UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

(Rule14a-101)

SCHEDULE 14A INFORMATION

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the Securities Exchange Act of 1934

(Amendment No.    )

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ConAgra Foods,Conagra Brands, Inc.

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				ConAgra Foods,Conagra Brands, Inc. One ConAgra Drive222 Merchandise Mart Plaza Omaha, NE68102-5001Suite 1300 Phone:(402) 240-4000Chicago, Illinois 60654

August 7, 2015August10, 2018

Dear Fellow Shareholder:fellow shareholder:

I am pleased to invite you to join us for the ConAgra FoodsConagra Brands, Inc. Annual Meeting of Shareholders, which will be held on Friday, September 25, 2015, in Omaha, Nebraska,21, 2018, at 8:30 a.m. Central Daylight Time atin the Joslyn Art Museum, 2200 DodgeGrand Salon on the 11^th floor of the Gwen Hotel, 521 North Rush Street Omaha, Nebraska 68102.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 20152018 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session.

Thank you for your continued investment in ConAgra Foods.Conagra Brands.

Sincerely,

Sean Connolly

Chief Executive Officer

Sean Connolly

Chief Executive Officer

Notice of 2015 Annual Meeting of Shareholders

Date and Time

Friday, September 25, 2015

8:30 a.m. Central Daylight Time

(Registration will begin at 7:30 a.m. CDT)

Place

The Witherspoon Concert Hall of the Joslyn Art Museum

2200 Dodge Street

Omaha, Nebraska 68102

If you attend the meeting, you must bring your ticket or confirming bank/brokerage statement as well as some form of government-issued photo identification.

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. CDT, on September 25, 2015.

Whether or not you plan to join us in person, please be sure to vote your shares by proxy.

Items of Business

Who May Vote – Record Date

Shareholders of record as of the close of business on July 30, 2015 are eligible to vote at the meeting and at any postponements or adjournments thereof.

August 7, 2015

Colleen Batcheler

Corporate Secretary

Notice of 2018 Annual Meeting of Shareholders

Items of Business

Whether or not you plan to attendin-person, please be sure to vote your shares by proxy.

Your vote is important.

Table of Contents

Proxy Statement

ConAgra Foods,Conagra Brands, Inc.

One ConAgra Drive222 Merchandise Mart Plaza, Suite 1300

Omaha, NE 68102-5001Chicago, Illinois 60654

We are furnishing this Proxy Statement to our shareholders in connection with the solicitation by ourthe Board of Directors of proxies to be usedvoted at the 2015Conagra Brands, Inc. 2018 Annual Meeting of Shareholders, of ConAgra Foods, Inc.which we refer to as the 2018 Annual Meeting. We are first making our proxy materials first available to shareholders on or about August 7, 2015.August10, 2018.

Shareholders of record atas of the close of business on July 30, 201531, 2018 are entitled to attend and to vote at the meeting2018 Annual Meeting and at any postponements or adjournments.adjournments of the 2018 Annual Meeting. On July 30, 2015,31, 2018, there were 431,734,984391,645,253 voting shares of our common stock, par value $5.00 per share, of Conagra Brands, Inc., or Conagra Brands, issued and outstanding. Each share of common stock is entitled to one vote.vote for each director to be elected and one vote for each of the other matters to be voted on.

Your vote is very important. For this reason, theThe Board of Directors is requestingrecommends that you vote your sharessubmit a proxy card in advance of the meeting by proxy.2018 Annual Meeting to ensure that your shares are voted as you direct, even if you are unable to attend the 2018 Annual Meeting.

If you hold shares of ConAgra Foods common stock of Conagra Brands in your own name (also known(known as ownership “of record” ownership)), you can come tomay attend the meeting and vote your shares in person or you canmay vote your shares by proxy in one of the following manners:

Internet and telephone voting is available through 11:59 p.m. Eastern Time on Tuesday, September 22, 201518, 2018 for shares held in the ConAgra FoodsConagra Brands Employee Stock Purchase Plan or the TreeHouse Private Brands Retirement Income Savings Plan or the ConAgra Foods Employee Stock Purchase Plan. Internet and telephone voting is available through 11:59 p.m. Eastern Time on Thursday, September 24, 201520,2018 for all other shares.

If a broker, bank or other nominee holds your stockshares (also known as ownership in “street name” ownership)), ityour broker, bank or nominee, as applicable, will send you a voting instruction form. You may vote your shares by completing, signing, dating and returning the voting instruction form according to the instructions provided by your broker, bank or other nominee. If you wish to vote in person at the meeting, you must obtain from your broker, bank or nominee a “legallegal proxy” executed in your favor, from the broker, bank or nominee.favor.

SeePlease see “Additional Information” at the end of this Proxy Statement for more voting information.information about voting.

Voting Item #1 – Election of Directors

A short biographyBiographical Information for each nominee follows.Director Nominees (as of July 31, 2018)

Voting Item #1 – Election of Directors

Voting Item #1 – Election of Directors

Voting Item #1 – Election of Directors

Voting Item #1 – Election of Directors

Voting Item #1 – Election of Directors

Voting Item #1 – Election of Directors

Voting Item #1 – Election of Directors recommends a vote “FOR” each of the listed nominees.

Corporate Governance

Corporate Governance

Governance Practices

The Board of Directors is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes, assesses the regulatory and legislative environment and adopts governance practices as needed that support informed, competent and independent oversight on behalf of our shareholders. Our Corporate Governance Principles provide a summary of these practices, and are available on our website athttp://investor.conagrafoods.com through the “Corporate Governance” link. Highlights of our governance practices include:

Annual Election of Directors:  To promote greater accountability to shareholders, all of our directors standnine director nominees for election annually.

