in its discretion, it determines that such a change would be in the company’s and its shareholders’ best interests.

Fees billed by KPMG LLP for services provided for fiscal 2022 and 2021 were as follows:

The Audit / Finance Committee pre-approves all audit and non-audit services performed by our independent auditor. The Audit / Finance Committee will periodically grant a general pre-approval of categories of audit and non-audit services. Any other services must be specifically approved by the Audit / Finance Committee, and any proposed services exceeding pre-approved cost levels must be specifically pre-approved by the Audit / Finance Committee. In periods between Audit / Finance Committee meetings, the Chair of the Audit / Finance Committee has been delegated authority from the Audit / Finance Committee to pre-approve additional services; any such pre-approvals are subsequently communicated to the full Audit / Finance Committee at its next meeting.

The Audit / Finance Committee approved 100% of the services performed by KPMG LLP that were billed as Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees during fiscal 2022 and 2021.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2023.

Audit / Finance Committee Report

The Audit / Finance Committee assists the Board in fulfilling its oversight responsibilities by reviewing (1) the integrity of the financial statements of the company, (2) the qualifications, independence and performance of the company’s independent auditor and internal audit department, (3) the compliance by the company with legal and regulatory requirements, and (4) the company’s perspectives on financing strategies and capital structure, in light of its strategic long range plans. The Audit / Finance Committee acts under a written charter, adopted by the Board, a copy of which is available on our website.

Management is responsible for the company’s financial reporting process and internal controls. Our independent auditor is responsible for performing an independent audit of the company’s consolidated financial statements, issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles and assessing the effectiveness of the company’s internal control over financial reporting. The Audit / Finance Committee oversees the company’s financial reporting process and internal controls on behalf of the Board.

The Audit / Finance Committee has sole authority to appoint, retain, compensate, oversee, and terminate our independent auditor. The Audit / Finance Committee reviews the company’s annual audited financial statements, quarterly financial statements, and other filings with the SEC. The Audit / Finance Committee reviews reports on various matters, including: (1) critical accounting policies of the company; (2) material written communications between our independent auditor and management; (3) our independent auditor’s internal quality-control procedures; (4) significant changes in the company’s selection or application of accounting principles; and (5) the effect of regulatory and accounting initiatives on the financial statements of the company. The Audit / Finance Committee also has the authority to conduct investigations within the scope of its responsibilities and to retain legal, accounting, and other advisors to assist the Audit / Finance Committee in its functions.

During the last fiscal year, the Audit / Finance Committee met and held discussions with representatives of Conagra Brands’ management, its internal audit staff, and KPMG LLP, Conagra Brands’ independent auditor. Representatives of management, the internal audit staff, and our independent auditor have unrestricted access to the Audit / Finance Committee and periodically meet privately with the Audit / Finance Committee. The Audit / Finance Committee reviewed and discussed with the company’s management and KPMG LLP the audited financial statements contained in the company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2022.

The Audit / Finance Committee also discussed with our independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC. The Audit / Finance Committee also reviewed and discussed with KPMG LLP its independence and, as part of that review, received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit / Finance Committee concerning independence from Conagra Brands. The Audit / Finance Committee also considered whether the provision of non-audit services provided by KPMG LLP to the company during fiscal 2022 was compatible with the auditor’s independence.

Based on these reviews and discussions and the report of our independent auditor, the Audit / Finance Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2022 for filing with the SEC.

Conagra Brands, Inc. Audit / Finance Committee

As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are asking you to approve, on an advisory basis, our named executive officer compensation. Consistent with our shareholders’ preference, last indicated at our 2017 Annual Meeting of Shareholders, we give our shareholders an opportunity to vote, on an advisory basis, to approve the compensation of our named executive officers on an annual basis. This vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to our named executive officer compensation as we have described it in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.

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, and align the interests of our executive officers with the long-term interests of our shareholders. A few notable items associated with our fiscal 2022 program include the following:

Year after year, shareholders have exhibited strong support of our executive compensation program. In each of the past five fiscal years, we have received over 92% approval on this voting item.

We are asking our shareholders to once again support our named executive officer compensation as described in this Proxy Statement. Accordingly, we are asking our shareholders to vote to approve the following resolution:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this Proxy Statement, is hereby APPROVED.”

While this vote is advisory and not binding on our company, the Board and its HR Committee value the opinions of our shareholders and expect to consider the outcome of the vote, along with other relevant factors, when considering named executive officer compensation in the future. We expect to hold our next advisory vote at our 2023 Annual Meeting of Shareholders.

The Board of Directors recommends a vote “FOR” the resolution approving our named executive officer compensation.

The Board is submitting for shareholder approval a proposal to amend our Amended and Restated Certificate of Incorporation to allow shareholders to act by written consent. Our Board has recommended that shareholders vote in favor of this voting item, which is an amendment to Article XIII of the Amended and Restated Certificate of Incorporation. At our 2021 Annual Meeting of Shareholders, we received a shareholder proposal requesting that the Board take the necessary steps to permit shareholders to act by written consent. The shareholder proposal was approved by a majority of the votes cast on the proposal. As part of our ongoing engagement efforts and in response to the vote, following the 2021 Annual Meeting of Shareholders, the Board directed company management to conduct shareholder outreach to investors representing approximately 50% of our outstanding shares to seek their feedback on a shareholder right to act by written consent as well as the potential for the company to be responsive to that proposal by implementing the right of shareholders to call special meetings. Company management presented the results of the outreach efforts to the Board. Some of these shareholders expressed the view that the company should adopt some form of the right to act by written consent, while others preferred that the company adopt a right of shareholders to call special meetings. Other shareholders we contacted had no stated preference between the two rights or did not see a need to change the existing provisions of our Amended and Restated Certificate of Incorporation.

After careful consideration of the feedback we heard from our shareholders, the Board is proposing an amendment to our Amended and Restated Certificate of Incorporation to permit shareholders to act by written consent. The proposed amendment includes various procedural and other safeguards, which the Board believes are in the best interests of the company and its shareholders, to address concerns that the written consent process could be abused:

The full text of the proposed amendment to the Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Annex A. The above summary of the amendment is qualified in its entirety by reference to the text of the proposed amendment attached as Annex A. The affirmative vote of a majority of the company’s outstanding shares entitled to vote is required to adopt the amendment to the Amended and Restated Certificate of Incorporation. If approved by the shareholders, the Board will make conforming changes to our Amended and Restated Bylaws.

The Board of Directors recommends a vote “FOR” the amendment to our Certificate of Incorporation to allow shareholders to act by written consent.

The following shareholder proposal will be voted upon at the 2022 Annual Meeting if such proposal is properly presented at the 2022 Annual Meeting by or on behalf of the stockholder proponent. Shareholders submitting a proposal must appear personally or by proxy at the 2022 Annual Meeting to move the proposal for consideration. The company has been advised that Mr. John Chevedden, as the proxy for Mr. Kenneth Steiner, beneficial owner of at least 250 shares of the company’s common stock, whose address is 14 Stoner Avenue, 2M, Great Neck, New York 11021, intends to present the proposal set forth below. As required by SEC rules, the proposal and supporting statement are presented below in the form received from the shareholder proponent. The Board and the company accept no responsibility for the contents of the following shareholder proposal or supporting statement. The graphic below was provided by the shareholder proponent and not the Company.

Proposal 5—Independent Board Chairman

The shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

The Chairman shall not be a former CEO of the company.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in 2020.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

An independent director can better manage the Board of Directors. Without an independent chairman shareholders have a greater need to monitor the directors.

This proposal is a step in the direction that the Board is already headed.

We are fortunate that the Conagra Board believes that independent Board leadership is a critical component of our governance structure. Since 2005, the Conagra Board Chairman and CEO roles have been separate. We need to make sure that when there is a change in leadership that this practice endures. Currently we have no policy to ensure a future CEOis not given the Chairman job.

