Lamb Weston Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the Board’s slate of director nominees (11 nominees) to hold office for one-year terms until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Hold an advisory (non-binding) vote to approve, on an annual basis, the compensation of the company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Lamb Weston’s named executive officers as disclosed in the Proxy Statement. Management seeks this annual endorsement to validate its overall pay philosophy: linking a significant portion of executive pay to company performance and shareholder returns through a mix of cash incentives, performance shares, stock options and RSUs, and to demonstrate alignment with shareholders via stock ownership guidelines, clawback policies, and limits on hedging and pledging. The Compensation Committee highlights recent program changes—adding Free Cash Flow to the annual incentive, introducing stock options into the fiscal 2026 long-term mix, and adding three-year average ROIC to PSAs—to reinforce capital discipline and focus on long-term value creation. Because the vote is advisory, it does not compel program changes but provides the Board with important shareholder feedback that it says it will consider when setting future compensation. Management’s argument emphasizes robust governance practices (independent oversight, clawbacks, double-trigger change-of-control provisions, and independent consultant support) and an at-risk-heavy pay structure to incentivize sustainable performance. Risks include the non-binding nature of the vote and potential shareholder dissatisfaction if pay outcomes diverge from realized performance; however, management notes its active shareholder engagement and prior high say-on-pay support. For an analyst, key evaluation points are the earnout outcomes versus targets (how AIP and PSAs paid relative to goals in fiscal 2026), the design changes (options and ROIC) and whether realized pay in upcoming years tracks TSR and Free Cash Flow improvement, and how the Compensation Committee uses discretion to adjust outcomes. Overall, the Board’s recommendation for a “FOR” vote rests on the view that the pay program appropriately balances retention, performance incentives and alignment with shareholder interests while adding new measures to address capital efficiency and cash generation.

3. 3

   Approval of the Lamb Weston Holdings, Inc. 2026 Equity and Incentive Compensation Plan

   ManagementBoard: FOR

   Approve the Lamb Weston 2026 Equity and Incentive Compensation Plan authorizing up to 5,000,000 shares for future equity and incentive awards, to replace the 2016 Plan.

   More detail

   This management proposal seeks shareholder approval to replace the expiring 2016 Plan with a new 2026 Equity and Incentive Compensation Plan authorizing up to 5,000,000 shares (net of certain adjustments) for issuance as stock options, SARs, RSUs, performance shares and cash incentive awards. Management argues the plan is necessary to continue using equity as a core element of pay to attract, retain and motivate talent, align executives’ interests with long-term shareholder value, and preserve competitive compensation practices without materially increasing dilution beyond a planned reserve (estimated fully-diluted overhang of about 8.0% if fully granted). The 2026 Plan contains investor-friendly features—non-liberal share recycling for options/SARs, no repricing without shareholder approval, minimum one-year vesting (with limited exceptions), a director award limit, double-trigger change-of-control treatment, and clawback provisions—that address common governance concerns. The Committee’s analysis considered historical burn rates, peer practices, and recommends that the requested 3.15 million new shares (combined with remaining 2016 Plan shares) should cover roughly four years of grants under historical issuance patterns. Key governance tradeoffs for an analyst: the Plan restores the Company’s ability to grant equity after the 2016 Plan expiration, but it does increase the share reserve which could dilute existing holders if grants are material; offsetting controls include conservative share counting, non-liberal recycling, and explicit limits on director awards. The Board recommends a “FOR” vote, citing the Plan’s role in executing their compensation strategy (including newly adopted option and ROIC elements) and the potential competitive disadvantage of replacing equity awards with cash. In evaluating the proposal, analysts should assess the Company’s projected grant practices, actual future dilution, the design and mix of awards under the Plan, and the alignment of grant timing and performance vesting to delivered shareholder returns.

4. 4

   Ratification of the Selection of KPMG LLP as Independent Auditors for Fiscal Year 2027

   ManagementBoard: FOR

   Ratify the Board/Audit Committee’s selection of KPMG LLP as Lamb Weston’s independent auditors for fiscal year 2027.

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When is the Lamb Weston Holdings Inc 2026 annual meeting?

Lamb Weston Holdings Inc (LW) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

What is the record date for the Lamb Weston Holdings Inc 2026 meeting?

The record date for the Lamb Weston Holdings Inc 2026 meeting is Friday, July 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lamb Weston Holdings Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Lamb Weston Holdings Inc 2026 meeting?

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