Majority Voting in Uncontested Director Elections:  To be elected in an uncontested election, a director nominee must receive the affirmative vote of a majority of the votes cast in the election. If an incumbent nominee is not elected, he or she is required to promptly tender a resignation to the Board currently serve as members of Directors.the Board. All nominees, other than Mr. Anil Arora, were elected by shareholders at our 2017 Annual Meeting of Shareholders. The Board will act onappointed Mr. Arora as a director of Conagra Brands effective as of July 17, 2018. Mr. Arora was first introduced to the tendered resignation and publicly disclose its decision within 90 days after certificationN/G/PA Committee as a potential nominee by current director, Richard H. Lenny.

If any of the nominees becomes unavailable for election results.to the Board for any reason not presently known or contemplated, the proxy holders will have discretionary authority in that instance to vote the proxies for a substitute. The proxies cannot be voted for a greater number of persons than the nine nominees named.

Over 90% Director Independence:  TheThree current Board members are not standing forre-election at the 2018 Annual Meeting. Bradley A. Alford and Thomas W. Dickson have not been nominated to stand forre-election. In accordance with our retirement policy for directors, Steven F. Goldstone has determined that 11not been nominated to stand forre-election and will retire from the Board at the 2018 Annual Meeting.

Roles and Responsibilities of our 12the Board nominees – directors Alford, Brown, Butler, Goldstone, Gregor, Johri, Jurgensen, Lenny, Marshall, McLevish, and Schindler – have no material relationship with ConAgra Foods and are independent within the meaning of our independence standards.Its Committees

Board Leadership Structure:  OurStructure

The Board of Directors believes that independent Board leadership is a critical component of our governance structure. Our Corporate Governance Principles require us to have either an independent Chairman of the Board or, a lead independent director if the positions of Chairman and Chief Executive Officer are held by the same person.person, a lead independent director. Since 2005, our Chairman and Chief Executive OfficerCEO roles have been separate. With separate Chairman and Chief Executive OfficerCEO roles, our Chief Executive OfficerCEO can focus his time and energy on setting the strategic direction for the company, overseeing daily operations, engaging with external constituents, developing our leaders and promoting employee engagement at all levels of the organization. Meanwhile, our independent Chairman leads the Board in the performance of its duties by establishing agendas and ensuring appropriate meeting content, engaging with the Chief Executive OfficerCEO and senior leadership team between Board meetings on business developments and providing overall guidance to our Chief Executive OfficerCEO as to the Board’s views and perspectives, particularly on the strategic direction of the company.

Independent Board Committees

The Board has established four standing committees: the Audit / Finance Committee, the Executive Committee, the HR Committee, and the N/G/PA Committee. The Audit / Finance Committee, Charters:  EachHR Committee and N/G/PA Committee operate under written charters that have been approved by the full Board; each are comprised entirely of independent directors.

Membership on each of the Audit/Board’s standing committees, as of July 31, 2018, was as follows:

Voting Item #1 – Election of Directors

The Board’s Audit / Finance Committee

Financial Expertise and Financial Literacy

The Board has determined that directors Butler and Omtvedt are qualified as audit committee financial experts within the meaning of SEC regulations and that directors Arora, Brown and Gregor are financially literate within the meaning of NYSE rules.

Related-Party Transactions

The Audit / Finance Committee has adopted a written policy regarding the review, approval, and ratification of related-party transactions. Under the policy, all related-party transactions must bepre-approved by the Audit / Finance Committee unless circumstances makepre-approval impracticable. In the latter case, management may enter into the transaction, but the transaction remains subject to ratification by the Audit / Finance Committee at its next regular,in-person meeting. In determining whether to approve or ratify a related-party transaction, the Audit / Finance Committee will take into account, among other factors it deems appropriate, whether the transaction is fair and reasonable to the company and the extent of the related-party’s interest in the transaction. No director is permitted to participate in any approval of a related-party transaction in which he or she is involved. On at least an annual basis, the Audit / Finance Committee reviews and assesses ongoing related-party transactions to determine whether the relationships remain appropriate. All related-party transactions are disclosed to the full Board.

Voting Item #1 – Election of Directors

The Board’s Executive Committee

The Board’s Human Resources Committee

Executive and Director Compensation

The HR Committee has retained authority over the determination of executive and director compensation, subject only to the further involvement of the other independent directors with respect to the approval of the overall compensation fornon-employee directors and any base salary change for the CEO. The HR Committee may delegate its responsibilities to subcommittees comprised of one or more HR Committee members or to selected members of management, subject to requirements of ourby-laws and applicable laws, regulations and the terms of shareholder-approved plans. Additional information about the HR Committee’s processes for determining executive compensation and the role of the HR Committee’s compensation consultant can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

The committee members set forth above served as members of the HR Committee during fiscal 2018. During fiscal 2018, none of the current or former executive officers of Conagra Brands or any of its current employees served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on the HR Committee or the Board of Conagra Brands.

Voting Item #1 – Election of Directors

Additional information about the roles and responsibilities of the HR Committee is provided in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The Board’s Nominating, Governance and Public Affairs Committees is comprised entirelyCommittee

Director Nomination Process

The N/G/PA Committee considers Board candidates suggested by Board members, management and shareholders. The N/G/PA Committee may also retain a third-party search firm to identify candidates. A shareholder recommending a prospective nominee for Board membership must notify our Corporate Secretary in writing at least 120 days before the annual meeting and include whatever supporting material the shareholder considers appropriate. The N/G/PA Committee will also consider nominations by a shareholder pursuant to the provisions of independent directorsour amended and each operates underrestated bylaws. See “Additional Information – Shareholder Proposals to be Included in our 2019 Proxy Statement” and “Additional Information – Other Shareholder Proposals to be Presented at our 2019 Annual Meeting.”

The N/G/PA Committee makes an initial determination as to whether to conduct a written charter thatfull evaluation of a director candidate once he or she has been approved by the full Board.

Regularly-Scheduled Executive Sessions:  The Board of Directors meetsidentified. This initial determination is based on a regularly-scheduled basis and holds an executive session without management present at every regularly-scheduled meeting. The Board holds five regularly-scheduled meetings per year. The Chairman of the Board presides at all Board meetings, including executive sessions.

Board, Committee and Individual Self-Evaluation Process:  The Board of Directors and each standing Committee evaluate Board, Committee and individual Director performance each year.

Director Attendance at Board Meetings and Annual Shareholders Meeting:  During fiscal 2015, the Board met nine times (five regular meetings and four special meetings) and acted by unanimous written consent once. All members attended at least 75% of the total number of meetings that required his or her attendance. Ourwhether additional Board members are encouragednecessary or desirable. It is also based on whether, based on the information provided or otherwise available to attend the annual shareholders’ meeting. All nominees who were servingN/G/PA Committee, the prospective nominee is likely to satisfy the evaluation factors described below. If the N/G/PA Committee determines that additional consideration is warranted, it may request a third-party (e.g., a search firm) to gather additional information about the prospective director candidate. The N/G/PA Committee may also elect to interview a candidate.

The N/G/PA Committee evaluates each prospective director candidate against the standards and qualifications set forth in our Corporate Governance Principles, including, but not limited to:

Voting Item #1 – Election of Directors

With respect to Board diversity, the N/G/PA Committee assesses whether the Board, collectively, represents diverse views, backgrounds and experiences that will enhance the Board’s and our effectiveness. The N/G/PA Committee seeks directors who have qualities to achieve the goal of a well-rounded, diverse Board as a whole.

After completing its evaluation process, the N/G/PA Committee makes a recommendation to the full Board as to who should be nominated, and the Board determines the director nominees after considering the N/G/PA Committee’s recommendations. The evaluation process for nominees recommended by shareholders does not differ from the process set forth above.

The Board’s Role in Risk Oversight

Our senior leadership is responsible for identifying, assessing, and managing our exposure to risk. A component of this work is performed through twomanagement-led, Board-appointed committees: the Enterprise Risk Management Committee, which is chaired by our Chief Risk Officer and focuses on assessing and managing enterprise-wide risk, and the Risk Oversight Committee, which ischaired by our Chief Risk Officer and focuses on financial risk related to commodities, foreign currency, interest rate, credit, insurable risk, risk of loss and counterparty risk. The Board and its committees play an active role in overseeing management’s activities and ensuring that management’s plans are balanced from a risk/reward perspective. The Board and its committees perform this oversight through the following mechanisms.

Board Level Discussion

Each fiscal year, at least one Board meeting includes a discussion of our strategic plan and the longer-term risks and opportunities we face. At other times of the 2014 Annual Meetingyear, the Board receives reports from significant business units and functions. These presentations include a discussion of Shareholders attended that meeting.

Audit / Finance Committee Oversight

Corporate GovernanceThe Audit / Finance Committee’s charter requires it to review our processes for identifying and managing enterprise-wide risks facing Conagra Brands, including, but not limited to, financial risks (such as derivative and treasury risks) and operational risks, and to oversee our risks related to capital structure, including borrowing, liquidity, and allocation of capital. The Audit / Finance Committee also oversees our management of financial risks by, among other things, reviewing our significant accounting policies and the activities of management’s Enterprise Risk Management Committee and Risk Oversight Committee, maintaining direct oversight of our Internal Audit function, holding regular executive sessions with our Chief Financial Officer and Controller, our head of Internal Audit, and our independent auditors, and receiving regular legal and regulatory updates. Our management provides an enterprise risk management report to the Audit / Finance Committee on a semi-annual basis. The Chair of the Audit / Finance Committee reports to the full Board on its activities.

Human Resources Committee Oversight

The HR Committee reviews the company’s leadership development activities to ensure appropriate succession planning occurs and reviews the relationship between the company’s compensation programs and risk. The Chair of the HR Committee reports to the full Board on its activities.

Voting Item #1 – Election of Directors

Nominating, Governance and Public Affairs Committee Oversight

The N/G/PA Committee assists the Board in managing risks associated with Board organization, membership, and structure. It also assists management in the oversight of reputational risks and key public affairs matters. The Committee reviews the company’s policies and programs related to corporate citizenship, social responsibility, and public policy issues, such as sustainability, environmental responsibility, and philanthropic and political activities and contributions. The Chair of the N/G/PA Committee reports to the full Board on its activities.

Because issues related to risk oversight often overlap, certain issues may be addressed at both the committee and full Board level.

