CONAGRA BRANDS INC (CAG)
Sector: Consumer Staples
2026 Annual Meeting Analysis
CONAGRA BRANDS INC · Meeting: September 23, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Arora has served since 2018 and his full tenure overlaps Conagra's severe stock underperformance — the company's 3-year return of -44.2% trails the compensation peer group median by 29.2 percentage points, well above the 20-point trigger for companies with negative absolute returns, and the 5-year record (-34.6pp below peers) confirms this is sustained underperformance rather than a temporary dip, so no mitigant applies.
Mr. Brown has served since 2013 and his entire tenure overlaps Conagra's underperformance; the 3-year return gap of -29.2 percentage points versus the peer median exceeds the 20-point threshold applicable when absolute returns are negative, and the 5-year gap of -34.6pp confirms sustained underperformance with no mitigating improvement over the longer horizon.
Mr. Dowdie joined in March 2022, more than 24 months before this meeting, so the new-director exemption does not apply; Conagra's 3-year return trails its peer group median by 29.2 percentage points, triggering a vote against, and the 5-year data does not provide a mitigant as underperformance is similarly severe over that window.
Mr. Lenny has been a director since 2009 and Independent Board Chair since 2018, making him one of the longest-serving and most accountable members for Conagra's performance; the company's 3-year stock return trails its peer group median by 29.2 percentage points — well above the 20-point trigger — and the 5-year gap of -34.6pp shows the underperformance is not transient, so no mitigant applies.
Ms. Lora has served since 2019 and her full tenure overlaps the period of severe stock underperformance; at -29.2 percentage points below the peer median over three years (with negative absolute returns), the trigger fires, and the 5-year record confirms sustained underperformance rather than a temporary downturn.
Ms. Marshall has served since 2007 and is one of the longest-tenured directors on the board; Conagra's 3-year return of -44.2% trails the peer group median by 29.2 percentage points, and the 5-year gap of -34.6pp shows this is entrenched underperformance — the longest-serving directors bear the greatest accountability.
Ms. Paulonis joined in August 2022, more than 24 months before this meeting, so she is subject to the TSR trigger; Conagra's 3-year return trails its peer median by 29.2 percentage points with negative absolute returns, which exceeds the 20-point threshold, and the 5-year data does not offer a mitigant given equally severe underperformance.
For Analysis
Mr. Brase joined as CEO and director on June 1, 2026, which is within the 24-month new-director exemption from the TSR trigger; no other disqualifying factors are present.
Mr. Fraga joined in September 2023, which is slightly beyond the 24-month exemption but less than 3 years; because his tenure covers less than half of the 3-year underperformance window, policy calls for flagging rather than automatically voting against — he cannot be meaningfully held accountable for underperformance that largely predates his service.
Mr. Mulligan joined the board in February 2026, well within the 24-month new-director exemption from the TSR trigger, and no other disqualifying factors are present.
Mr. Satriano joined the board in February 2026, well within the 24-month new-director exemption from the TSR trigger, and no other disqualifying factors are present.
Conagra's stock has lost 44.2% over the past three years while the compensation peer group median declined only 15.0% — a gap of -29.2 percentage points that triggers AGAINST votes for all directors whose tenure meaningfully overlaps the underperformance period. Three new directors (Brase, Mulligan, Satriano) receive FOR votes under the 24-month exemption, and Fraga receives a FOR vote because his tenure of approximately 35 months covers less than half of the 3-year underperformance window. The remaining seven longer-serving directors are voted AGAINST. The PBJ (Invesco Dynamic Food & Beverage ETF) benchmark independently confirms a -54.0pp three-year gap, reinforcing the severity of underperformance.
Say on Pay
✗ AGAINSTCEO
Sean Connolly
Total Comp
$13,120,822
Prior Support
88.7%%
Conagra's stock lost 44.2% over three years while the compensation peer group median declined only 15.0%, a gap of -29.2 percentage points that triggers a vote against on pay-for-performance alignment grounds — shareholders have suffered significant losses while variable pay continued to be paid out above target on the annual bonus (111% payout). Although the three-year performance share plan paid out at only 35.7% of target (showing some alignment), the CEO received a $10 million long-term incentive grant and $13.1 million in total compensation against a backdrop of severe stock underperformance, and the annual cash bonus paying above target at 111% while the stock fell sharply is a disconnect that the policy flags as a No. Prior-year support of 88.7% does not override the pay-for-performance trigger.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
20 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG has served as Conagra's auditor since fiscal 2006 (approximately 20 years), which is below the 25-year tenure threshold that would trigger a no vote; the proxy discloses that six different lead audit partners have rotated over that period, which meaningfully mitigates independence concerns from long tenure, and no material restatements or non-audit fee ratio issues are identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal to Limit Board Authority to Issue 'Blank-Check' Preferred Stock
The Accountability Board, Inc. is asking that shareholders get to vote before the board issues preferred stock in ways that could shift voting power or block a takeover — this is a mainstream governance improvement that directly protects shareholder rights. The proposal carves out ordinary business uses (raising capital or making acquisitions) and only requires approval when preferred stock would affect voting control, which is a reasonable and targeted ask. The board's opposition — that this would limit flexibility and disadvantage the company versus peers — is a standard management talking point that does not override the fundamental principle that shareholders should control decisions that affect their own voting power.
Overall Assessment
Conagra's 2026 annual meeting ballot is dominated by the company's severe three-year stock underperformance — a -44.2% return against a peer median of -15.0% — which triggers AGAINST votes for seven of eleven director nominees and a vote against the executive pay program on pay-for-performance grounds. The auditor ratification passes cleanly, and the blank-check preferred stock proposal from The Accountability Board earns a FOR vote as a legitimate governance improvement that protects shareholder voting rights.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing