Conagra Brands Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Vote to elect 11 director nominees to hold office until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the Company’s named executive officer compensation for fiscal 2026 as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation disclosures and overall approach for fiscal 2026 (a ‘say-on-pay’ vote). Management seeks approval to validate its compensation design, which emphasizes a pay-for-performance philosophy with a significant portion of pay tied to annual and multi-year financial metrics (Adjusted Operating Profit, Adjusted Net Sales, Adjusted Free Cash Flow, and Adjusted EPS) and long-term equity incentives. The Human Resources Committee frames compensation to reward performance, retain talent, and align management incentives with shareholder outcomes, including changes such as adjusted AIP weightings and a relative TSR modifier on performance share awards. The Committee also structured the new CEO’s compensation to be highly performance-based, with significant sign-on equity subject to stock-price hurdles, to further align with shareholder interests. Although advisory, a favorable vote signals shareholder support for compensation governance and reduces the likelihood of substantial program changes; an unfavorable vote would prompt enhanced shareholder engagement and potential program revisions. Management recommends a FOR vote, arguing fiscal 2026 outcomes and committee discretion (including adjustments to payouts) demonstrate measured pay-for-performance alignment. The Company also highlights engagement with shareholders following prior say-on-pay votes and uses external consultant data and peer benchmarking in plan design. Risks include potential perception issues where realized payouts diverge from absolute GAAP results, but the Committee mitigates this via adjustments, clawback provisions, stock ownership guidelines, and robust governance processes. As an advisory measure, the proposal does not bind the Board but is intended to inform future compensation design and governance.

3. 3

   Ratification of the Appointment of KPMG LLP as our Independent Auditor for Fiscal 2027

   ManagementBoard: FOR

   Ratify the Audit/Finance Committee’s appointment of KPMG LLP as Conagra’s independent registered public accounting firm for fiscal 2027.

4. 4

   Shareholder Proposal to Limit Board Authority to Issue “Blank-Check” Preferred Stock

   Shareholder — The Accountability Board, Inc.Board: AGAINST

   Shareholder proposal from The Accountability Board, Inc. requesting a policy requiring shareholder approval prior to issuance of blank-check preferred stock except for ordinary business capital raisings or acquisitions that are not intended to change voting power.

   More detail

   This shareholder proposal, submitted by The Accountability Board, Inc., requests that Conagra adopt a policy requiring shareholder approval prior to the issuance of so-called 'blank‑check' preferred stock, except for ordinary capital-raising or acquisition transactions that are not intended to change voting power. The proponent argues blank‑check authority allows a board to create preferred shares with terms set unilaterally by the board, which can be used to dilute common shareholders, entrench management, or frustrate takeover transactions; it cites governance bodies and large asset managers critical of blank‑check provisions. Management and the Board oppose the proposal, asserting Delaware law already constrains action, that owner‑approved restrictions would limit the Board’s ability to respond quickly to coercive takeover threats or time‑sensitive strategic opportunities, and that the Company has never used—and has no intent to use—this authority for anti‑takeover purposes. The Board also notes the practice is widespread among peers and that fiduciary duties, independent directors, and committee oversight provide safeguards against abuse. Corporate‑strategy and transaction execution considerations factor heavily: limiting the Board’s authority could slow capital raises or acquisition-related issuances, potentially harming shareholder value in competitive situations. The debate therefore centers on a tradeoff between governance safeguards (increased shareholder approval and transparency) and preserving managerial flexibility to act quickly in the company’s and shareholders’ interest. Proxy advisory and institutional investor perspectives (cited by the proponent) show investor appetite for restrictions in some cases, while the Board emphasizes prevailing market practice and legal protections under Delaware law. For sophisticated evaluation, the proposal raises issues about the realistic likelihood of abuse at Conagra, peer alignment (most peers retain blank‑check authority), and whether adopting the requested policy would materially affect takeover defenses or strategic agility; the Board’s recommendation against suggests management believes net shareholder value is better preserved by keeping the discretion, subject to fiduciary constraints.

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When is the Conagra Brands Inc 2026 annual meeting?

Conagra Brands Inc (CAG) holds its 2026 annual shareholder meeting on Wednesday, September 23, 2026.

What is the record date for the Conagra Brands Inc 2026 meeting?

The record date for the Conagra Brands Inc 2026 meeting is Wednesday, July 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Conagra Brands Inc's 2026 meeting?

The board is presenting 11 director nominees at the Conagra Brands Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Conagra Brands Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Conagra Brands Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.