Our Corporate Governance Practices

Our Corporate Governance Practices

Commitment to Board Best Practices

The Board is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes, assesses the regulatory and legislative environment, communicates with investors, and adopts governance practices as needed that support informed, competent, and independent oversight on behalf of our shareholders. Our Corporate Governance Principles provide a summary of these practices and are available on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/principles. Highlights of our corporate governance practices include the following:

Our Corporate Governance Practices

Commitment to Compensation Best Practices

Annual Advisory Vote on Named Executive Officer Compensation:Compensation

Consistent with our shareholders’ preference as indicated at our 2011the 2017 Annual Meeting of Shareholders, our shareholders are given an opportunity every year to vote, on a non-bindingan advisory basis, to approve the compensation of our named executive officers on an annual basis.officer compensation.

Stock Ownership Guidelines for Directors and Senior Leadership:Leadership

Directors and senior leaders across the company are subject to stock ownership guidelines. Allnon-employee

Anti-Pledging/Anti-Pledging / Hedging Policy:Policy

Our directors and executive officers, including our named executive officers, are prohibited from pledging their ConAgra Foodsshares of Conagra Brands stock or hedging their ownership of ConAgra FoodsConagra Brands stock, including by trading in publicly-traded options, puts, calls, or other derivative instruments related to ConAgra FoodsConagra Brands stock or debt.

Clawback Policy:Policy

We have a Clawback Policyclawback policy that requires excess amounts paid to any of our senior officers under our incentive compensation programs to be recovered in the event of a material restatement of our financial statements for fiscal 2013 or later fiscal years, resultingwhen such restatement results from the fraudulent, dishonest or reckless actions of the senior officer.

Our Corporate Governance Practices

Commitment to Investor Engagement

We conduct investor outreach throughout the year. Our efforts help ensure that management and the Board understand and consider the issues that matter most to our stockholders and allow us to effectively address them. Management regularly attends investor conferences and holdsone-on-one meetings and calls with investors, and also has the opportunity to directly interact with investors and analysts during our quarterly earnings conference calls.

Commitment to Investing in Our People:People

We recognize that our employees are our greatest asset, and we strive to be a talent magnet. We are committed to our employees’ safety, development, and wellness. We have engaged employees who drive a foundation of safe practices. We take pride in attracting, retaining, and developing top talent, and we offer competitive compensation and benefit packages. We also provide comprehensive learning and development programs for our employees that begin when employees join the companyimmediately upon hire and continue throughout theirour employees’ careers. We also believe in providing the tools and incentives people need to make smart decisions about their health. A few examples of our people achievements in recent years include the following:

Commitment to Sustainable Business Practices and Corporate Citizenship:Citizenship

We believe that we have an obligation to be a good steward of the environment, give back to the communities we serve, and drive economic gain for stakeholders. These commitments are ingrained in our operations and our processes and have become a part of our culture. We have established clear corporate citizenship goals, and we favor transparency with stakeholders on our corporate responsibility progress. We are proud of our focus on corporate citizenship, and we routinely discuss these matters with the Board’s N/G/PA Committee.

Corporate Governance

A few examples of our many corporate responsibility achievements in recent years include the following:

Political Contributions and Lobbying Expenditure Oversight:Oversight

The N/G/PA Committee receives reports on the modest political activities of the company. Our political expenditures are limited, and we focus on matters that we believe will create or preserve shareholder value. We will begin publishingpublish a report of these activities on our website by August 31, 2015.at http://www.conagrabrands.com/investor-relations/corporate-governance/political-activity-disclosure.

Our senior leadership is responsible for identifying, assessing and managing our exposure to risk. A component of this work is performed through a management-led, Board-appointed Risk Oversight Committee, chaired by our Senior Vice President and Treasurer. Our Board of Directors and its committees play an active role in overseeing management’s activities and ensuring management’s plans are balanced from a risk/reward perspective. The Board and its committees perform this oversight through the following mechanisms:

Corporate Governance

Because issues related to risk oversight often overlap, certain issues may be addressed at both the Committee and full Board level.

Corporate Governance Materials Available on Our Website

To learn more about our governance practices, you can review any of the following listed documents athttp://investor.conagrafoods.com through the “Corporate Governance” link:www.conagrabrands.com/investor-relations/corporate-governance:

From time to time these documents are updated, and we promptly post amendedthe updated documents to our website. The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the SEC. The documents are also available in print to any shareholder who requests them from the Corporate Secretary.Secretary of Conagra Brands.

Communications with the Board

Interested parties may communicate with ourthe members of the Board, of Directors, ournon-management directors as a group, or the Chairman of the Board by writing to: ConAgra Foods

Conagra Brands Board of Directors

c/o Corporate Secretary, ConAgra Foods,Conagra Brands, Inc., Box 2000, One ConAgra Drive, Omaha, Nebraska 68102.

222 Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

Communications are compiled by the Corporate Secretary and forwarded to the addressee(s) on at least abi-weekly basis. The Corporate Secretary routinely filters communications that are solicitations, consumer complaints, unrelated to ConAgra FoodsConagra Brands, or ConAgra Foods’Conagra Brands’ business or determined to pose a possible security risk to the addressee.

Board CommitteesNon-Employee Director Compensation

Board Committees

Our Board of Directors has established various committees to assist in its responsibilities. Currently, our Board of Directors has four standing committees: the Audit / Finance Committee, the Executive Committee, the Human Resources Committee, or HR Committee, and the N/G/PA Committee. All members of the Audit / Finance Committee, HR Committee and N/G/PA Committee are independent under the applicable rules of the SEC and NYSE, as well as our independence standards.

Board Committees

Board Committees

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Introduction

Our fundamental objective is to create sustainable, profitable growth and long-term value for our shareholders. As shareholders themselves, our named executive officers are keenly focused on achieving this objective. To support this objective, we design our executive compensation program to promote attainment of our annual and long-term business goals. The HR Committee, which we refer to as the Committee throughout this Compensation Discussion and Analysis section, is responsible for approving the components of our executive compensation program, approving the financial targets that must be achieved to earn awards under the program, and authorizing payouts upon achievement of those targets.

This Compensation Discussion and Analysis section describes and analyzes our executive compensation program and its connection to our business performance. The focus of the analysis is on the company’s executive officers listed in the Summary Compensation Table of this Proxy Statement, who we refer to as the “named executive officers.”

For fiscal 2015, which began on May 26, 2014 and ended on May 31, 2015, our named executive officers are:

Our named executive officers for fiscal 2015 also include three former executives:

Executive Summary

Chief Executive Officer Change:  Mr. Sean Connolly became our Chief Executive Officer on April 6, 2015. Mr. Connolly was hired to succeed Mr. Gary Rodkin, who retired on May 31, 2015 after nearly 10 years of service. Mr. Connolly’s appointment followed Mr. Rodkin’s announcement, in August 2014, of his intention to retire. Aspects of this Compensation Discussion & Analysis focus solely on Mr. Rodkin, since he participated in the company’s full executive compensation program throughout fiscal 2015. Mr. Connolly entered into an employment agreement with the company in connection with his hiring. The terms of that agreement are described under “Agreements with Named Executive Officers – Mr. Connolly’s Employment Agreement” below.

Fiscal 2015 Goals:  Fiscal 2015 was a year focused on business stabilization, profit recovery, debt repayment and cost savings. The company set performance goals at the start of the fiscal year in each of these areas, and linked our executive compensation programs to those goals.

Compensation Discussion and Analysis

Specifically, we sought to deliver the following levels of performance:

Based on these financial goals, the Committee approved the following incentive programs and performance measures for performance periods beginning in fiscal 2015:

Our annual incentive plan is referred to as the MIP, for Management Incentive Plan. The long-term incentive plan consists of the performance share plan, or PSP, and the Stock Option program.

The Committee set performance goals for the fiscal 2015 MIP at levels that were expected to return target awards if the company met comparable EPS and net sales goals consistent with those shared with shareholders at the start of fiscal 2015. The three-year goals for the fiscal 2015 to 2017 cycle of our PSP were also set at levels linked to our expected growth rates for the three-year period. Lower levels of financial performance were expected to result in below-target payouts. Similarly, above-target awards could be earned by exceeding the company’s financial goals.

¹ Fiscal 2014 unadjusted diluted earnings per share from continuing operations was $0.37. A reconciliation for Regulation G purposes is included inAppendix A to this Proxy Statement.

Compensation Discussion and Analysis

Fiscal 2015 Performance: We achieved many of our fiscal 2015 goals, but fell short on others. Specifically, the company delivered the following results:

These accomplishments supported ongoing investment in our business segments, which delivered mixed results:

During the performance period relevant to compensation decisions contained in this Compensation Discussion and Analysis, the closing market price of our common stock rose from $31.56 per share on the first trading day of fiscal 2015 to $38.61 per share on the last trading day of fiscal 2015. With dividends, this represents a total return to shareholders of over 25%.

On a three-year basis, the closing market price of our common stock grew from $25.26 per share on the first trading day of fiscal 2013 to $38.61 per share on the last trading day of fiscal 2015. With dividends, this represents a total return to shareholders of over 64%.

² Fiscal 2015 unadjusted diluted earnings per share from continuing operations was $(1.46). A reconciliation for Regulation G purposes is included inAppendix A to this Proxy Statement.

Compensation Discussion and Analysis

Fiscal 2015 Compensation Decisions: Our performance for the fiscal 2015 and fiscal 2013 to 2015 periods drove the payout determinations under our fiscal 2015 MIP and the fiscal 2013 to 2015 cycle of our PSP:

In determining attainment of the underlying performance goals for the fiscal 2013 to 2015 cycle of the PSP, the Committee considered the impact of several events that it believes were not indicative of the comparable operating performance of the company’s businesses. Some of these items created benefits for the company, while some of them created incremental expense or lost sales. The impact of these items was removed from the company’s results for purposes of determining plan payouts. More information can be found below under “Use of Adjustments in Compensation Decisions.”

The Committee believes that these actions appropriately reflect its pay-for-performance philosophy. This philosophy is focused on compensating executives based on performance and aligning management’s interests with those of our shareholders.

Objectives of Our Compensation Program

Our executive compensation program is designed to encourage and reward behavior that promotes attainment of annual and long-term goals and sustainable growth in shareholder value. The Committee believes that the program must accomplish five objectives:

The Committee’s design of the compensation program with multiple objectives in mind helps mitigate the risk that employees will take unnecessary and excessive risks that threaten the long-term health and viability of the company.

Compensation Discussion and Analysis

With the assistance of Finance, Human Resources and Legal department personnel, and Frederic W. Cook & Co., Inc., the Committee’s independent compensation consultant, the Committee undertook a risk review of our fiscal 2015 compensation programs for all employees.

Based on the review, we believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the long-term. We believe our compensation policies and practices are balanced and aligned with creating shareholder value, and do not create risks that are reasonably likely to have a material adverse effect on the company.

Compensation Discussion and Analysis

Design and Approval of Our Fiscal 2015 Program

The Committee considered a variety of factors when approving the executive compensation program and setting pay for fiscal 2015. In this process, the Committee was benefited by the advice and counsel of its independent compensation consultant, Frederic W. Cook & Co., Inc.

The input of our shareholders is significant in this process. The Committee’s policy is to present a “say-on-pay” vote to our shareholders annually. Shareholder support has been strong in each of the years since say-on-pay voting was required under SEC rules, suggesting to the Committee that a significant change to the overall design of the program for fiscal 2015 was not warranted.

Taking into account the level of shareholder support on the company’s 2014 say-on-pay vote, which the Committee considered at its first meeting following our 2014 Annual Meeting, the Committee determined to maintain the existing structure of the executive officer compensation program for fiscal 2015.

Additionally, the Committee and management have continued to monitor voting policy changes adopted by institutional shareholders and their advisors, and the company expects that the Committee will continue to take those voting policies into account when it considers future changes to the executive compensation program.

The Committee also considered the following company and participant focused matters:

Company matters:

Participant-focused matters:

External Pay Comparisons.  Although the Committee uses internal and external pay comparison data as a market check on its compensation decisions, the Committee recognizes that over-reliance on external comparisons can be of concern, and the Committee is mindful of the value and limitations of comparative data. The Committee’s first step in using external data for fiscal 2015 was the identification of an appropriate peer group. Prior to the start of fiscal 2015, Frederic W. Cook & Co., Inc. prepared a list of potential peer companies (with an emphasis on food and beverage companies) based on the following criteria:

Compensation Discussion and Analysis

At the Committee’s direction, the consultant recommended companies with annual revenues in the range of between one-third to three times our own. If a larger or smaller company was a fit against the screening criteria, the consultant was permitted to include it. The Committee also asked the consultant to ensure that the peer group would be large enough to withstand unanticipated changes in our, or an included company’s, structure or compensation programs.

Ultimately, the Committee approved the following peer group for fiscal 2015:

With the exception of The H.J. Heinz Company, which was removed from the peer group in fiscal 2015 because it was acquired and ceased to be a publicly-traded company in June 2013, this same peer group was used for fiscal 2014. At the time of approval, the median revenue of the peer group listed above was similar to ours; all of the companies fell within the desired range of approximately one-third to three times our annual revenue, with the exception of PepsiCo. Although PepsiCo had revenues three times larger than ours, the Committee determined to keep it in the peer group due to its status as a direct competitor for business and executive talent. The Committee used data from this peer group, together with general industry data, as a market check on its fiscal 2015 compensation decisions. As noted above, this was just one of many factors that played a role in compensation decisions.

The Committee does not mandate target ranges for our named executive officers’ salaries, annual incentive opportunities, long-term incentive opportunities, and total direct compensation levels as compared to the peer group. The Committee will continue to use peer data mindfully, as one of many tools for assessing the market competitiveness and appropriateness of executive pay opportunities.

Management’s Role in the Design and Approval of our Programs. Our former Chief Executive Officer, Mr. Rodkin, who served for most of fiscal 2015, played a role in several key areas of the design of our fiscal 2015 executive compensation program. Mr. Connolly, our Chief Executive Officer since April 6, 2015, played a role in the determination of certain incentive compensation payouts, after financial results were complete:

Compensation Discussion and Analysis

Key Elements of our Fiscal 2015 Executive Compensation Program

The fiscal 2015 compensation of our named executive officers consisted of the following key components:

The Committee believes that using a mix of compensation types (salary, benefits, cash incentives, and equity-based incentives) and performance periods (one-year and three-year periods) promotes behavior consistent with our long-term strategic plan and minimizes the likelihood of executives having significant motivation to pursue risky and unsustainable results.

Opportunity Mix.  By design, targeted incentive compensation for the named executive officers for fiscal 2015 was a significant percentage of the total compensation opportunity. The Committee’s general policy is to provide the greatest percentage of the incentive opportunity in the form of long-term compensation payable in shares of our common stock. The Committee believes the emphasis on stock-based compensation is the best method of aligning management interests with those of our shareholders.

The charts below show the total compensation opportunity (calculated using salary, targeted fiscal 2015 MIP award and targeted long-term incentive value) for Mr. Rodkin (as he was the Chief Executive Officer at the time fiscal 2015 compensation decisions were made) and our other named executive officers. For Mr. Rodkin, targeted incentive compensation for fiscal 2015 was 86% of his total compensation opportunity. Our current Chief Executive Officer, Mr. Connolly, who joined late in fiscal 2015, has not been included in the charts below.

Compensation Discussion and Analysis

Named Executive Officer Considerations.  The Committee, and in the case of Mr. Rodkin, the independent directors, specifically considered the following when setting fiscal 2015 compensation opportunities for each of our named executive officers who were serving with us at the start of fiscal 2015. Actual business performance over the three year performance period of the PSP was the key determinant of payouts for these individuals under the fiscal 2013 to 2015 cycle of the PSP. As noted previously, no payments were made to the named executive officers under the fiscal 2015 MIP due to the company’s failure to meet the program’s unadjusted EPS threshold.

Current Named Executive Officers:

Mr. John Gehring.  Mr. Gehring has served as our Executive Vice President and Chief Financial Officer since 2009. Since he joined ConAgra Foods in 2002, Mr. Gehring has held roles with increasing responsibilities within our Finance organization, including responsibilities over key areas such as Accounting, Treasury, Risk, Investor Relations, Information Technology, Enterprise Business Services and Aviation. The Committee considered the broad scope of his responsibilities, his tenure, internal equity and external market data in setting his compensation opportunities for both fiscal 2015 and fiscal 2016.

Ms. Colleen Batcheler.  Ms. Batcheler has served as our Executive Vice President, General Counsel and Corporate Secretary since September 2009 and as Senior Vice President, General Counsel and Corporate Secretary since February 2008. After joining ConAgra Foods in June 2006, she quickly progressed through leadership roles within the Legal organization, assuming responsibility for the company’s Government Affairs function during fiscal 2010. When setting Ms. Batcheler’s compensation opportunities for both fiscal 2015 and fiscal 2016, the Committee considered Ms. Batcheler’s growth in her role, demonstrated results as an advisor to the organization on legal matters, internal equity and external market data.

Mr. Tom McGough.  Mr. McGough has served as our President, Consumer Foods since May 2013, when he assumed responsibility for our Consumer Foods segment, our largest operating segment. He joined the company in 2007 as Vice President, Marketing, was named President, Specialty Foods, in August 2010 and in July 2011 was promoted to President, Grocery Products within the Consumer Foods segment. The Committee considered Mr. McGough’s quick progression in his role, potential for further growth in the role, market data and internal pay equity in setting his compensation opportunities for both fiscal 2015 and fiscal 2016.

Former Executive Officers:

Mr. Gary Rodkin.  Mr. Rodkin served as our Chief Executive Officer and a member of our Board of Directors from October 2005 until April 2015, shortly before his retirement. The Committee believes that within the company, our Chief Executive Officer should have the highest ratio of incentive pay to salary and largest aggregate compensation opportunity due to his level of responsibility and business experience. External market data supports this conclusion. For fiscal 2015, consistent with this belief, the independent directors set Mr. Rodkin’s compensation opportunities at a level higher than the comparable opportunities for the other named executive officers. The Committee took into account Mr. Rodkin’s accountability for the performance of the entire organization in determining his compensation opportunities for fiscal 2015.

Mr. Al Bolles,Ph.D.  Mr. Bolles served as our Executive Vice President, Chief Technical and Operations Officer from March 2014 until August 2015. He joined the company in 2006 as Executive Vice President, Research, Quality & Innovation. During fiscal 2014, he assumed responsibility for our supply chain function, while continuing to lead the company’s research, quality and innovation teams. The Committee considered Mr. Bolles’ broad responsibilities, market data and internal pay equity in setting his compensation opportunities and determining actual incentive payouts for fiscal 2015.

Mr. Paul Maass.  Mr. Maass served as our President of Private Brands and Commercial Foods from May 2013 until April 14, 2015, when he informed the company of his intent to depart from the company in the summer of 2015. He immediately ceased to oversee the Private Brands business unit, but remained responsible for the company’s Commercial

Compensation Discussion and Analysis

Foods operating segment until May 5, 2015, at which time he ceased to be an executive officer of the company. The Committee considered Mr. Maass’ tenure and growth in a senior leadership role, internal equity, and external market data in setting his compensation opportunities for fiscal 2015.

Below is a more detailed analysis of each element of the fiscal 2015 compensation program for our named executive officers, as well as actual fiscal 2015 payouts under the programs, as applicable.

Salaries.  We pay salaries to our named executive officers to provide them with a base level of fixed income for services rendered. On average, 23% of the total compensation opportunity for fiscal 2015 for each named executive officer other than the Chief Executive Officer was provided in the form of base salary. For Mr. Rodkin, our Chief Executive Officer for most of fiscal 2015, 14% of his total compensation opportunity was provided in the form of base salary. For information on Mr. Connolly’s base salary, see “Agreements with Named Executive Officers – Mr. Connolly’s Employment Agreement” below.

During July 2015, the Committee increased base salaries of several named executive officers: Mr. Gehring to $650,000, Mr. McGough to $650,000 and Ms. Batcheler to $525,000. These increases were made after the Committee considered the factors further described above in “Named Executive Officer Considerations – Current Named Executive Officers” and with the input of Mr. Connolly.

Incentive Programs.  Consistent with its overall compensation objectives, the Committee aligned management compensation with company performance through a mix of annual and long-term incentive opportunities for fiscal 2015. Opportunities under these programs combined to represent approximately 77% of the compensation opportunity for each named executive officer, other than the Chief Executive Officer. For Mr. Rodkin, targeted incentive compensation for fiscal 2015 was 86% of his total compensation opportunity.

Financial targets disclosed in this section are done so in the limited context of these incentive plans and they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Management Incentive Plan

The fiscal 2015 MIP provided a cash incentive opportunity to approximately 5,000 employees, including the named executive officers, with the exception of Mr. Connolly. Mr. Connolly became our Chief Executive Officer during the fourth quarter of fiscal 2015, and was not eligible for an award under the fiscal 2015 MIP.

Our fiscal 2015 MIP utilizes an overarching unadjusted EPS performance goal and a framework that allows awards to potentially qualify as tax deductible under Section 162(m) of the Internal Revenue Code. Refer to our discussion below under “Tax and Accounting Implications of the Committee’s Compensation Decisions” for more information on this plan design. The Committee designed the plan so that the method in which we delivered actual financial results during fiscal 2015 would be taken into consideration, in addition to individual performance and extraordinary corporate events.

Overarching EPS Performance Goal.  At the start of fiscal 2015, the Committee approved an overarching unadjusted EPS goal under the fiscal 2015 MIP of $0.10. This goal was required to be met before any payouts could be made under the plan. In the event that the overarching EPS goal was met, the Committee would then exercise negative discretion to potentially reduce, but not increase, authorized payouts. This negative discretion was to be guided by performance against the underlying financial goals described in the next paragraph.

Underlying Pre-Established Financial Goals.  At the start of fiscal 2015, the Committee approved comparable EPS and net sales goals as the underlying metrics for the fiscal 2015 MIP (each to be adjusted, as appropriate, for unusual items). The Committee developed performance goals for threshold, target and maximum incentive opportunities.

Compensation Discussion and Analysis

The named executive officers participating in the plan were eligible to earn a payout equal to:

The underlying comparable EPS and net sales goals for the fiscal 2015 MIP applicable to the eligible named executive officers were:

The Committee also set corresponding target compensation opportunities under the plan for each eligible named executive officer, measured as a percentage of base salary.

The following table shows the ranges of authorized payments (expressed as a percentage of base salary for fiscal 2015) for the eligible named executive officers upon achievement of the threshold, target and maximum comparable EPS and net sales goals approved for the fiscal 2015 MIP. If threshold EPS and threshold net sales were not met, no payments would be made under the fiscal 2015 MIP. No portion of the incentive was guaranteed. Higher levels of financial performance were designed to result in payouts of up to 200% of targeted amounts. Interpolation is used between result levels to determine payouts.

Application of the Metrics to Determine Payouts.  The overarching unadjusted EPS performance goal of $0.10 was required to be met before the underlying comparable EPS and net sales metrics would be considered for payout to the eligible named executive officers. The company did not achieve the threshold fiscal 2015 unadjusted EPS requirement for the named executive officers. Therefore, no fiscal 2015 payouts were funded or authorized to be paid to our named executive officers.

Compensation Discussion and Analysis

Long-Term Incentive Plan

The long-term incentive plan for senior officers has historically included an annual award of performance shares that are settled in shares of common stock based on results over a three-year performance period and an annual award of stock options. The performance shares reward the achievement over the three-year performance period of metrics likely to have a significant impact on enterprise value. The program also rewards stock price appreciation directly through the granting of stock options. The ultimate value of earned performance shares, which are paid in stock, is also impacted directly by stock price.

The number of stock options and targeted performance shares granted during fiscal 2015 for the named executive officers other than Mr. Connolly were determined using a value-based approach. Grant sizes were determined by dividing the dollar value of the targeted opportunity by the average of the closing market price of our common stock for the 30 trading days as of 10 trading days prior to, and not including, the date of grant. The Committee then used a six-to-one ratio in determining stock option grant sizes as compared to performance shares. The Committee uses this approach to deliver what it views as an equal mix of stock options and performance shares to participants. Mr. Connolly received a grant of performance shares for the fiscal 2015 to fiscal 2017 cycle of the PSP in April 2015, and the value-based approach described above was used. However, he received a sign-on option grant in lieu of stock options under this program.

The Committee firmly believes in aligning our senior officers’ interests with those of our shareholders. The significant extent to which equity is included in both the executive pay program overall and this program in particular evidences this belief. We describe each component of the plan below.

Stock Options.  The use of stock options directly aligns the interests of the named executive officers with those of our shareholders. Except with respect to Mr. Connolly’s sign-on grant, all options granted for fiscal 2015 have an exercise price equal to the closing market price of our common stock on the date of grant, a ten-year term, and vest 40% on the first anniversary of the grant date, generally subject to the executive’s continued employment with the company. The remaining portion of the award vests in equal installments of 30% on the second and third anniversaries of the grant date, generally subject to the executive’s continued employment.

Mr. Connolly was hired on March 3, 2015 and appointed as President and Chief Executive Officer on April 6, 2015. He was not awarded a grant of stock options under the long term incentive plan. However, to align Mr. Connolly’s interests with shareholders and employ a compensation element in use with other named executives, he was provided a sign-on option grant. Mr. Connolly was granted 600,000 stock options on April 1, 2015, with an exercise price equal to the closing market price of our common stock on the grant date. Mr. Connolly’s options vest in one-third amounts on each of the first, second and third anniversaries of the date of grant.

The number of options granted to each named executive officer during fiscal 2015 is set forth below.

Compensation Discussion and Analysis

The Committee specifically considered the factors discussed above under the heading “Named Executive Officer Considerations” when determining grant sizes by individual. All grants were made on July 14, 2014 with an exercise price of $30.89 per share, with the exception of Mr. Connolly’s grant that was made on April 1, 2015 with an exercise price of $36.86 per share.

The grant date fair value of the stock options awarded to our named executive officers is included in the “Option Awards” column of the Summary Compensation Table – Fiscal 2015.

Performance Shares.  Performance shares generally represent an opportunity to earn a defined number of shares of our common stock if we achieve pre-set, three-year performance goals. Similar to our fiscal 2015 MIP, our performance share cycles utilize an overarching earnings per share performance goal and a framework that allows performance share awards to potentially qualify as tax deductible under Section 162(m) of the Internal Revenue Code. However, the PSP permitted the earnings per share target to be adjusted. Refer to our discussion below under “Tax and Accounting Implications of the Committee’s Compensation Decisions” for more information on this plan design.

In general, performance shares that have not been paid at the time of a participant’s termination of employment are forfeited. An exception allows for pro-rata payouts in the event of death, disability or retirement. The Committee has also retained the discretion to provide for payouts on termination when it finds it appropriate and in the best interest of the company. To date, however, the Committee has not used this discretion. Both this exception and discretion are subject to satisfaction of the performance goals. Dividend equivalents are paid on the portion of performance shares actually earned, and are paid at the regular dividend rate in shares of our stock.

For the three performance share cycles in effect during fiscal 2015, the targeted number of performance shares granted to our named executive officers is as follows: