Fiscal 2021 Proxy Statement

2021 PROXY STATEMENT Notice of Annual Meeting of Shareholders to be held September 15, 2021 Notice of Internet Availability of Proxy Materials We are pleased to provide access to our proxy materials via the internet. Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended May 30, 2021 are available at http://www.conagrabrands.com/investor-relations/financial-reports/annual-reports. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of our Notice of Annual Meeting, Proxy Statement and Annual Report unless you specifically request a copy. You may request a paper copy by following the instructions on the Notice of Internet Availability of Proxy Materials. We began making our proxy materials available on or about August 6, 2021. Conagra Brands, Inc. 222 W. Merchandise Mart Plaza Suite 1300 Chicago, Illinois 60654 August 6, 2021 Dear Shareholders, I am pleased to invite you to join us for the Conagra Brands Annual Meeting of Shareholders, or the Annual Meeting, which will be held virtually via live webcast on Wednesday, September 15, 2021, at 2:00 p.m. CDT. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CAG2021. We have decided to hold the Annual Meeting virtually again this year due to the ongoing coronavirus (COVID-19) pandemic. In addition to supporting the health and well-being of our shareholders, employees, and their families, we believe that hosting a virtual Annual Meeting enables greater shareholder attendance and participation, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost of the Annual Meeting. The Annual Meeting will include a brief report on our business, a discussion of and voting on matters described in the Notice of 2021 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session. For Conagra Brands, fiscal 2021 was a year of successfully managing through dynamic conditions. New consumers found our brands and became repeat purchasers of our innovative products. We grew share versus the competition and continued to invest in the long-term health of our business. Our dedicated employees performed well in very challenging circumstances and without their dedication, we could not have delivered for our consumers, customers, or shareholders. We enter fiscal 2022 believing in the long-term prospects for our business. On behalf of our entire organization, I thank you for your shared confidence that Conagra Brands continues to be a compelling investment opportunity. Sincerely, Sean Connolly President and Chief Executive Officer 2021 PROXY STATEMENT III Notice of 2021 Annual Meeting of Shareholders and Proxy Statement When Where Who May Vote Wednesday, Online at Shareholders of record as September 15, 2021 www.virtualshareholdermeeting.com of the close of business on 2:00 p.m. CDT /CAG2021 July 26, 2021 ITEMS OF BUSINESS 1. To elect the director nominees named in the Proxy Statement, each for a term expiring at the next Annual Meeting; 2. To ratify the appointment of KPMG LLP as our independent auditor for fiscal 2022; 3. To approve, on an advisory basis, our named executive officer compensation; 4. To consider one shareholder proposal described in the Proxy Statement, if properly presented at the Annual Meeting; and 5. To transact any other business properly brought before the Annual Meeting, or any postponement or adjournment thereof. Colleen Batcheler Executive Vice President, General Counsel and Corporate Secretary August 6, 2021 Attend Online You are entitled to attend and participate in the Annual Meeting if you were a shareholder of record as of the close of business on July 26, 2021. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. You may also ask questions, vote online, and examine our shareholder list during the Annual Meeting by following the instructions provided at www.virtualshareholdermeeting.com/CAG2021. Please see “Additional Information About the Meeting” beginning on page 91 of the accompanying Proxy Statement for details regarding the Annual Meeting. Even if you plan to attend the Annual Meeting, please promptly vote your shares in advance by proxy. YOUR VOTE IS IMPORTANT. IV CONAGRA BRANDS Table of Contents Conagra Brands at a Glance .................... 1 Executive Compensation Matters VOTING ITEM #3: Board of Directors Approval, on an Advisory Basis, of Our & Corporate Governance Named Executive Officer Compensation VOTING ITEM #1: VOTING ITEM #4: Election of Director Nominees Shareholder Proposal Voting Recommendations ....................... 5 Compensation Discussion and Analysis .......... 