Independent
Tenure on this board
8.2 yrs
11 nominees · 4 ballot items.
Shareholders will elect 11 directors, approve named executive officer compensation on an advisory basis, ratify KPMG LLP as fiscal 2027 auditor, and vote on a shareholder proposal to limit the Board’s authority to issue blank-check preferred stock.
Elect 11 director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified; Manny Chirico is retiring and the Board will be reduced from 12 to 11 members.
Approve, on a non-binding advisory basis, the compensation paid to Conagra’s named executive officers for fiscal 2026, including the Compensation Discussion and Analysis, compensation tables, and related disclosures.
Proposal 2 asks shareholders to approve Conagra’s fiscal 2026 named executive officer compensation on an advisory, non-binding basis. The vote covers the overall compensation program and the related Compensation Discussion and Analysis, tables, and narrative disclosures rather than any single pay element. Management states that the program is intended to reward performance, drive focus and execution, support business strategy, discourage excessive risk-taking, compete for talent, and align executives with shareholders. The company emphasizes that 90% of the CEO’s compensation opportunity and 79% of other NEO compensation was at risk. Fiscal 2026 annual incentive payouts were based on adjusted operating profit, adjusted net sales, and adjusted free cash flow, with a calculated 118.6% payout reduced by a 7.6% discretionary adjustment to 111.0%. The fiscal 2024–2026 performance-share cycle paid out at 35.7% of target, reflecting below-target performance against the applicable metrics. The Human Resources Committee also highlights shareholder engagement following the 2024 say-on-pay result and notes 88.7% support in the 2025 say-on-pay vote. The compensation program included substantial equity and performance-based components, including performance shares and restricted stock units, to promote long-term alignment. The Board recommends FOR approval and states that it will consider the advisory result, along with other relevant factors, in future compensation decisions.
Ratify the Audit / Finance Committee’s appointment of KPMG LLP as Conagra’s independent registered public accounting firm for fiscal 2027.
Adopt a policy requiring shareholder approval before issuing blank-check preferred stock, except for ordinary business purposes such as raising capital or making acquisitions and where there is no intent to change voting power.
Proposal 4 would require Conagra’s Board to obtain shareholder approval before distributing blank-check preferred stock, while exempting ordinary capital-raising or acquisition purposes without an intent to alter voting power. The Accountability Board argues that the current charter authority allows directors to set voting, conversion, and other rights without shareholder consent. It contends that this discretion can dilute common shareholders, create disproportionate voting rights, impede favorable takeovers, and entrench management. The proponent cites governance positions from the Council of Institutional Investors, Glass Lewis, BlackRock, and Vanguard, as well as Apple’s successful proposal, to support a control-related approval requirement. It characterizes the requested policy as a modest safeguard intended to improve transparency, accountability, and protection of economic and voting interests. Conagra’s Board opposes the proposal and argues that blank-check authority is a common governance mechanism that permits rapid responses to coercive takeover attempts and time-sensitive strategic opportunities. Management further contends that the proposed exceptions are ambiguous because “ordinary business purposes” and the Board’s “intent” are undefined, while any preferred issuance could potentially affect voting power. The company notes that most major public companies and nearly all of its identified peers retain comparable authority, and that Conagra has never used its authority for an anti-takeover purpose. The Board relies on Delaware fiduciary duties and a more than 90% independent board as safeguards, and recommends voting AGAINST the proposal because it believes the restriction could reduce bargaining power, delay transactions, and harm shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.18% | 48,732,287 | $656M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.10% | 29,206,791 | $393M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 21,564,245 | $290M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 4.24% | 20,308,574 | $273M |
| 5 | STATE STREET CORP | 3.46% | 16,541,117 | $223M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.11% | 14,877,810 | $200M |
| 7 | BlackRock, Inc. | 2.93% | 14,003,159 | $188M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.76% | 13,185,200 | $177M |
| 9 | GOLDMAN SACHS GROUP INC | 1.80% | 8,638,015 | $116M |
| 10 | Ilex Capital Partners (UK) LLP | 1.69% | 8,087,450 | $109M |
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