Conagra Brands (CAG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 23, 2026, with key proposals up for shareholder vote.

• Board recommends voting for director elections, executive compensation, and auditor ratification, but against a shareholder proposal to limit Board authority on preferred stock issuance.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation, ratification of KPMG LLP as auditor, and a shareholder proposal to limit Board authority to issue blank-check preferred stock.

• Board recommends voting for all except the shareholder proposal, which it opposes.

Executive compensation and say-on-pay

• Proxy advisors ISS and Glass Lewis recommended voting against the Say-on-Pay proposal, but the Board disagrees and urges support.

• FY26 incentive compensation reflected mixed performance, with a 7.6% discretionary reduction in annual incentive payout and a 35.7% payout for FY24-26 performance shares.

• FY26 AIP targets were set lower than FY25 actuals due to anticipated divestitures, inflation, tariffs, and capital investment, but were considered rigorous.

• Actual FY26 results were in line with guidance; free cash flow exceeded target, but operating profit and net sales were below target, leading to a reduced payout.

• CEO compensation over five years was 50% below the summary table pay, aligning with a -55% TSR.

• FY27 AIP introduces a governor to cap free cash flow contribution if operating profit is below target, reinforcing pay-for-performance.

• Enhancements to the compensation program were made in response to shareholder feedback, maintaining alignment with strategy and operating plans.