UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.    )

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Check the appropriate box:

Conagra Brands, Inc.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[Inside Front Cover – Intentionally Left Blank]

				Conagra Brands, Inc. 222 Merchandise Mart Plaza Suite 1300 Chicago, Illinois 60654

August 11, 2017August10, 2018

Dear fellow shareholder:

I am pleased to invite you to join us for the Conagra Brands, Inc. Annual Meeting of Shareholders, which will be held on Friday, September 22, 2017,21, 2018, at 8:30 a.m. Central Daylight Time in the Grand Salon on the 11^th floor of the Gwen Hotel, 521 North Rush Street 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 20172018 Annual Meeting of Shareholders and Proxy Statement, and aquestion-and-answer session.

Thank you for your continued investment in Conagra Brands.

Sincerely,

Sean Connolly

Chief Executive Officer

Sean Connolly

Chief Executive Officer

Notice of 2017 Annual Meeting of Shareholders

Date and Time

Friday, September 22, 2017

8:30 a.m. Central Daylight Time

Location

The Gwen Hotel

The Grand Salon (11^th Floor)

521 North Rush Street

Chicago, Illinois 60611

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://www.conagrabrands.com/investor-relations at 8:30 a.m. Central Daylight Time on September 22, 2017.

Items of Business

Who May Vote

Shareholders of record as of the close of business on July 31, 2017 are entitled to notice of and to vote at the meeting and at any postponements or adjournments thereof.

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.

August 11, 2017

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

Director Nominees

Our director nominees are as follows. With the exception of Mr. Arora, who was first appointed to the Board in July 2018, each nominee was elected by approximately $2.5 billion, maintaining a competitive dividend and repurchasing approximately $1 billion in shares;

The Human Resources Committee of the Board of Directors believes that these outcomesits fiscal 2018 compensation decisions appropriately reflect itspay-for-performance philosophy. This philosophy which is focused on compensating executives based on performance and aligning management’s interests with those of our shareholders. The HR Committee intends to continue focusing on compensating executives based on impact and aligning management’s interests with those of our shareholders.

Proxy Statement

Conagra Brands, Inc.

222 Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

We are furnishing this Proxy Statement to our shareholders in connection with the solicitation by the Board of Directors of proxies to be voted at the Conagra Brands, Inc. 20172018 Annual Meeting of Shareholders, which we refer to as the 20172018 Annual Meeting. We are first making our proxy materials available to shareholders on or about August 11, 2017.August10, 2018.

Shareholders of record as of the close of business on July 31, 20172018 are entitled to attend and to vote at the 20172018 Annual Meeting and at any postponements or adjournments of the 20172018 Annual Meeting. On July 31, 2017,2018, there were 415,655,136391,645,253 voting shares of 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 for each director to be elected and one vote for each of the other matters to be voted on.

Your vote is very important. The Board of Directors recommends that you submit a proxy card in advance of the 20172018 Annual Meeting to ensure that theyour shares of common stock you own will beare voted as you direct, even if you are unable to attend the 20172018 Annual Meeting.

If you hold shares of common stock of Conagra Brands in your own name (known as ownership “of record”), you may attend the meeting and vote your shares in person or you may 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 19, 201718, 2018 for shares held in the ConAgra FoodsConagra Brands Employee Stock Purchase Plan andor the TreeHouse Private Brands Retirement Income Savings Plan. Internet and telephone voting is available through 11:59 p.m. Eastern Time on Thursday, September 21,201720,2018 for all other shares.

If a broker, bank or other nominee holds your stockshares (also known as ownership in “street name”), your 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 legal proxy executed in your favor.

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

Voting Item #1 – Election of Directors

Identification of Director Nominees

Voting Item #1 – Election of Directors

A short biographyBiographical Information for each director 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

The nine director nominees for election to the Board currently serve as members of the Board. All nominees, other than Mr. Anil Arora, were elected by shareholders at our 2017 Annual Meeting of Shareholders. The Board appointed Mr. Arora as a director of Directors recommendsConagra Brands effective as of July 17, 2018. Mr. Arora was first introduced to the N/G/PA Committee as a vote “FOR” eachpotential nominee by current director, Richard H. Lenny.

If any of the nominees for directors listed above.

Corporate Governance

Corporate Governance

Our Corporate Governance 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, 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:

Annual Election of Directors.  To promote greater accountability to shareholders, all of our directors standbecomes unavailable for election on an annual basis.

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 subjectfor any reason not presently known or contemplated, the proxy holders will have discretionary authority in that instance to acceptance or rejection byvote the Board. Within 90 daysproxies for a substitute. The proxies cannot be voted for a greater number of persons than the nine nominees named.

Three 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 not been nominated to stand forre-election and will retire from the Board at the 2018 Annual Meeting.

Roles and Responsibilities of the certification of the election results, the Board will publicly disclose its decision as to whether to accept or reject the resignation.and Its Committees

Over 90% Director Independence.  The Board has determined that 10 of our 11 nominees for directors – directors Alford, Brown, Butler, Dickson, Goldstone, Gregor, Johri, Lenny, Marshall, and Omtvedt – have no material relationship with Conagra Brands and are independent within the meaning of applicable independence standards, including the listing standards of the NYSE and the categorical standards contained in the Corporate Governance Principles.

Board Leadership Structure.Structure

The Board 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, if the positions of Chairman and Chief Executive Officer are held by the same 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 and Committee Charters.  Each of

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, is comprised entirely of independent directorsHR Committee and operatesN/G/PA Committee operate under a written chartercharters that hashave been approved by the full Board.Board; each are comprised entirely of independent directors.

Regularly-Scheduled Executive Sessions.Membership on each of the 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 meets onhas 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 regularly-scheduled basiswritten policy regarding the review, approval, and holds an executive session without management present at every regularly-scheduled meeting. The Board holds five regularly-scheduled meetings per year. The Chairmanratification of related-party transactions. Under the Board presides atpolicy, all Board meetings, including executive sessions.

Board, Committee, and Individual Evaluation Process.  Each of the Board,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 Committee

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 our amended and restated 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 full evaluation of a director candidate once he or she has been identified. This initial determination is based on whether additional Board members are necessary or desirable. It is also based on whether, based on the information provided or otherwise available to the N/G/PA Committee, conducts a self-evaluation of its performance on an annual basis. In addition, individual director evaluations are also conducted on an annual basis.

Director Attendance at Board Meetings and Annual Meetings of Shareholders.  During fiscal 2017, the Board met 9 times (five regular meetings and four special meetings) and acted by unanimous written consent four times. All members other than Mr. Brown, who experienced unanticipated conflicts duringprospective nominee is likely to satisfy the year (including personal illness), attended at

Corporate Governance

least 75% of the total number of meetings that required his or her attendance. Excluding his absences due to personal illness, Mr. Brown would have attended at least 75% of the total number of meetings that required his attendance. Board members are encouraged to attend the company’s annual meeting of shareholders each year. All nominees for director who were serving at the time of the 2016 Annual Meeting (other than Mr. Brown) attended the 2016 Annual Meeting.

Annual Advisory Vote on Named Executive Officer Compensation.  Consistent with our shareholders’ preference as indicated at the 2011 annual meeting of shareholders, our shareholders are given an opportunity every year to vote, on an advisory basis, to approve our named executive officer compensation. This year, our shareholders will also have the opportunity to recommend, on an advisory basis, the frequency of future advisory votes on named executive officer compensation.

Stock Ownership Guidelines for Directors and Senior Leadership.  Directors and senior leaders across the company are subject to stock ownership guidelines.

Allnon-employee directors are expected to acquire and hold during their tenure shares of Conagra Brands common stock with a value of at least $450,000 for fiscal 2017. Directors are expected to acquire these shares within five years following their first election to the Board. Ownership levels for ournon-employee Board members are detailed in the section of this Proxy Statement entitled“Non-Employee Director Compensation – Director Stock Ownership Requirements.”

Each senior leader across the company is subject to stock ownership guidelines equal to a multiple of that person’s salary. Sean Connolly, our Chief Executive Officer, is required to own shares of our common stock having a value of at least six times his salary, and each of our other continuing named executive officers is required to own shares of our common stock having a value of at least three or four times his or her salary. See the section of this Proxy Statement entitled “Compensation Discussion and Analysis – Committee’s Views on Executive Stock Ownership” for a summary of the stock ownership of each named executive officer.

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

Clawback Policy.  We have a clawback 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, when such restatement results from the fraudulent, dishonest or reckless actions of the senior officer.

Commitment to Investing in Our 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 take pride in attracting, retaining, and developing top talent, and we offer comprehensive learning programs that begin when employees join the company and continue throughout their careers.

Commitment to Sustainable Business Practices and Corporate 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 withevaluation factors described below. If the N/G/PA Committee.

A few examples of our many corporate responsibility achievements in recent years includeCommittee determines that additional consideration is warranted, it may request a third-party (e.g., a search firm) to gather additional information about the following:

Corporate Governance

Political Contributions and Lobbying Expenditure Oversight.prospective director candidate. The N/G/PA Committee receives reportsmay 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 we believe will create or preserve shareholder value. In August 2015, we began publishingenhance the Board’s and our effectiveness. The N/G/PA Committee seeks directors who have qualities to achieve the goal of a report of these activities on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/political-activity-disclosure.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 the Executive Vice President andour Chief FinancialRisk 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:mechanisms.

Board Discussion.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 year, the Board receives reports from significant business units and functions. These presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics, as well as succession planning matters.

Audit / Finance Committee Oversight.Oversight

The 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.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.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

Corporate Governance

of reputational risks and key public affairs matters andmatters. 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

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

Stock Ownership Guidelines for Directors and Senior Leadership

Directors and senior leaders across the company are subject to stock ownership guidelines. Allnon-employee directors are expected to acquire and hold during their tenure shares of Conagra Brands common stock with a value of at least $500,000. Directors are expected to acquire these shares within five years following their first election to the Board. Current ownership levels for ournon-employee Board members are detailed in the section of this Proxy Statement entitled“Non-Employee Director Compensation – Director Stock Ownership Requirements.”

Each senior leader across the company is subject to stock ownership guidelines equal to a multiple of that person’s salary. Sean Connolly, our President and CEO, is required to own shares of our common stock having a value of at least six times his salary, and each of our other named executive officers is required to own shares of our common stock having a value of at least three or four times his or her salary. See the section of this Proxy Statement entitled “Compensation Discussion and Analysis – Additional Information on Compensation Practices – Committee’s Views on Executive Stock Ownership” for a summary of the stock ownership of each named executive officer.

Anti-Pledging / Hedging Policy

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

Clawback Policy

We have a clawback 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, when 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

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 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 immediately upon hire and continue throughout our employees’ careers.

Commitment to Sustainable Business Practices and Corporate 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 N/G/PA Committee.

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

Commitment to Political Contributions and Lobbying Expenditure 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 publish a report of these activities on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/political-activity-disclosure.

Our Corporate Governance Practices

Corporate Governance Materials Available on Our Website

To learn more about our governance practices, you can review any of the following listed documents at http://www.conagrabrands.com/investor-relations/corporate-governance:

From time to time these documents are updated, and we promptly post the 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 of Conagra Brands.

Communications with the Board

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

Conagra Brands Board of Directors

c/o Corporate Secretary, Conagra Brands, Inc.,

222 Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654. 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 Brands, or Conagra Brands’ business or determined to pose a possible security risk to the addressee.

Board Committees

Non-Employee Director Compensation

Non-Employee Director Compensation

We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board. On an annual basis, the HR Committee recommends thenon-employee director compensation program to the full Board Committeesfor approval. In setting director compensation, the HR Committee receives input from FW Cook, its independent compensation consultant, on factors including the time commitment and skill level required to serve on the Board, as well as market practices. In addition, our shareholder-approved Conagra Brands, Inc. 2014 Stock Plan places limits on the equity awards that may be awarded tonon-employee directors in any fiscal year.

A summary ofnon-employee director compensation for fiscal 2018 is set forth below.

Non-Employee Director Compensation – Other than the Chairman

The following table summarizes the compensation program for ournon-employee directors other than the Chairman that was in effect during fiscal 2018:

The compensation program described above reflects the following Board-approved increases over fiscal 2017, which were approved after a review of company and market practice: (1) a $10,000 increase in the annual cash retainer; (2) a $10,000 increase in equity compensation (RSU) value; and (3) a $5,000 increase to each Committee Chair retainer.

The number of RSUs granted to eachnon-employee director other than the Chairman was determined by dividing $150,000 by the average closing price of our common stock on the NYSE for the thirty trading days prior to the grant date of May 30, 2017. The RSUs vested one year from the date of grant and were subject to continued service during the entire term of the RSUs. Vesting would have been accelerated in the event of death or permanent disability. If the director was no longer serving one year from the date of grant, vesting was prorated 25% for each fiscal quarter during which the director served for any amount of time. Dividend equivalents were paid on the RSUs at the regular dividend rate in shares of our common stock.

Non-Employee Director Compensation

Non-employee directors other than the Chairman who join the Board or who are elected to a Chairmanship after the start of the fiscal year are entitled to receive a prorated retainer (based on the actual number of days of service).Non-employee directors other than the Chairman who join the Board after the start of the fiscal year are also entitled to receive a prorated RSU grant (based on the number of months remaining in the fiscal year at that time).

Non-Employee Director Compensation – Chairman

In lieu of the elements described above, the Chairman’s compensation for fiscal 2018 consisted of a grant of RSUs with a value equal to $425,000, with the number of RSUs determined by dividing $425,000 by the average closing price of our common stock on the NYSE for the thirty trading days prior to the grant date of May 30, 2017. This reflects a Board-approved $25,000 increase over fiscal 2017’s amount. The material terms of the RSUs were identical to those described above fornon-employee directors other than the Chairman.

OtherNon-Employee Director Compensation Programs

In addition to the cash payments and equity awards described above,non-employee directors were entitled to participate in the following programs during fiscal 2018:

Director Compensation Table – Fiscal 2018

Mr. Arora joined the Board effective July 17, 2018, after the end of fiscal 2018. He did not receive any director compensation from us for fiscal 2018.

Non-Employee Director Compensation

(a) For Mr. Goldstone, includes 201 dividend equivalents accrued on RSUs. For all othernon-employee directors, includes 71 dividend equivalents accrued on RSUs.

Non-Employee Director Compensation

Director Stock Ownership Requirements

The Board has established various committeesadopted stock ownership requirements for itsnon-employee directors. Allnon-employee directors, including the Chairman, are expected to assist in its responsibilities. Currently,acquire and hold shares of common stock of Conagra Brands during their tenure with a value of at least $500,000. All directors must acquire this ownership level within five years following their first election to the Board. Shares personally acquired by thenon-employee directors through open market purchases or RSUs, and shares acquired upon the deferral of fees, are counted toward the ownership requirement. Unexercised stock options are not counted. Prior to meeting the guideline,non-employee directors agree not to sell any shares of common stock of Conagra until they have reached the guideline. The following table reflects ownership, as of July 31, 2018, ofnon-employee directors who were serving as of the end of fiscal 2018. Mr. Arora joined the Board effective July 17, 2018, after the end of fiscal 2018 and is therefore excluded from the table below.

Audit / Finance Committee Report

Audit / Finance Committee Report

The Audit / Finance Committee assists the Board in fulfilling its oversight responsibilities by reviewing (1) the integrity of the financial statements of the company, (2) the qualifications, independence and performance of the company’s independent auditor and internal audit department, (3) compliance by the company with legal and regulatory requirements, and (4) the company’s financing strategies and capital structure. The Audit / Finance Committee acts under a written charter, adopted by the Board, a copy of which is available on our website.

Management is responsible for the company’s financial reporting process and internal controls. The independent auditor is responsible for performing an independent audit of the company’s consolidated financial statements, issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles and assessing the effectiveness of the company’s internal control over financial reporting. The Audit / Finance Committee oversees the company’s financial reporting process and internal controls on behalf of the Board.

The Audit / Finance Committee has four standing committees:sole authority to appoint, retain, compensate, oversee and terminate the independent auditor. The Audit / Finance Committee reviews the company’s annual audited financial statements, quarterly financial statements and other filings with the SEC. The Audit / Finance Committee reviews reports on various matters, including: (1) critical accounting policies of the company; (2) material written communications between the independent auditor and management; (3) the independent auditor’s internal quality-control procedures; (4) significant changes in the company’s selection or application of accounting principles; and (5) the effect of regulatory and accounting initiatives on the financial statements of the company. The Audit / Finance Committee also has the authority to conduct investigations within the scope of its responsibilities and to retain legal, accounting and other advisors to assist the Audit / Finance Committee in its functions.

During the Executive Committee, the HR Committee, and the N/G/PA Committee. All members oflast fiscal year, the Audit / Finance Committee met and held discussions with representatives of Conagra Brands’ management, its internal audit staff, and KPMG LLP, Conagra Brands’ independent auditor. Representatives of financial management, the HRinternal audit staff, and the independent auditor have unrestricted access to the Audit / Finance Committee and periodically meet privately with the N/G/PAAudit / Finance Committee. The Audit / Finance Committee arereviewed and discussed with the company’s management and KPMG LLP the audited financial statements contained in the company’s Annual Report on Form10-K for the fiscal year ended May 27, 2018.

The Audit / Finance Committee also discussed with the independent auditor the matters required to be discussed by the auditor with the Audit / Finance Committee under the applicable rulesrequirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee, as well as by SEC regulations. The Audit / Finance Committee also reviewed and NYSEdiscussed with KPMG LLP its independence and, under ouras part of that review, received the written disclosures required by applicable professional and regulatory standards relating to KPMG’s independence standards.from Conagra Brands, including those of the Public Company Accounting Oversight Board. The Audit / Finance Committee also considered whether the provision ofnon-audit services provided by KPMG LLP to the company during fiscal 2018 was compatible with the auditor’s independence.

Based on these reviews and discussions and the report of the independent auditor, the Audit / Finance Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the company’s Annual Report on Form10-K for the fiscal year ended May 27, 2018 for filing with the SEC.

Conagra Brands, Inc. Audit / Finance Committee

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Introduction

OurAt Conagra Brands, our fundamental objectives are to create sustainable, profitable growth and long-term value for our shareholders. Management sets our annual and long-term business goals to support attainment of these objectives. The Board’s HR Committee which we refer to as(in this section, the Committee throughout this Compensation Discussion and Analysis section,Committee), designs and oversees our executive compensation program to promote attainment of our objectives.their attainment.

This Compensation Discussion and Analysis section describes and analyzes our executive compensation program. It coversSpecifically, we describe and analyze the work of the Committeeprogram’s application to approve the design of our executive compensation program, set fixed pay, determine the results that must be achieved to earn incentives under the program and ultimately authorize incentive payouts. The focus of this section is on the executive compensation program covering the executive officers listed in the Summary Compensation Table, who we refer to as the namedTable; these are our “named executive officers.” For fiscal 2017 (or FY17),2018, or FY18, which began on May 30, 201629, 2017 and ended on May 28, 2017,27, 2018, our named executive officers were:

A shortWe have provided a summary of our fiscal 20172018 executive compensation program and our fiscal 20172018 performance is included in the “Executive Summary” below. For more complete information on the program and the Committee’s processes related to the program, we encourage you to read this entire Compensation Discussion and Analysis section.Analysis.

Executive Summary

Fiscal 2017 was another year of significant change for Conagra. As the year began,Since fiscal 2016, we werehave been implementing a strategic plan focused on completing several significant transactions that would transform ustransforming Conagra Brands into a pure-play, branded pure-play packaged food company and on establishing a solid platform for our company’s future growth. Our work to date has included significant portfolio reshaping. We have soldnon-core businesses and successfully executed thespin-off of Lamb Weston into an independent public company. Most notably, at the startSimultaneously, we have addedon-trend brands to our portfolio through a series of the fiscal year we were in the process of completing the Spinoff. modernizing acquisitions. We have also invested within Conagra, building leading innovation capabilities and completely overhauling our culture.

At the start of fiscal 2018, we outlined for investors the year, the imminent Spinoff made it challenging to set full year fiscal 2017 guidanceimperatives for continuing our shareholders, or to finalize three-year financial goals for our company. However, we announced the following imperatives:progress:

activity.

With these imperatives,considerations in mind, the management team developed a fiscal 2017 operating plan and,Committee, during the summer of 2016, the Committee2017, approved the incentive programs and related performance measures for performance periods beginning in fiscal 2017. The fiscal 2017 incentive2018 executive compensation program for our named executive officers was comprised of the following elements:officers.

Compensation Discussion and Analysis

Elements of Fiscal 2018 Executive Compensation

The elements of our fiscal 2018 executive compensation program were as follows:

Compensation Discussion and Analysis

In October 2016, as the completion of the Spinoff neared, the company held an investor day and outlined its financial guidance for the balance of FY17 and for the three years beginning with fiscalFiscal 2018 (or FY18). Among other metrics for FY17, we provided guidance of adjusted earnings per share in the range of $1.65 to $1.70.

Fiscal 2017 Results.  Fiscal 2017 was a successful year for Conagra Brands and another important year in our transformation. We accomplished the company. Management led the team to achieve our goals:following:

The closing market price of our common stock rose from $35.29 per share on the first trading day of fiscal 2017 (as adjusted to account for the later Spinoff of Lamb Weston) to $39.03 per share on the last trading day of fiscal 2017. With dividends (and assuming dividend reinvestment), this represents a total return to shareholders of approximately 13%. On a three-year basis, from fiscal 2015 through fiscal 2017, the closing market price of our common stock grew from $24.37per share on the first trading day of fiscal 2015 (again, as adjusted to account for the later Spinoff of Lamb Weston) to $39.03 per share on the last trading day of fiscal 2017. With dividends (and assuming dividend reinvestment), this represents a total return to shareholders of over 70%.

¹ A reconciliation of thisnon-GAAP measure to the most directly comparable GAAP measure is included inAppendix A to this Proxy Statement.

² A reconciliation of thisnon-GAAP measure to the most directly comparable GAAP measure is included inAppendix A to this Proxy Statement.

Compensation Discussion and Analysis

By strengthening our foundation over the last three fiscal years, we readied ourselves to embark on the next phase of our evolution. On June 26, 2018, shortly after the end of fiscal 2018, we entered into a definitive agreement to acquire Pinnacle Foods Inc., makers of well-known brands such asBirds Eye, Duncan Hines, Earth Balance, EVOL, Gardein, Glutino,Hungry-Man, Log Cabin, Tim’s Cascade Snacks, Udi’s, Vlasic and Wish-Bone, among others. We believe that the combination of two portfolios of iconic brands – ours and Pinnacle’s – will serve as a catalyst to accelerate value creation for shareholders.

Fiscal 20172018 Pay Outcomes Summarized

Our fiscal 2018 performance, together with our results since our new strategic journey began three years ago, have created significant value for shareholders. The company has repeatedly delivered on its financial commitments to investors. Given the Committee’s pay for performance philosophy, management has also been rewarded. As more fully described in this Compensation Decisions.  Our strong performance in fiscal 2017 impacted the compensation earned byDiscussion and Analysis, our named executive officers, including our Chief Executive Officer, received annual incentive payouts at levels slightly above target for the year. Our fiscal 2017 MIP funded2018, driven by strong profit and paid out at above-target levels for eachnet sales growth performance. In addition, the named executive officer due to our earnings performance duringparticipants each received long-term incentive payouts under the fiscal 2017 and the individual contributions of our executives. In addition, as discussed more fully below, ouryear 2016 through fiscal 2017 results had a positive impact on each outstandingyear 2018 cycle of ourthe performance share program.plan at approximately 158.7% of target.

In determining attainment of the underlying performance goals for our incentive programs, the Committee considered the impact of items that it believes were not indicative of the comparable operating performance of our businesses. Some of these items created financial benefits, and some of them created incremental expense or lost sales. The impact of these items was removed from our results for purposes of determining plan payouts. A particularly notable category of adjustment, for fiscal 2018 and performance shares outstanding during fiscal 2018, was tax expense, in light of the Tax Cuts and Jobs Act’s effectiveness during our third fiscal quarter. More information can be found below under “Use“Additional Information on Compensation Practices – Use of Adjustments in Compensation Decisions.”

The Committee believes that its fiscal 20172018 compensation decisions appropriately reflect itspay-for-performance philosophy. This philosophy is focused on compensating executives based on performance and aligning management’s interests with those of our shareholders.

³ A reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is included inAppendix A to this Proxy Statement.

Compensation Discussion and Analysis

Objectives of Our Compensation ProgramProgram; Mitigating Risk

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

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 our company. With the assistance of Human Resources and Legal department personnel, and FW Cook, the Committee’s independent compensation consultant, the Committee undertook a risk review of our fiscal 20172018 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 effectlong-term, based in part on our company.

Compensation Discussion and Analysis