UNITED STATES

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

August 9, 201913, 2020

Dear Shareholders,

I am pleased to invite you to join us for the Conagra Brands Annual Meeting of Shareholders, or the Annual Meeting, which will be held virtually via live webcast on Thursday,Wednesday, September 19, 2019,23, 2020, at 1:11:00 p.m. CDT ata.m. CDT. You will be able to attend and participate in the Wyndham Grand Chicago Riverfront in Chicago.Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CAG2020.

We have decided to hold the Annual Meeting virtually this year due to the uncertainty relating to the coronavirus (COVID-19) pandemic. In addition to supporting the health and well-being of our shareholders, employees, and their families, we believe that hosting a virtual Annual Meeting will enable greater shareholder attendance and participation, improve meeting efficiency and our ability to communicate effectively with our shareholders, and reduce the cost of the Annual Meeting. The Annual Meeting will include a brief report on our business, a discussion of and voting on matters described in the Notice of 20192020 Annual Meeting of Shareholders and Proxy Statement, and aquestion-and-answer session.

Fiscal 2019 was a year of remarkable transition for Conagra Brands. On an organic basis, we continued modernizing our portfolio of iconic and emerging brands. Our robust slate ofon-trend innovation led to a second year in a row of organic net sales growth. We also continued our disciplined approach to M&A. We successfully completed the acquisition of Pinnacle Foods, accelerating the next wave of change at Conagra. The addition of Pinnacle’s brands increased our scale, enhanced our frozen platform and added leading, iconic brands in attractive categories. We also divested severalnon-core assets during the year, using the proceeds to repay debt and return value to shareholders.

Our Board of Directors also saw changeConagra’s performance in fiscal 2019. Several directors retired early2020 was unprecedented. By leveraging the brands, capabilities, and culture built over the last five years, our team effectively responded to the COVID-19 related increase in consumer demand for our products. We simultaneously strengthened our business for the fiscal year. Subsequently, three new directors,long-term. At all times, we did so with diverseemployee health and accomplished backgrounds, joined us. Our company benefited fromsafety at the entire Board’s guidanceforefront. I am particularly thankful for the thousands of hardworking Conagra team members in fiscal 2019.our manufacturing facilities across North America. Without their dedication, we could not have delivered for our consumers, customers, or shareholders.

With fiscal 20202021 now underway, we remain as confident as ever in the long-term value creation potential of the company. On behalf of our entire organization, I thank you for your shared confidence that Conagra Brands iscontinues to be a compelling investment opportunity.

Sincerely,

Sean Connolly

President and Chief Executive Officer

Notice of Annual Meeting of

Shareholders and Proxy Statement

ITEMS OF BUSINESS

Colleen Batcheler

Executive Vice President, General Counsel

and Corporate Secretary

August 9, 201913, 2020

Table of Contents

Proxy Statement

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors, or the Board, of Conagra Brands, Inc. (referred to as Conagra Brands, Conagra or the company) of proxies to be voted at the Annual Meeting of Shareholders to be held on September 23, 2020, or the 2020 Annual Meeting. We began making our proxy materials available to shareholders on or about August 13, 2020.

Conagra Brands At a Glance

Our Company

Conagra Brands (NYSE: CAG) is a pure-playone of North America’s leading branded food company.companies. From our headquarters in Chicago and guided by an entrepreneurial spirit, we relycombine a rich heritage of making great food with a sharpened focus on a culture of innovation to steadily evolve ourinnovation. Our portfolio evolves to satisfy people’s changing food preferences. Our iconic brands, such as Birds Eye^®, Marie Callender’s^®, Banquet^®, Healthy Choice^®, Slim Jim^®,Reddi-wip^®, and Vlasic^®, as well as emerging brands, including Angie’s^® BOOMCHICKAPOP^®, Duke’s^®, Earth Balance^®, Gardein^®, and Frontera^®, offer choices for every occasion.

Conagra By the Numbers

Fiscal 20192020 Highlights

Fiscal 2019For Conagra Brands, fiscal 2020 was another importanta year in our transformation. The year was filled with accomplishments,of navigating unprecedented business conditions and, the acceleration of the next wave of change at Conagra Brands. Of particular note, we acquired Pinnacle Foods Inc., or Pinnacle, during fiscal 2019. Pinnacle’s well-known brands include Birds Eye, Duncan Hines, Earth Balance, EVOL, Gardein, Glutino,Hungry-Man, Log Cabin, Tim’s Cascade Snacks, Udi’s, Vlasic and Wish-Bone, among others. As a result,we are now the fourth largest food company in the United States, generating approximately $11 billion in annualized revenues.

face of extraordinary uncertainty, delivering for shareholders. We set rigorous operating goals for the year that were communicated to investors and incorporated into our compensation programs.programs in July 2019. Over the first two quarters of fiscal 2020, our business was on-track to meet expectations. We made progress strengthening our brands, introduced new product innovations, and identified cost synergies associated with the fiscal 2019 Pinnacle Foods acquisition in excess of prior plans. The third fiscal quarter, however, brought discrete headwinds; softness appeared in our foodservice business and in categories across our retail portfolio. As a result, we lowered our expectations for the full fiscal year. Subsequently, at the beginning of the fourth quarter, the COVID-19 pandemic drove a surge in consumer demand for our food. Our modernized portfolio, strong operational foundation, commitment to employee health and safety, agile culture, and dedicated team enabled us to respond effectively. Ultimately, we delivered results consistent with and in some instances above our performance had bright spots and a few areas that fell short of our plans:original fiscal 2020 guidance.

Our Results:

We accomplished the following:

Fiscal 2019 also concluded a three-year period ofWith respect to the three-years ended with fiscal 2020, the company made significant impactful change atprogress on its transformation. During fiscal 2018, the company continued its efforts to strengthen the legacy Conagra Brands. During this period, we transformed our portfolio through meaningful brand renovation, new productinvestments in innovation, the Pinnacle acquisition, thespin-off of Lamb Weston into a separate, independent, publicly-traded company,retailer marketing investments and the executionvalue over volume playbook. The company also acquired the Angie’s^® BOOMCHICKAPOP^® popcorn business and Sandwich Bros. of a series of smaller acquisitions and divestitures. We brought our organic net sales growth rate from declining to nearly flat and then to growth in each of the last two fiscal years. In addition, over the three fiscal years ended inWisconsin frozen sandwich business. During fiscal 2019, we grew adjusted diluted earnings per share from continuing operations, or EPS, expanded adjusted operating marginacquired Pinnacle Foods, improving the scale and returned nearly $3.1 billionbreadth of our portfolio. And during fiscal 2020, we rose to shareholders through dividendsthe challenge of the COVID-19 pandemic, and share repurchases.delivered for our consumers, customers and shareholders.

Fiscal 2017 through fiscal 2019 has been an important time in Conagra’s nearly100-year history. As a result of our focus on reshaping the Conagra Brands portfolio over the last several years, and our accomplishments in fiscal 2019,2020, we believe that we have enteredenter fiscal 20202021 with a solid foundation from which to deliver for investors.

Fiscal 20192020 Compensation

For fiscal 2019,2020, the Human Resources Committee of our Board of Directors createdestablished an executive compensation program that was designed to promote attainment of our fiscal 20192020 operating plan and long-term goals. More specifically, the program contained the following elements:

In designing the program, the Human Resources Committee chose to include a mix of compensation types (salary, benefits, cash-based incentives and equity-based incentives) and a mix of performance periods (single year and multi-year) to promote long-term strategic decision-making. This approach was also intended to minimize the likelihood that our executives would be motivated to pursue risky or unsustainable results.

As more fully described in the Compensation“Compensation Discussion and AnalysisAnalysis” section of thisthe Proxy Statement, beginning on page 35, the40, our Human Resources Committee considered the positive business outcomes described above in determining final payouts under incentive programs with performance periods concluding in fiscal 2019.2020. Our Chief Executive Officer and other senior executives named in this Proxy Statement received Annual Incentive Planabove target payouts at levels slightly below target for fiscal 2019. Each received long-term incentive payouts under both the fiscal year 20172020 annual incentive plan and fiscal year 2018 to fiscal year 20192020 cycle of the long-term performance share plan slightly above target.plan.

The Human Resources Committee believes that its fiscal 20192020 compensation decisions appropriately reflect itspay-for-performance philosophy.

Voting Items and Recommendations

At the 20192020 Annual Meeting of Shareholders, we are asking shareholders to vote on the following items:

Our Social Responsibility

At Conagra, we believe that when our people, our communities and the environment are nourished and thriving, so are we. We publish a Citizenship Report each year and make it available on our website athttps://www.conagrabrands.com/our-company/corporate-social-responsibility corporate-social-responsibility.. The report details our citizenship strategy, which covers four focus areas: Good Food, Better Planet, Responsible Sourcing Better Planet and Stronger Communities. It also summarizes our accomplishments. We encourage you to read our entire Citizenship Report; a few highlights follow.

		Better Planet

Climate Change Mitigation- Since 2009, we have decreased Conagra’s carbon footprint by 189,280 metric tons by engaging the employees closest to the opportunities in our efforts. Our Sustainable Development Awards program is a cornerstone of our climate change mitigation strategy and uses an annual internal competition to recognize innovative ideas related to sustainable production. Conagra Brands is also a signatory of the Science-Based Targets Initiative, and we are in the process of setting science-based climate change targets in line with the Initiative’s protocols.

Water Conservation– Our water conservation projects have conserved 3.5 billion gallons of water since 2009, including 120 million gallons of water in fiscal year 2020. More than 85% of our operational water comes from areas on the lower end of the World Resources Institute water risk spectrum.

Zero Waste- In fiscal year 2020, eight of our manufacturing facilities diverted more than 95% of waste materials from landfills through recycling and other innovative waste reduction measures.

		Responsible Sourcing

All of our goods and services are sourced in accordance with our Supplier Code of Conduct, under which suppliers are required to: reduce environmental impacts such as deforestation, greenhouse gas emissions, and waste generation; protect water resources through restorative or conservation efforts; support social needs in the communities in which they operate though philanthropic investment, diversity and inclusion, and human rights practices; and support efforts to implement traceability of goods and services throughout the supply chain.

Conagra’s approach to product packaging takes environmental impacts into account while continuing to ensure food quality and safety. We are striving toward making 100% of our current plastic packaging renewable, recyclable or compostable by 2025.

		Stronger Communities.Communities

Corporate Ethics and Culture -Our Code of Conduct provides guideposts for how our employees and Board members must conduct themselves when representing Conagra both inside and outside the workplace. We conduct annual trainings to ensure that employees are aware of our expectations and their obligations under the Code of Conduct.

We take pride in our culture—the most energized, high-impact culture in the food industry. We call it the Conagra Experience—a culture that supports and enables our six Timeless Values:

Human Rights, Diversity and Inclusion - We leverage the differences we bring to the table as a competitive advantage.

Employee Health & Safety - Our global Environment, Occupational Health and Safety Philosophy drives us towards continuous environment health and safety (“EH&S”) improvement, as measured by our leading environmental and safety indicators and implemented through our EH&S management approach. During fiscal year 2020, our Occupational Safety & Health Administration incident rate was 1.98 incidents per 100 full-time workers, which is below the industry average of 4.21 for companies in the food manufacturing sector.

Community Impact & Philanthropy -We believe that everybody hasin giving back to the right to good food. As a leading food company,communities in which we are deeply motivated to make a meaningful impact on the pervasive societal issue of hunger,live and we take a holistic approach which includes employee engagement,work. Employee volunteerism, product donations and financial contributions and production donations.are all a part of our community impact approach.

Who We Are

Currently, the Board consists of 11 directors whose terms expire at the 20192020 Annual Meeting. Mr. Stephen Butler, one of the Company’s current independent directors, has turned 72, Conagra’s retirement age under its Corporate Governance Principles. As a result, Mr. Butler has not been re-nominated as a director and will not stand for re-election at the 2020 Annual Meeting. Our Board thanks Mr. Butler for his many years of exemplary service.

Based on athe recommendation of the Board’s Nominating Governance and Public Affairs Committee, which we refer to as the N/G/PACorporate Governance Committee, the Board has nominated our 1110 current directors, as named in this Proxy Statement, for election at the 20192020 Annual Meeting. Information about each of the 1110 nominees (as of July 30, 2019) is set forth on pages 8 – 13.9-17. If elected, each of the directors will hold office until the Conagra Brands 20202021 Annual Meeting of Shareholders, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected.

How We Are Selected

Our Skills and Qualifications

We seek independent directors with high standards for ethics and integrity. Individuals must be willing to commit the time needed to carry out their director duties, including overseeing our strategy, CEO succession planning, and director refreshment. We also seek directors with experience in the following areas:

Public company board experience

Active or former C-Suite executive

Market-facing experience

International expertise

Finance/capital management expertise

M&A experience

Technology expertise

Risk management expertise

The following matrix summarizes our director nominees’ individual experiences, skills and characteristics. This summary is not an exhaustive list of each nominee’s contributions to the Board.

Public Company Board Experience

Active /Former / Former C-Suite Executive

Market- Market-FacingFacing Experience

International Expertise

Finance / Capital Management Expertise

M&A Experience

Technology Expertise

Risk     Management     Expertise

Anil Arora

Thomas K. Brown

Stephen G. Butler

Sean M. Connolly

��

Joie A. Gregor

Rajive Johri

Richard H. Lenny

Melissa Lora

Ruth Ann Marshall

Craig P. Omtvedt

Scott Ostfeld

The Board also values diversity and strives to build a Board of diverse attitudes,views, perspectives, backgrounds and experiences. While diversity is viewed broadly at Conagra Brands, the Board also measures its diversity along more traditional lines, including by examining:

		Diversity 6 of 10 are female or ethnically diverse				Age 62: Average age of the Board

Director Refreshment

The Board desires that its membership collectively hold a broad range of skills, education, experiences and qualifications that can be leveraged for the benefit of the company and its shareholders. The Board uses refreshment processes to enable it to evaluate the continued alignment of the Board’s membership with the needs of Conagra Brands. The Board’s refreshment processes involve reviewing and modifying the skills and characteristics required for membership. The Board also enables planned refreshment through its maintenance of a mandatory retirement age for directors. As a result of our refreshment processes, our Board represents a mix of long-tenured directors and directors who provide new and different insights, expertise and experiences. In fact, five of our current directors (including our CEO) are new to the Board since 2015.

For additional information on the director nomination process, please see “How We Govern – Nominating Governance and Public AffairsCorporate Governance Committee – Director Nomination Process” below.

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no material relationship with Conagra Brands. The Board has determined that 109 of our 1110 nominees for director – directors Arora, Brown, Butler, Gregor, Johri, Lenny, Lora, Marshall, Omtvedt and Ostfeld – have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board has also determined that each of Mr. Bradley A. Alford, Mr. Thomas W. Dickson and Mr. Steven F. Goldstone, each of whomStephen Butler, who served as a director during fiscal 2019, had2020 but who will not stand for re-election at the 2020 Annual Meeting, has no material relationships with Conagra Brands and wasis independent within the meaning of applicable independence standards. Mr. Connolly is not considered to be independent due to his employment with Conagra Brands.

In making its independence determinations, the Board applied the listing standards of the New York Stock Exchange, or NYSE, and the categorical independence standards contained in our Corporate Governance Principles. The Board considers even immaterial relationships, including transactions, relationships and arrangements with the company, in its decision-making process to ensure a complete view of each director’s independence.

The Board also reviewed our commercial relationships with companies on whose boards members of the Board served during fiscal 2019.2020. The relationships with these companies involved Conagra Brands’ purchase or sale of products and services in the ordinary course of business onarm’s-length terms in amounts and under other circumstances that did not affect the relevant directors’ independence under our Corporate Governance Principles or under applicable law and NYSE listing standards.

In addition to satisfying our independence standards, each member of the Audit / Finance Committee of the Board which we refer to as the Audit / Finance Committee, must satisfy an additional Securities and Exchange Commission, or SEC, independence requirement. This requirement provides that the member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than his or her director’s compensation and may not be an “affiliated person” of Conagra Brands. Each member of the Audit / Finance Committee satisfies this additional independence requirement.

The SEC and NYSE have also adopted rulesheightened standards relating to the independence of members of the Human Resources Committee, which we refer to as the HR Committee. These rulesstandards require consideration of the source of HR Committee members’ compensation, including any consulting, advisory or other compensatory fees paid to an HR Committee member, and each HR Committee member’s affiliation with us, any of our subsidiaries or any affiliates of our subsidiaries. Each member of the HR Committee satisfies these additional independence requirements.

How We Govern

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.principles. Highlights of our corporate governance practices include the following:

Board Committees

The Board has established four standing committees: the Audit / Finance Committee, the Executive Committee, the HR Committee, and the N/G/PANominating and Corporate Governance Committee. The Audit / Finance Committee, HR Committee and N/G/PANominating and Corporate Governance Committee operate under written charters that have been approved by the full Board; each of these three committees is comprised entirely of independent directors.

Membership on each of the Board’s standing committees as of August 3, 2020 is as follows:

Audit / Finance         Committee

Executive Committee

HR Committee

N/G/PA Committee

Name

Audit / Finance Committee

Executive Committee

HR Committee

Nominating and Corporate Governance Committee

Anil Arora

Thomas K. Brown

Stephen G. Butler(1)

CHAIR

Chair

Sean M. Connolly

Joie A. Gregor

CHAIR

Chair

Rajive Johri

Richard H. Lenny

ex officio

CHAIR

ex officio

Chair

Melissa Lora(1)

Ruth Ann Marshall

CHAIR

Chair

Craig P. Omtvedt

Scott Ostfeld

Total Meetings in FY2019

12

1

9

4

Total Meetings in FY2020

10

--

4

4

Audit / Finance Committee

Financial Expertise and Financial Literacy

TheEach member of the Audit / Finance Committee is financially literate within the meaning of NYSE rules and the Board has determined that directors Arora, Butler, Johri, Lora and Omtvedt are qualified as audit committee financial experts within the meaning of SEC regulations and that directors Arora and Brown are financially literate within the meaning of NYSE rules.regulations. All directors serving on the Audit / Finance Committee are independent.independent in accordance with SEC rules, NYSE listing standards and the company’s independence standards.

Related-Party Transactions

The Audit / Finance Committee has adopted a written policy regarding the review, approval, and ratification of related-party transactions (generally, transactions involving an amount in excess of $120,000 in which the company is a participant and in which a related person has or will have a direct or indirect material interest). 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 on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-party’s interest in the transaction. No Board memberdirector is permitted to participate in any approval of a related-party transaction in which he or she is a related party, except that the Board member will provide all material information concerning the related party transaction to the Audit / Finance Committee. On at least an annual basis, the Audit / Finance Committee reviews and assesses ongoing related-party transactions to determine whether they are in compliancecomply with the company’s guidelines and that the relationships remain appropriate. All related-party transactions are disclosed to the full Board.

During fiscal 2019,2020, one related-partyrelated party transaction arose. David B. Biegger is the company’s Executive Vice President and Chief Supply Chain Officer. One of Mr. Biegger’s immediate family members is employed by the company as a Brand Manager and earned total compensation in excess of $120,000. The immediate family member’s position does not report, directly or indirectly, to Mr. Biegger. In addition, the individual is compensated in a manner that is appropriate for their responsibilities and experience.experience and in accordance with standard compensation practices available to other individuals in comparable roles. The relationship described was reviewed and ratified in accordance with our policy for review of related-party transactions.transactions with related persons.

Executive Committee

Human Resources Committee

Executive and Director Compensation

The HR Committee has retained authority over the determination of executive andnon-employee 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.

Human Capital Management

In addition to leading the Board’s oversight of succession planning, the HR Committee takes an active interest in making sure all employees are fully engaged and realizing their potential. To accomplish this, the HR Committee receives reports from management on the diversity pipeline within the company and initiatives underway focused on improving the diversity of the company’s workforce. The HR Committee also reviews the human capital strategic plan and progress on work underway to ensure Conagra achieves its vision of having the most energized, highest impact culture in food.

Compensation Committee Interlocks and Insider Participation

The HR Committee members set forth above, as well as Mr. Alford (who served as a director for a portion of fiscal 2019),Johri, served as members of the HR Committee during fiscal 2019.2020. During fiscal 2019,2020, 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.

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

Nominating and Corporate Governance and Public Affairs Committee

Director Nomination Process

The N/G/PANominating and Corporate Governance Committee considers Board candidates suggested by Board members, management and shareholders. The N/G/PADuring fiscal 2020, the Nominating and Corporate Governance Committee may also retainretained a third-party search firm to identify director candidates. The Nominating and Corporate Governance Committee provided the third-party search firm with guidance as to the skills, experience and qualifications that the Nominating and Corporate Governance Committee was seeking in potential candidates, and the search firm identified candidates for the Nominating and Corporate Governance Committee’s consideration. Shareholders may also directly nominate candidates pursuant to our “proxy access” bylaws, as described below. Shareholders wishing to submit candidates for election as directors must notify our Corporate Secretary in writing by delivering or mailing a notice to our principal executive offices at 222 Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654. See “— Ability of Shareholders to Nominate Directors via Proxy Access” and “Our Annual Meeting of Shareholders –— Our 20202021 Annual Meeting of Shareholders – Other Shareholder Proposals to be Presented at our 2020 Annual Meeting”Shareholders” for further details regarding the procedures for submission of director nominations by shareholders.

The N/G/PAWhen a potential candidate is brought to the Board’s attention, the Nominating and Corporate Governance Committee makes an initial determination as to whether to conduct a full evaluation of a director candidate once he or she has been identified.the individual. This initial determination is based on whether additional Board members are necessary

the greater of:

all in accordance with the requirements set forth more fully in our by-laws.

Under our by-laws, requests to include shareholder-nominated candidates for director in our proxy materials must be received no earlier than Ms. Lora150 days and Mr. Ostfeld, were elected by shareholders atno later than 120 days before the anniversary of the date that we issued our 2018proxy statement for the previous year’s annual meeting of shareholders.

See “Our Annual Meeting of Shareholders. TheShareholders – Our 2021 Annual Meeting of Shareholders – Other Shareholder Proposals to be Presented at our 2020 Annual Meeting” for further details regarding the procedures for submission of director nominations by shareholders.

Forum Bylaw. In December 2019, our Board appointed Ms. Loraamended the by-laws to designate the Court of Chancery of the State of Delaware, or the federal district court for the District of Delaware if the Court of Chancery does not have jurisdiction, as a director of Conagra Brands effective as of January 4, 2019. Ms. Lora was first introducedthe forum for litigation related to the N/G/PA Committee asfollowing types of proceedings:

The Company adopted this amendment because the Company believes the best courts to identify potential board candidates.decide matters of Delaware law are the courts of Delaware. Additionally, the amendment is designed to reduce the cost and complexity of the Company’s defense of litigation. The Board appointed Mr. Ostfeld as a director of Conagra Brands effective as of February 16, 2019. Mr. Ostfeld was first introduced toCompany had previously been sued on the N/G/PA Committee as a potential nominee by a shareholder.same underlying facts in multiple courts and in multiple jurisdictions simultaneously.

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 focuses on assessing and managing enterprise-wide risk, and the Risk Oversight Committee, which 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 DiscussionDiscussions

Each fiscal year, the Board reviews and discusses our strategic plan and the longer-term risks and opportunities we face. The Board routinely receives reports from significant business units and functions, and these presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics. The Board also receives an annual reportregular reports regarding the activities of management’s Enterprise Risk Management Committee, which focuses on assessing and monitoring enterprise-wide risk.

Without the right talent, we cannot implement the strategies we devise. Oversight of the company’s approach to and investment in human capital management and talent development are thus key governance matters for the Board. Directly, and through its HR Committee, the Board engages regularly with management on human capital matters. Specific HR Committee activities (noted below) are supplemented by full Board actions. For example, the full Board receives an annual succession planning presentation.presentation from management during which potential successors to senior leadership roles are discussed, arranges opportunities to engage directly with emerging talent in the organization and discusses the evolution of the Conagra culture in the context of the CEO’s annual goals and objectives.

Audit / Finance Committee Oversight

The Audit / Finance Committee’s charter requires it to review our processes for identifying and managing enterprise-wide risks facing the company, including, but not limited to, financial risks (such as derivative and treasury risks), cybersecurity and information technology 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 (which focuses on financial risk related to commodities, foreign currency, interest rate, credit, insurable risk, risk of loss and counterparty risk), maintaining oversight of our Internal Audit function, holding regular executive sessions with our Chief Financial Officer ourand 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 Board on its activities.

Human Resources Committee Oversight

The HR Committee reviews the company’s leadership development activities to ensure appropriate succession planning occurs andoccurs. This includes the establishment of an emergency succession protocol in the event of the CEO’s sudden incapacity or departure. The HR Committee also reviews the relationship between the company’s compensation programs and risk. The Chair of the HR Committee reports to the Board on its activities. The HR Committee has also adopted a series of policies and practices to reduce risk in our compensation programs. These policies and practices include the following:

Nominating Governance and Public AffairsCorporate Governance Committee Oversight

The N/G/PANominating and Corporate Governance 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.risks. 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 activities. The N/G/PANominating and Corporate Governance Committee also oversees the modest political activities of the company, including political contributions and lobbying expenditures, to ensure they focus on adding shareholder value and enhancing our position as a good corporate citizen. We publish a report of these activities on our website. The Chair of the N/G/PANominating and Corporate Governance Committee reports to the Board on its activities.

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

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 shareholders and allow us to effectively address them. Management regularly attends investor conferences, and holdsone-on-one and small group meetings and calls with investors, and also has the opportunity to directly interact with investors and analysts during our quarterly earnings conference calls. On two occasions over the last five years, management has also hosted a large-scale investor day event at our headquarters and webcast the presentations live. Investors and analysts may email IR@conagra.com or call (312)549-5002 to contact our Investor Relations Team.

In fiscal 2019, we hosted an Investor Day in Chicago, Illinois at which our management team presented information about our value creating opportunities following the completion of our acquisition of Pinnacle, including an update on our innovation slate, Pinnacle cost synergy opportunities and our long-term financial algorithm. A replay of this event is archived on our investor relations website at https://conagrabrandsinvestorday.com.

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:

We promptly post updates to these documents on our website. The information on our website is not, however, 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. These documents are also available in print to any shareholder who requests them from the Corporate Secretary.

How to Communicate with Us

We welcome opportunities to engage and receive feedback from our shareholders and other important stakeholders and believe that such engagement is critical to our effectiveness. You may contact any of our directors individually, any committeeCommittee of the Board, our independent directors as a group, our Chairman of the Board, or the Board generally by writing to:

Conagra Brands Board of Directors

c/o Corporate Secretary, Conagra Brands, Inc.

222 Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

Communications are compiled by the Corporate Secretary and forwarded to the addressee(s). The Corporate Secretary routinely filters communications that are solicitations, consumer complaints, unrelated to Conagra Brands, or itsConagra Brands’ business or determined to pose a possible security risk to the addressee.

You may also attend the 20192020 Annual Meeting, reach out to our Shareholder Services line at (402)240-4005 and share information with our Investor Relations team. See “Investor Engagement” above.

We encourage you to share your feedback by voting on the voting items described in this Proxy Statement. We are attuned to input from each of these sources and encourage your feedback.

How We Are Paid

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 Board for approval. In setting director compensation, the HR Committee receives input from Frederic W. Cook, or FW Cook, its independent compensation consultant, on factors including the time commitment and skill level required to serve on the Board, as well as broader market practices. In addition, our Conagra Brands, Inc. 2014 Stock Plan places a limit on the equity awards that may be awarded to eachnon-employee director in any fiscal year.

A summary ofnon-employee director compensation for fiscal 20192020 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 2019.2020. No changes were made to the compensation program described below from fiscal 20182019 to fiscal 2019.2020.