Conagra Brands (CAG) Proxy filing summary

Executive summary

• Completed a multi-year CEO succession plan, appointing John Brase as President and CEO effective June 1, 2026, following Sean Connolly’s retirement.

• Advanced Board refreshment with two new independent directors and prepared for new committee leadership in fiscal 2027.

• Fiscal 2026 performance was below expectations, but full-year results met original guidance for organic net sales growth, adjusted operating margin, and adjusted EPS.

• Free cash flow conversion reached 119%, and net debt was reduced by nearly $1 billion.

• Innovation remained central, with successful product launches and a focus on expanding better-for-you offerings and ingredient transparency.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors, advisory approval of executive compensation, ratification of KPMG LLP as independent auditor for fiscal 2027, and a shareholder proposal to limit Board authority to issue blank-check preferred stock.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the shareholder proposal on preferred stock.

Board of directors and corporate governance

• Board reduced to 11 members, with 91% independence and a mix of tenures and backgrounds.

• Recent refreshment added five new independent directors since 2021, including two in 2026.

• All standing committees are fully independent, with new Chairs appointed for Audit/Finance, Human Resources, and Nominating and Corporate Governance Committees.

• Board leadership structure separates Chair and CEO roles, with a robust director nomination and evaluation process.

• Shareholder rights include proxy access, right to call special meetings, and act by written consent.