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Notice of 2016 Annual Meeting of Shareholders and Proxy Statement ConAgra Foods, Inc. 222 West Merchandise Mart Plaza Suite 1300 Chicago, Illinois 60654 August 10, 2016 Dear Fellow Shareholder: I am pleased to invite you to join us for the ConAgra Foods, Inc. Annual Meeting of Shareholders, which will be held on Friday, September 23, 2016, at 8:30 a.m. Central Daylight Time at the Hyatt Regency Chicago at 151 East Wacker Drive, West Tower, Crystal Ballroom A in Chicago, Illinois. The Annual Meeting will include a report on our business, a discussion of and voting on the matters described in the Notice of 2016 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session. Thank you for your continued investment in ConAgra Foods, Inc. Sincerely, Sean Connolly Chief Executive Officer Notice of 2016 Annual Meeting of Shareholders Date and Time Friday, September 23, 2016 8:30 a.m. Central Daylight Time (Registration will begin at 7:30 a.m. CDT) Place Hyatt Regency Chicago, West Tower Crystal Ballroom A 151 East Wacker Drive Chicago, Illinois 60601 If you attend the meeting, you will be asked to present a valid form of government-issued photo identification and an admission ticket or bank/brokerage statement to confirm stock ownership as of the record date. Audiocast If you cannot attend the meeting in person, you may join a live audiocast on the Internet by visiting http://investor.conagrafoods.com at 8:30 a.m. Central Daylight Time on September 23, 2016. Whether or not you plan to join us in person, please be sure to vote your shares by proxy. It is important that your shares be represented. Items of Business Š To elect as directors the 11 nominees named in the Proxy Statement Š To ratify the appointment of KPMG LLP as our independent auditor for fiscal 2017 Š To vote to approve, on a non-binding advisory basis, the compensation of our named executive officers Š To transact any other business properly brought before the meeting Who May Vote Shareholders of record as of the close of business on July 29, 2016 are entitled to notice of and to vote at the meeting and at any postponements or adjournments thereof. August 10, 2016 Colleen Batcheler Corporate Secretary 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 29, 2016 are available at http://investor.conagrafoods.com. 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 first available on or about August 10, 2016. Table of Contents Page Summary of the Proxy Statement ............................................................................ i Proxy Statement .......................................................................................... 1 Voting Item #1: Election of Directors .................................................................... 2 Corporate Governance ............................................................................... 10 Board Committees .................................................................................. 14 Compensation Discussion and Analysis .................................................................. 17 Compensation Committee Report ...................................................................... 37 Executive Compensation ............................................................................. 38 Summary Compensation Table – Fiscal 2016 .......................................................... 38 Grants of Plan-Based Awards – Fiscal 2016 ........................................................... 40 Outstanding Equity Awards at Fiscal Year-End – Fiscal 2016 .............................................. 41 Option Exercises and Stock Vested – Fiscal 2016 ....................................................... 42 Pension Benefits – Fiscal 2016 ..................................................................... 43 Non-Qualified Deferred Compensation – Fiscal 2016 ................................................... 44 Potential Payments Upon Termination or Change of Control ............................................. 47 Non-Employee Director Compensation .................................................................. 57 Information on Stock Ownership ....................................................................... 61 Audit / Finance Committee Report ...................................................................... 63 Voting Item #2: Ratification of the Appointment of Independent Auditor for Fiscal 2017 ........................... 64 Voting Item #3: Advisory Approval of Named Executive Officer Compensation ................................... 65 Additional Information ............................................................................... 66 Summary of the Proxy Statement We have included this summary of the Proxy Statement to assist as you review the proposals to be acted upon. The following information is only a summary, and you should read the entire Proxy Statement before voting. Board Voting Items: Recommendation Page Item #1 – Election as directors of 11 nominees named in the Proxy Statement FOR all nominees 2 Item #2 – Ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2017 FOR 64 Item #3 – Vote to approve, on a non-binding advisory basis, the compensation of our named FOR 65 executive officers We will also transact any other business that is properly brought before the meeting. Fiscal 2016 Highlights Fiscal 2016 was a year of transformation for ConAgra Foods. In Mr. Sean Connolly’s first full fiscal year as our Chief Executive Officer, he quickly mobilized the organization in pursuit of a new strategic path. Based on specific business imperatives outlined by Mr. Connolly and the rest of our management team at the beginning of the year, we developed a fiscal 2016 plan to expand margins in the Consumer Foods business, continue the track record of solid volume and profit delivery in the Commercial Foods business and pursue strategic alternatives for our Private Brands business. Management also launched work internally to develop a major cost reduction initiative. During fiscal 2016, the company took meaningful steps toward becoming a higher-margin, more contemporary and higher- performing company by delivering against each of our imperatives. We delivered on our adjusted EPS (as defined below) goal, grew operating profit in our segments by more than 5%, developed a robust plan to deliver $300 million in annual run-rate efficiencies by the end of fiscal 2018, began meaningfully transforming our portfolio, strengthened our balance sheet, took bold steps to transform our culture and maintained our annual dividend rate of $1.00 per share. Our strong performance in fiscal 2016 drove above-target payouts under our fiscal 2016 Management Incentive Plan and impacted the payout determinations under the fiscal 2014 to 2016 cycle (and a portion of the fiscal 2016 to 2018 cycle) of our Performance Share Plan. More specifically: • Our fiscal 2016 annual, cash-based Management Incentive Plan funded and paid out at above-target levels, due to the company’s earnings performance during fiscal 2016 and the individual contributions of our executives. • Under the fiscal 2014 to 2016 cycle of our long-term, stock based Performance Share Plan, we achieved above-threshold but below-target earnings before interest, taxes, depreciation and amortization return on capital and a payout equal to 25% of target was authorized for each named executive officer. For these awards, strong performance in fiscal 2016 was insufficient to overcome weaker financial performance in fiscal years 2014 to 2015. • Under the first 1/3 of the fiscal 2016 to 2018 cycle of the Performance Share Plan, the company achieved results that aligned to maximum awards. However, this cycle remains outstanding, and payouts under the program remain contingent on the company’s achievement of adjusted EPS goals for fiscal years 2017 and 2018. During the performance period relevant to compensation decisions for the fiscal year ended 2016, the closing market price of our common stock rose from $38.87 per share on the first trading day of fiscal 2016 to $45.29 per share on the last trading day of fiscal 2016. With dividends, this represents a total return to shareholders of 19.1%. On a three-year basis, the closing market price of our common stock grew from $34.98 per share on the first trading day of fiscal 2014 to $45.29 per share on the last trading day of fiscal 2016. With dividends, this represents a total return to shareholders of 38.1%. The Human Resources Committee of the Board of Directors, which we refer to as the HR Committee, believes that these outcomes appropriately reflect its pay-for-performance philosophy, which is focused on compensating executives based on performance and aligning management’s interests with those of our shareholders. It has applied this philosophy in prior years, and we have received strong shareholder support for our “say-on-pay” voting item (Item #3 in this Proxy Statement). The HR Committee intends to continue focusing on compensating executives based on impact and