This is a good governance shareholder proposal in the spirit of the 2021 shareholder proposal for a right for shareholders to act by written consent that won our 85% support.

Please vote yes:

Proposal 5—Independent Board Chairman

Statement of Opposition

After careful consideration, the Board has concluded that this proposal is not in the best interests of the Company and its shareholders. The Board recommends a vote AGAINST this proposal for the following reasons:

Providing our Board the flexibility to determine our leadership structure at a given time and based on relevant circumstances best serves the Company and our shareholders.

Conagra’s Corporate Governance Principles allow the roles of Board Chair and CEO to be filled by the same or different individuals. Rather than taking a “one-size-fits-all” approach to Board leadership, our existing policies provide the Board flexibility to determine the most appropriate leadership structure to address the Company’s needs in light of the dynamic environment in which we operate. The most effective leadership structure at a given time will depend on a variety of factors, including the leadership, skills, and experience of each of the CEO, the Board Chair, and the other members of the Board, as well as the needs of the business and other factors. The Board has deep knowledge of the strategic goals of the Company, the unique opportunities and challenges it faces, and the various capabilities of our directors and management, and is therefore best positioned to determine the most effective leadership structure to protect and enhance long-term shareholder value.

The Board has a fiduciary duty to evaluate and determine the Board’s leadership structure based on what will best serve shareholders’ interests under the circumstances, not pursuant to an inflexible policy established in advance. No single, fixed leadership model is appropriate in all circumstances. If this proposal were to be approved and implemented, it would deprive the Board of important flexibility to utilize its business judgment to determine the most effective leadership structure to serve the interests of the Company and its shareholders.

Our Board regularly reviews the Company’s leadership structure and has had an independent Board Chair for the past 17 years.

The Board recognizes the importance of having in place a structure that allows it to function in an appropriately independent manner and believes that independent Board leadership is a critical component of its governance structure. Our Corporate Governance Principles require us to have either an independent Board Chair, or an independent lead director if the positions of Board Chair and CEO are held by the same person. The Board regularly reviews the Company’s leadership structure and currently believes that separating the roles of Board Chair and CEO is the most effective leadership structure for the Company to protect and enhance long-term shareholder value.

These roles have been separate for the past 17 years – meaning that the Board has already adopted a practice that is essentially the same as that requested by this proposal (without unduly depriving the Board of its flexibility). Pursuant to our Corporate Governance Principles, however, if the Board determines at some point in the future that combining the Board Chair and CEO roles is in the company’s best interest, the Board will then select a lead director from the Board’s independent directors, and this lead director will chair executive sessions of the Board and consult with the CEO on Board agendas, among other duties, to maintain appropriate independence in our leadership and governance structure.

Our existing governance practices and current leadership structure promote effective and independent Board oversight.

The Board believes that independent oversight involves not only having an independent Board leader, but also showing a commitment to strong corporate governance. Conagra’s strong corporate governance policies and practices, including the items outlined below, empower our independent directors to effectively oversee management.

See the “How We Govern” section of this Proxy Statement for more details on the Company’s commitment to strong corporate governance.

Summary

The proponent agrees that “the Conagra Board believes that independent Board leadership is a critical component of our governance structure,” and as indicated above, the Board has a long-standing history of strong corporate governance practices. The Board’s current structure, which is memorialized in Conagra Brands’ Corporate Governance Principles, provides for effective and independent Board oversight. In contrast, the proponent’s proposal calls for an inflexible policy that would restrict the Board’s discretion in meeting its fiduciary duty to evaluate and determine the appropriate structure to serve shareholder interests under the circumstances. Adoption of this policy is both unnecessary and would preclude the Board from exercising its independent judgment to determine the most effective leadership structure in the future. In light of the substantial independent oversight of management by the Board, the Company’s strong corporate governance practices, and the business success that the Board has fostered and overseen, the Board believes the inflexible standard that would be imposed under this proposal is neither necessary, nor in the best interests of the Company or its shareholders.

The Board of Directors recommends a vote “AGAINST” this proposal.

Compensation Discussion and Analysis

Introduction

At Conagra Brands, our fundamental objectives are to create sustainable, profitable growth and long-term value for our shareholders, while providing innovative and quality food to customers and consumers. Management sets our annual and long-term business goals to support attainment of these objectives. The Board’s HR Committee (in this section, the Committee) oversees the design of our executive compensation program to promote achievement of our goals.

This Compensation Discussion and Analysis describes and analyzes our executive compensation program. Specifically, we describe and analyze the program’s application to the executive officers listed in the Summary Compensation Table; these are our “named executive officers.” For fiscal 2022, or FY22, which began on May 31, 2021 and ended on May 29, 2022, our named executive officers were:

We have provided a summary of our fiscal 2022 executive compensation program and fiscal 2022 performance in the “Executive Summary” below. For more complete information on the program and the Committee’s processes related to the program, we encourage you to read this entire Compensation Discussion and Analysis and the related sections of this Proxy Statement.

Executive Summary

Our executive compensation program is designed to encourage and reward behavior that promotes attainment of our annual and long-term goals. In turn, those goals are intended to lead to sustainable, profitable growth, and long-term shareholder value. The elements of our fiscal 2022 executive compensation program were as follows:

Fiscal 2022 Highlights

For Conagra Brands, fiscal 2022 was a year of continued volatility and dynamic conditions in which inflation, supply chain challenges, and world events all contributed to a challenging external environment. But Conagra was able to remain focused on the fundamentals – delivering innovation, value, and superior products to create lasting connections between consumers and our brands. As a result of taking decisive actions throughout the year, we continued to deliver strong top-line growth, both in the absolute and relative to our peers, as we grew share versus the competition and continued to invest in the long-term health of our business. We remain confident that our customers and consumers recognize the superior relative value of our products, and that our business will continue to perform well in these dynamic times.

Ultimately, we delivered results consistent with our adjusted guidance for the fiscal year.

Specific performance highlights from fiscal 2022 include the following:

Investing in Our Culture: Our vision is to have the most impactful, energized, and inclusive culture in food. We believe that a diverse team and inclusive culture are key enablers of shareholder value creation. During fiscal 2022, we continued our work to deliver against our vision. Our Diversity and Inclusion Leadership Council, comprised of our Chief Executive Officer, his Senior Leadership team, and members of our Human Resources team continued to expand and refine our D&I strategy, track our D&I progress, and ensure execution of our D&I goals. The Council executed the company’s plan to focus on recruiting, advocating for, and developing diverse talent. The Council and the company re-affirmed the following goals for expanding diversity in our organization:

Fiscal 2020 — 2022

We maintain a long-term strategic plan at Conagra and strive to set rolling three-year financial targets that the HR Committee of our Board can incorporate into long-term incentive compensation plans for our most senior executives. The three years ending with fiscal 2022 were more dynamic than originally expected. We initially focused fiscal 2020 on integrating the Pinnacle business and delivering turn-around plans for several large brands acquired in the Pinnacle transaction. However, by the end of the third quarter of fiscal 2020, the COVID-19 pandemic had introduced new challenges. During fiscal 2021, we rose to the challenge of the COVID-19 pandemic, and delivered for our consumers, customers, and shareholders while keeping our employees safe. We expected fiscal 2022 to be focused on navigating increased supply chain challenges posed by the pandemic and meeting increased customer and consumer demand driven by sustained elevated levels of at-home dining. However, fiscal 2022 introduced the new and additional challenges of historic and persistent inflation and geopolitical turmoil impacting the supply, availability, and cost of raw materials. In response to these challenges, we invested in our supply chain operations and successfully implemented inflation-driven pricing, while continuing to invest in our innovation pipeline.

As a result of our team’s agility and results-orientation over the last three years, we believe that we enter fiscal 2023 with a solid foundation from which to continue to deliver for investors.

Fiscal 2022 Pay Outcomes

As more fully described in this Compensation Discussion and Analysis, the Committee considered the positive business outcomes described above in determining final payouts under incentive programs with performance periods concluding in fiscal 2022. Our Chief Executive Officer and other senior executives named in this Proxy Statement received [            ] payout under the fiscal 2022 annual incentive plan and [            ] payout under the fiscal 2020 to fiscal 2022 cycle of the long-term performance share plan.

The Committee believes that its fiscal 2022 compensation decisions appropriately reflect its pay-for-performance philosophy. This philosophy is focused on compensating executives based on actual company performance and aligning management’s interests with those of our shareholders.

Below is a more detailed analysis of the fiscal 2022 compensation program for our named executive officers, as well as actual fiscal 2022 payouts under the programs.

Our Fiscal 2022 Executive Compensation Program

For fiscal 2022, the Committee created an executive compensation program with multiple elements:

The use of a mix of compensation types (salary, benefits, cash-based incentives and equity-based incentives) and a mix of performance periods (single year and multi-year) was intended to promote behavior consistent with our long-term strategic plan and minimize the likelihood of executives having significant motivation to pursue risky or unsustainable results.

In overseeing this compensation program design, the Committee sought to encourage and reward behavior that would promote attainment of our annual and long-term goals and lead to sustainable growth in shareholder value. In particular, the Committee focused on:

With respect to each named executive officer, the Committee also considered the following:

The unique roles, contributions and tenure of our named executive officers had a meaningful impact on their total fiscal 2022 compensation opportunity. A consistent theme across our named executive officers, however, is that by design, targeted incentive compensation for fiscal 2022 was a significant percentage of the total compensation opportunity. The Committee’s general policy is to provide the greatest percentage of the incentive opportunity in the form of long-term compensation payable in shares of our common stock. The Committee believes that the emphasis on stock-based compensation is the best method of aligning management interests with those of our shareholders.

The charts below show the total target compensation opportunity (calculated using base salary earnings, targeted fiscal 2022 Annual Incentive Plan award, and targeted long-term incentive value) for Mr. Connolly and for our other named executive officers as a group.

More detail on each fiscal 2022 compensation element follows.

Base Salaries

We pay salaries to our named executive officers to provide them with a base level of fixed income for services rendered. On average, 22% of the total fiscal 2022 compensation opportunity for each named executive officer, other than the Chief Executive Officer, was provided in the form of base salary. For Mr. Connolly, our Chief Executive Officer, 11% of his total compensation opportunity was provided in the form of base salary. For more information on Mr. Connolly’s base salary, see “Agreements with Named Executive Officers — Agreement with Mr. Connolly” below.

A summary of the salaries of our named executive officers is set forth below.

In fiscal 2022, the Committee approved a base salary increase for Mr. Connolly during annual pay planning in order to align his salary more closely to between the market median and seventy-fifth percentile of the market for his role. The base salary rates for the other named executive officers were unchanged from fiscal 2021, except for Mr. Eboli who joined Conagra in July 2021 and thus had no fiscal 2021 base salary (or other compensation) from the Company.

Please see the information included above for a discussion of the other factors the Committee considered when determining the individual salaries of each of the named executive officers.

Incentive Programs – Overview

We use incentive programs to closely align management compensation with company performance. Our incentive programs reward the achievement of our annual operating plan and our long-term strategic plan. For fiscal 2022, opportunities under these programs combined to represent approximately 89% of Mr. Connolly’s compensation opportunity. For each named executive officer other than the Chief Executive Officer, targeted incentive compensation for fiscal 2022 was approximately 78% of the total compensation opportunity.

We provide details of our incentive programs below. Financial targets disclosed in these discussions are done so in the limited context of our incentive plans; they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Annual Incentive Plan

The fiscal 2022 Annual Incentive Plan, or FY22 AIP, provided a cash incentive opportunity to approximately 4,592 employees, including our named executive officers. We have regularly provided an annual incentive opportunity to a broad group of employees, to reinforce a sense of ownership across our company and drive and sustain a pay-for-performance culture.

At the start of fiscal 2022, the Committee approved fiscal 2022 operating income and fiscal 2022 net sales as the funding metrics for the FY22 AIP (subject to adjustment, as appropriate, for items impacting comparability of results). The Committee determined that, due to the inflationary environment, a heavier focus on operating income was warranted for fiscal 2022 and therefore increased the weight of the operating income funding metric from 50% in fiscal 2021 to 70% in fiscal 2022. In addition, because the company achieved its deleveraging target during fiscal 2021, the Committee chose to eliminate the free cash flow metric from the AIP in fiscal 2022.

As a result, the Committee selected these two goals, with operating income weighted 70% in the plan and net sales weighted 30%, to reward employees for achieving key elements of the fiscal 2022 annual operating plan: sales and profit growth.

In addition, because the company believes that the achievement of its diversity and inclusion initiatives, in alignment with the company’s strategy, will support the creation of sustainable long-term value for shareholders, the FY22 AIP included D&I as a component of the overall performance assessment process as part of the individual performance modifier for senior leaders. Under the fiscal 2022 AIP, the total payout opportunity for participants continued to be capped at 200% of targeted awards.

The operating income and net sales goals for the FY22 AIP were as follows:

Individual Payout Opportunities

In addition to setting the financial goals for the FY22 AIP, the Committee set corresponding target AIP opportunities for each named executive officer, measured as a percentage of his or her base salary for fiscal 2022. The following table shows the ranges of authorized payments for the named executive officers based on achievement of the operating income and net sales goals approved for the FY22 AIP, as well as each named executive officer’s individual performance modifier. No portion of the incentive was guaranteed.

The targets for all named executive officers other than Mr. Connolly, as percentages of base salary earned, remained unchanged from fiscal 2021, except for Mr. Eboli who joined Conagra in July 2021 and thus had no fiscal 2021 target. Mr. Connolly’s target, as a percentage of base salary, was increased from 155% to 165% to better align his total targeted compensation opportunity between the market median and the market seventy-fifth percentile for his role. Please see the information above for a discussion of the factors the Committee considered when determining the individual target AIP awards of each of the named executive officers.

Fiscal 2022 Results

As discussed above, our results were adjusted target in fiscal 2022. For FY22 AIP purposes, the Committee determined that Conagra achieved fiscal 2022 adjusted operating income of $1,665.4 million and fiscal 2022 adjusted net sales of $11,535.9 million. Formulaically, these results provided for a payout equal to [    ]% of target.

Once the performance metrics review was complete, the Committee considered the manner in which management executed the operating plan during the year to determine if any adjustments were warranted to the overall payout. The FY22 AIP permitted the Committee to increase or decrease the pool funding level by an amount, up to 15% of target, based on how the company achieved its business results. During fiscal 2022, Conagra was negatively impacted by various external factors that were generally outside of management’s control, including higher than expected input cost inflation, higher transportation costs, and elevated supply chain operating costs. These factors adversely impacted Conagra’s FY22 AIP results. Although management took decisive actions to mitigate these impacts, including by investing in our supply chain operations and successfully implementing inflation-driven pricing, the full realization of the benefit of such actions did not occur in time to fully offset higher overall costs in fiscal 2022. Management also effectively managed our Ardent Mills joint venture, the results of which were not reflected in the FY22 AIP results.

After careful consideration of the impact the FY22 AIP payouts might have on Conagra’s ability to retain and reward those key employees necessary to help Conagra meet its financial and business objectives, and in consideration of the many operational and strategic accomplishments from the year in the face of evolving and dynamic challenges, Mr. Connolly recommended, and the Committee agreed, to exercise discretion to increase the overall FY22 AIP payout funding for the named executive officers and all AIP-eligible employees by [    ]%. As shown in the table below, this discretionary adjustment, which was made pursuant to the original design of the FY22 AIP, increased the FY22 AIP payout percentage for our named executive officers from [    ]% to [    }%. This was the first time the Committee has exercised positive discretion in AIP payout funding.