47 WhoWeAre...................................11 Other Fiscal 2021 Compensation ................ 62 How We Are Selected ..........................22 Compensation Committee Report ............... 69 Summary Compensation Table — Fiscal 2021 ..... 69 How We Govern ...............................24 Grants of Plan-Based Awards — Fiscal 2021 ....... 72 How We Are Compensated .....................36 Outstanding Equity Awards at Fiscal Year-End — Fiscal 2021 ......................... 73 Audit Matters Option Exercises and Stock Vested — Fiscal 2021 ................................... 75 VOTING ITEM #2: Pension Benefits — Fiscal 2021 .................. 75 Ratification of the Appointment of KPMG LLP as Our Independent Nonqualified Deferred Compensation — Auditor for Fiscal 2022 Fiscal 2021 ................................... 76 Potential Payments Upon Termination or Change Audit / Finance Committee Report ...............41 of Control .................................... 78 CEO Pay Ratio ................................ 88 Stock Ownership Information on Stock Ownership ................ 89 Other Matters Additional Information About the Meeting ....... 91 Appendix A — Reconciliation of GAAP and Non-GAAP Information ........................A-1 Appendix B — ESG Quick Summary .............B-1 2021 PROXY STATEMENT V Proxy Statement We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors of Conagra Brands, Inc. (referred to as Conagra Brands, Conagra or the company) of proxies to be voted at the Annual Meeting of Shareholders to be held on September 15, 2021. We began making our proxy materials available to shareholders on or about August 6, 2021. Conagra Brands At a Glance This summary highlights some of the information contained in this proxy statement. You should read the entire proxy statement before voting. Our Company Conagra Brands (NYSE: CAG), headquartered in Chicago, is one of North America’s leading branded food companies. Conagra Brands combines a rich heritage of making great food with a sharpened focus and entrepreneurial spirit. We’re committed to modernizing our iconic food brands, leveraging fresh opportunities, and adapting to a changing landscape – all with a culture that is ready to capture growth and drive shareholder value. Conagra’s iconic brands, such as Birds Eye®, Duncan Hines®, Healthy Choice®, Marie Callender’s®, Reddi-wip®, and Slim Jim®, as well as emerging brands, including Angie’s® BOOMCHICKAPOP®, Duke’s®, Earth Balance®, Gardein®, and Frontera®, offer choices for every occasion. 1 CONAGRA BRANDS Our Vision During fiscal 2021, we revisited our company’s mission and vision, and recommitted as an organization to our collective focus. At Conagra, we aspire to have the most impactful, energized, and inclusive culture in food. We seek to build a diverse team that embraces debate to challenge marketplace and business conventions. We strive to be respected for our great brands, great food, great margins, and consistent results. By the Numbers Number of Locations Fiscal 2021 Revenue: Number of Employees ~50 ~$11.2 Billion ~18,600 Fiscal 2021 Highlights For Conagra Brands, fiscal 2021 was a year of successfully managing through dynamic conditions. New consumers found our brands and became repeat purchasers of our innovative products. We grew share versus the competition and continued to invest in the long-term health of our business. Our dedicated employees performed well in very challenging circumstances and our commitment to employee health and safety remained a primary focus. We enter fiscal 2022 continuing to believe in the long-term prospects for our business. Given the dynamic environment created by the COVID-19 pandemic, we provided fiscal 2021 guidance on a quarter-to-quarter basis. Ultimately, we delivered results consistent with and in some instances above our guidance throughout the year. Organic Net Sales Adjusted Operating Margin Adjusted Diluted EPS FY21 Q1 Exceeded Guidance Exceeded Guidance Exceeded Guidance FY21 Q2 Exceeded Guidance Exceeded Guidance Exceeded Guidance FY21 Q3 Exceeded Guidance Met Guidance Met Guidance FY 21 Q4 Met Guidance Met Guidance Met Guidance We achieved our leverage goal for fiscal 2021 ahead of schedule. 2021 PROXY STATEMENT 2 Specific performance highlights from fiscal 2021 include the following: • Organic Net Sales Growth: • Portfolio Changes: We experienced strong organic net sales growth in all We continued our portfolio sculpting work in fiscal three of our retail segments in fiscal 2021, driven by 2021. We completed the

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