UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.       )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Conagra Brands, Inc.

(Name of Registrant as Specified In Its Charter)

 ​

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

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

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

Message from Our President and Chief Executive Officer

​ ​ We continued to deliver across our key performance metrics while investing in our business to position it for long-term, sustainable growth ​ ​ ​ Our relentless focus on innovation, product quality, and portfolio reshaping has made us a substantially larger and more profitable business ​ ​ ​ Approximately 65% of our portfolio held or gained volume share ​ ​ ​ We also delivered outstanding free cash flow¹ ​ ​ ​ ​ ​ August 7, 2024 Dear Fellow Shareholders, It is my pleasure to invite you to join the Conagra Brands, Inc. 2024 Annual Meeting of Shareholders. The Annual Meeting will include a brief company overview and business report, a discussion of and voting on matters described in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session. In fiscal 2024, we navigated a challenging consumer environment to deliver solid results, sequential volume improvement, and share gains. We continued to deliver across our key performance metrics while investing in our business to position it for long-term, sustainable growth. I am pleased with the progress we have made, and the strength, resiliency, and adaptability of our business. We reported a decline in net sales of 1.8% in fiscal 2024, reflecting the impact of the macro environment. Despite that decline, we continued our margin recovery while investing in our brands to maximize consumer engagement and drive sequential volume improvement. Over the long term, our relentless focus on innovation, product quality, and portfolio reshaping has made us a substantially larger and more profitable business. The strength of our portfolio can also be seen in the share gains we delivered in fiscal 2024, as approximately 65% of our portfolio held or gained volume share against a backdrop of record inflation and challenging consumer trends. Our share performance is even stronger within our strategic Frozen and Snacks domains, where 80% of our brands have held or gained volume share. Innovation remains a core component of our investment strategy, and we are pleased with the strong reception our 2024 launches have received in the marketplace, which we anticipate will continue to drive momentum in 2025. Our focus on brand investment and innovation was fueled by our successful cost savings and supply chain productivity initiatives while we increased our customer fulfillment service levels to 97%. We also delivered outstanding free cash flow.¹ These efforts enabled us to further strengthen our balance sheet, including the reduction in our net leverage ratio¹ to 3.37x, and increase dividends paid by 5.7% to $659 million. Of course, none of this would have been possible without the hard work and dedication of our employees, and their commitment to doing what’s right every day, for our business, for the communities we serve, and for our world. In fiscal 2024, we continued to make progress across our four Citizenship pillars: Good Food, Responsible Sourcing, Better Planet, and Stronger Communities, and I look forward every year to sharing the details of our progress ​ ¹ Non-GAAP Financial Measure. See Appendix A to this Proxy Statement for more information and a reconciliation of Non-GAAP financial measures to the most directly comparable GAAP measure. ​

CONAGRA BRANDS 2024 PROXY STATEMENT 1

MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

We remain focused on driving volume recovery, fueled by our brand investments in our Citizenship Report. I’m particularly proud of our employees in fiscal 2024 for volunteering more than 12,000 hours of their time in their local communities and for the way they came together to raise more than $500,000 to benefit the United Way, United Way member agencies, and other non-profits. Looking to the future, we expect the consumer environment to gradually normalize as consumers continue to adapt. We remain focused on driving volume recovery, fueled by our brand investments. As we enter fiscal 2025, our track record of agility, execution, and resilience reinforces our confidence in our brands, plans, and people. On behalf of our entire organization, thank you for your continued investment and support of Conagra Brands as we continue to drive value for our shareholders. ​ Sincerely, Sean Connolly
President and Chief Executive Officer.

2 CONAGRA BRANDS 2024 PROXY STATEMENT

MESSAGE FROM OUR CHAIRMAN

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

Message from our Chairman

​ ​ ​ ​ ​ ​ In addition to overseeing the Company’s business strategy and performance, the Board spends time every year to thoroughly understand, assess, and support Conagra’s culture ​ ​ ​ Mr. Connolly has done a superb job transforming the company’s strategy, product portfolio, senior leadership, and culture ​ ​ ​ ​ ​ ​ ​ August 7, 2024 Dear Fellow Shareholders, In fiscal 2024, Conagra’s Board of Directors remained committed to performing at a high level in fulfilling its fiduciary responsibilities to shareholders. Provided below are key highlights and areas of focus for the Board from this past year: Oversight of strategy and risk The Board is fully engaged in oversight of the company’s strategy, risk assessment, and risk mitigation plans. Management benefits from the independent directors’ wide range of experience, capability, and insight when considering capital allocation alternatives, growth strategy, and portfolio opportunities. The Board follows an established cadence at both the committee and full board levels to understand existing and emerging risks and provide the proper guidance. This approach enables Conagra’s risk mitigation efforts to be both broad-based and pragmatic. Company culture In addition to overseeing the Company’s business strategy and performance, the Board spends time every year to thoroughly understand, assess, and support Conagra’s culture. Sean Connolly and the leadership team set an exceptional “tone at the top.” When employees observe their leaders operating with the highest levels of personal integrity and adhering to Conagra’s core values, they are motivated to do the right things the right way. The Board had numerous opportunities, both formal and informal, to engage with employees at various levels across the company throughout the year. These sessions enabled the Board to experience the Company’s positive and dynamic culture in practice. Succession planning Mr. Connolly has served as Conagra’s CEO for over nine years. He has done a superb job transforming the company’s strategy, product portfolio, senior leadership, and culture. Mr. Connolly wants to see the vision through to completion, thus enabling Conagra to be well-positioned for the future. The Board is in full agreement. This was the Board’s rationale for awarding to Mr. Connolly a multi-year performance and retention incentive award; 80% of the award is tied to specific business performance goals. Please refer to the Compensation Discussion and Analysis for a complete description of the award as well as key enhancements to the Company’s executive compensation program. The independent directors have initiated a comprehensive long-term CEO succession planning process. Working in conjunction with outside resources and input from the CEO and Chief Human Resources Officer, a disciplined approach is in place to identify and assess both internal and external candidates as potential CEO successors. At the appropriate time, we will be prepared.

CONAGRA BRANDS 2024 PROXY STATEMENT 3

MESSAGE FROM OUR CHAIRMAN

​ Conagra’s Board of Directors is well positioned to provide effective governance, oversight, and guidance to management ​ ​ ​ In response to the feedback from shareholders, in May 2024, the Board approved an amendment to the Company’s Bylaws which provides shareholders with the right to call a special meeting of Conagra’s shareholders ​ ​ ​ Your Board of Directors, management team, and all 18,500 employees are steadfast in their commitment to delivering superior shareholder value over the long term ​ ​ ​ Board refreshment Board refreshment, a multi-year undertaking, has been very effective in ensuring that Conagra’s Board of Directors is well positioned to provide effective governance, oversight, and guidance to management. Over the past five years, five independent directors have been added ̶ each with a unique set of relevant skills and broad-based experiences. Each of these individuals have been additive to the Board’s culture. The profile of the independent directors has changed dramatically: a) eight are diverse either in terms of gender, race, or ethnicity; b) new capabilities were added notably in cybersecurity, technology, and supply chain; and c) average tenure is 7 years. The Nominating and Corporate Governance Committee has started its succession planning for board leadership at both the committee and full board levels. This will ensure that well-qualified new leaders are ready as directors reach the mandatory retirement age of 75 years. Shareholder outreach The Board initiated a shareholder outreach and engagement initiative following the 2023 annual meeting of shareholders. Management reached out to investors representing over 50% of our outstanding shares. The purpose of those discussions was to better understand shareholders’ views on shareholders’ rights, executive compensation, and other governance matters. In response to the feedback from shareholders, in May 2024, the Board approved an amendment to the Company’s Bylaws which provides shareholders with the right to call a special meeting of Conagra’s shareholders. More details regarding shareholder responsive actions are included under “Shareholder Engagement and Responsiveness” in this Proxy Statement. In closing, your Board of Directors, management team, and all 18,500 employees are steadfast in their commitment to delivering superior shareholder value over the long term. Thank you for your continued investment in Conagra’s journey. Sincerely, Richard H. Lenny
Non-Executive Chair of the Board of Directors.

4 CONAGRA BRANDS 2024 PROXY STATEMENT

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Notice of 2024 Annual Meeting of Shareholders

Meeting Information

When	Where	Record Date
Wednesday, September 18, 2024 Noon CDT	Online at www.virtualshareholdermeeting.com/CAG2024	Shareholders of record of our common stock as of the close of business on July 25, 2024 are entitled to notice and to vote at the meeting

   Attend Online

Once again, the 2024 Annual Meeting of Shareholders (Annual Meeting) of Conagra Brands, Inc. will be held in a virtual forum only with no physical location. The Annual Meeting will include a brief report on our business, a discussion of and voting on matters described in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session. We believe the virtual format is advantageous to the Company by reducing our costs and advantageous to our shareholders who are able to attend our meeting from anywhere in the world at no cost. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. You may also ask questions, vote online, and examine our shareholder list during the Annual Meeting by following the instructions provided at www.virtualshareholdermeeting.com/CAG2024. Please see “Additional Information about the Meeting” in this Proxy Statement for details regarding the Annual Meeting.

Items of Business

Proposal Number		Board Recommendation		Page Reference
1	Election of directors		Vote FOR ALL	19
2	Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation		Vote FOR	41
3	Advisory vote to approve named executive officer compensation		Vote FOR	43
4	Ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2025		Vote FOR	89

We will also transact any other business properly brought before the Annual Meeting, or any postponement or adjournment thereof.

Please carefully review the accompanying Proxy Statement which provides detailed information about the above matters to be considered at the Annual Meeting.

	​ Executive Vice President, General Counsel and Corporate Secretary
	By Order of the Board of Directors, Carey Bartell Executive Vice President, General Counsel and Corporate Secretary August 7, 2024

CONAGRA BRANDS 2024 PROXY STATEMENT 5

TABLE OF CONTENTS

Table of Contents

Message from Our President and Chief Executive Officer	1
Message from the Chairman of Our Board	3
Notice of 2024 Annual Meeting of Shareholders	5
Meeting Information	5
Items of Business	5
About Conagra and This Meeting	7
Company Overview and Business Strategy	7
Fiscal 2024 Performance Highlights	8
Shareholder Engagement and Responsiveness	9
Our Culture	11
Citizenship Strategy Highlights	12
Proxy Materials	13
Voting	14
Forward-Looking Statements and Website Links	14
Proxy Voting Summary	15
Proposal 1: Election of Directors	19
Overview	19
Board Skills and Qualifications	19
Board Demographics	21
Director Refreshment	21
Director Nominees	22
Director Independence	27
Corporate Governance	28
Governance Highlights	28
Shareholder Engagement Strategy	29
Board Communication	30
Board Leadership Structure	31
Board Committees	32
Director Nomination Process	36
Risk Oversight	37
Board Self-Evaluation	38
Director Attendance	38
Director Compensation	38
Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Provide for Officer Exculpation	41
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	43

Frequently Searched Compensation Information	44
Executive Compensation Matters	45
Message from the Chair of our Human Resources Committee	45
Our Response to Shareholder Feedback on Executive Compensation	47
Compensation Discussion and Analysis	48
Compensation Committee Report	68
Executive Compensation	69
Summary Compensation Table—Fiscal 2024	69
Grants of Plan-Based Awards—Fiscal 2024	71
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2024	72
Option Exercises and Stock Vested—Fiscal 2024	74
Pension Benefits—Fiscal 2024	74
Nonqualified Deferred Compensation—Fiscal 2024	75
Potential Payments Upon Termination or Change of Control	77
CEO Pay Ratio	84
Pay Versus Performance	84
Proposal 4: Ratification of the Appointment of KPMG LLP as our Independent Auditors for Fiscal 2025	89
Engagement of Independent Auditors	89
Independent Accountant Fees	89
Audit / Finance Committee Pre-Approval Policy	89
Audit / Finance Committee Report	90
Information on Stock Ownership	91
Voting Securities of Directors, Officers, and Greater than 5% Owners	91
Delinquent Section 16(a) Reports	92
Additional Information about the Meeting	93
Frequently Searched Information	99
Appendix A—Reconciliation of GAAP and Non-GAAP Information	A-1
Appendix B—Proposed Amended and Restated Certificate of Incorporation	B-1

6 CONAGRA BRANDS 2024 PROXY STATEMENT

ABOUT CONAGRA AND THIS MEETING

About Conagra and This Meeting

Company Overview and Business Strategy

Company Overview

Conagra Brands, Inc. (NYSE: CAG), referred to as Conagra Brands, Conagra, we, or the Company, is one of North America’s leading branded food companies. We combine a 100-year history of making quality food with agility and a relentless focus on collaboration and innovation.

The Company’s portfolio is continuously evolving to satisfy consumers’ ever-changing food preferences. Conagra’s brands include Birds Eye^®, Duncan Hines^®, Healthy Choice^®, Marie Callender's^®, Reddi-wip^®, Slim Jim^®, Angie’s^® BOOMCHICKAPOP^®, and many more.

Headquarters Chicago, Illinois	~18,500 Number of employees (as of May 26, 2024)	~$12.1B Fiscal 2024 revenue

Business Strategy

At Conagra, we aspire to have the most impactful, energized, and inclusive culture in food. We seek to build a diverse team that embraces debate to challenge marketplace and business conventions. We strive to be respected for our great brands, great food, great margins, and consistent results. Since 2016, we have been on a journey to architect a focused, branded, pureplay Conagra Brands by transforming our portfolio, enhancing our capabilities, and establishing an entrepreneurial culture to deliver consistent, superior performance.

CONAGRA BRANDS 2024 PROXY STATEMENT 7

ABOUT CONAGRA AND THIS MEETING

Fiscal 2024 Performance Highlights

Demonstrating Resilience

During fiscal 2024, we continued to strategically invest in our brands to increase consumer engagement, which resulted in volume improvements and strengthening of our share position across key categories.

Net Sales	Earnings Per Share (EPS)	Operating Margin	Operating Profit
$12.1B	$0.72	7.1%	$852.8M
Organic Net Sales1	Adjusted EPS1	Adjusted Operating Margin1	Adjusted Operating Profit1
$12.0B	$2.67	16.0%	$1.9B

Improved Efficiency, Stronger Cash Flow, Debt Reduction, and Continued Return of Capital to Shareholders

Our supply chain continued to deliver cost savings through its productivity initiatives, including increased materials, manufacturing, logistics, network, and product design efficiencies, resulting in a 3.9% reduction in costs as a percentage of our total costs of goods sold (COGS) in fiscal 2024, supporting our operating margin expansion. Additionally, we improved our customer fulfillment service levels to 97%, while reducing our inventory levels, which contributed to 5-day reduction in our cash conversion cycle, compared to fiscal 2023, and increased free cash flow¹ in fiscal 2024. These successful supply chain productivity initiatives enabled us to further strengthen our balance sheet, as we reduced our net leverage ratio¹ and increased capital returned to our shareholders.

	vs. FY 2023	$2,016 Net cash flow from operating activities $1,628 Free Cash Flow1
		$659M Cash Dividends Paid
		3.37x Net Leverage Ratio1

¹ Non-GAAP Financial Measure. See Appendix A to this Proxy Statement for a reconciliation to the most directly comparable GAAP measure.

² Savings as % of COGS includes productivity and other cost savings as a % of Total Costs of Goods Sold; Service Levels represents case fill rate.

Continued Brand Building Investments

Throughout fiscal 2024, we continued to introduce new, on-trend products to the marketplace as part of our long-term innovation strategy. With solutions for every daypart, budget, and lifestyle, our innovation slate featured something for everyone, keeping existing consumers engaged while appealing to new consumers. We supported these new product launches with high-quality feature and display merchandising as well as targeted advertising. Our innovations spanned the Conagra portfolio, with successful new products from Marie Callender’s^®, Birds Eye^®, Slim Jim^®, Banquet^®, Healthy Choice^®, and Duncan Hines^®. Our innovations expanded our brands and crossed categories with the introduction of Chef Boyardee^® and Dolly Parton^® to frozen and the launch of Wendy’s^® Chili, delivering the flavors consumers know and love to grocery stores.

8 CONAGRA BRANDS 2024 PROXY STATEMENT

ABOUT CONAGRA AND THIS MEETING

Shareholder Engagement and Responsiveness

Engaging with our shareholders to better understand the issues that matter most to them is important to us. The Board and its committees oversee our shareholder engagement strategy. Our management team conducts investor outreach throughout the year. Additionally, our independent Board leadership, including the Chairman of our Board, participates in meetings with our significant shareholders when appropriate. These interactions provide us with the opportunity to learn about our shareholders’ priorities and perspectives and to participate in a dialogue that enables us to respond to shareholder feedback. We seek to engage with our shareholders in a variety of ways:

HIGHLIGHTS FROM OUR YEAR-ROUND SHAREHOLDER ENGAGEMENT PROGRAM IN FISCAL 2024

CONNECTED WITH	REPRESENTING
>60 INVESTORS	>55% OF OUR PUBLIC FLOAT*

HIGHLIGHTS FROM OUR ANNUAL MEETING ENGAGEMENT IN FISCAL 2024

In fiscal 2024, we proactively reached out to our shareholders before and after our 2023 annual meeting of shareholders to better understand their views with respect to proposals described in our proxy statement. In these meetings, we solicited feedback on our governance and executive compensation practices, shared information, and answered shareholder questions.

CONTACTED	REPRESENTING	ENGAGED WITH HOLDERS REPRESENTING
>20 INVESTORS including many of our largest investors	~50% OF OUR PUBLIC FLOAT*	~45% OF OUR PUBLIC FLOAT*

___________

* Year-round engagement includes Annual Meeting related engagement; percentage of public float calculated using shares reported by holders in Form 13F filings with the SEC and our diluted share count at March 31, 2024.

Shareholder feedback from these meetings was reported to our Board and its committees

in their regularly scheduled meetings and used to inform their decisions.

CONAGRA BRANDS 2024 PROXY STATEMENT 9

ABOUT CONAGRA AND THIS MEETING

SHAREHOLDER RIGHTS
	What We Heard		Our Response
	Shareholders holding more than 43% of our outstanding shares supported the Company adopting a shareholder right to call a special meeting with an ownership threshold between 20% and 25%.		Our Board amended our Bylaws in May 2024 to provide for a shareholder right to call a special meeting with a 20% threshold.
	Most of the shareholders we spoke with supported updates to increase officer exculpation consistent with Delaware law.		Our Board is recommending that our shareholders approve an amendment to our Certificate of Incorporation to provide for officer exculpation consistent with Delaware law. See proposal 2 for more information about this amendment.
DISCLOSURE AND POLICY ENHANCEMENTS
In response to shareholder questions and to increase transparency on topics of interest to our shareholders, including risk oversight, board refreshment, board succession, board self-evaluations, human rights, and animal welfare, we have clarified our disclosure in this proxy statement and:
Updated the charters of our Nominating and Corporate Governance Committee and our Audit / Finance Committee Adopted a Human Rights Policy in fiscal 2024 Adopted an Animal Welfare Policy in March 2024
CITIZENSHIP REPORT TOPICS
Additionally, discussions with our shareholders informed various topics discussed in our 2023 Citizenship Report including water stewardship, waste reduction, deforestation, packaging recycling, nutrition, food and product safety, and labor issues.
EXECUTIVE COMPENSATION
We also engaged with our shareholders, including shareholders who voted against our say-on-pay resolution at our 2023 annual meeting, on executive compensation matters. Please see “Our Response to Shareholder Engagement on Executive Compensation” in the “Compensation Discussion and Analysis” in this Proxy Statement for details about these discussions.

10 CONAGRA BRANDS 2024 PROXY STATEMENT

ABOUT CONAGRA AND THIS MEETING

Our Culture

We believe that our employees are the driving force behind our success. This is why Conagra offers one of the most impactful, energized, and inclusive cultures in the food industry and provides a comprehensive employee experience for a long and prosperous career. We leverage our six timeless values to provide a framework for our Company culture:

Integrity: Do the right things and do things right

External Focus: Center on the consumer, customer, competitor, and investor

Broad Mindedness: Seek out and respect varied perspectives; embrace collaboration and assume positive intent

Agility: Convert insights into action with the speed of an entrepreneur

Leadership: Simplify, make decisions, inspire others, and act like an owner

Results: Leverage a “refuse-to-lose” obsession with impact and value creation

We believe our focus on broad-mindedness fosters a culture of collaboration and engagement. The success and growth of our business depends in large part on our ability to attract, develop, and retain a diverse population of talented and high-performing employees at all levels of our organization. We have implemented key recruitment, development, engagement, and retention strategies and objectives to guide our human capital management approach and support our culture.

We believe that it is a competitive advantage to cultivate an inclusive culture of belonging where diverse backgrounds, perspectives, styles, and opinions are leveraged to drive innovation and growth. At Conagra, diversity is measured by more than age, race, gender, sexual orientation, and disability. All backgrounds, perspectives, styles, and opinions are valued and belong at Conagra. Our recipe for inclusion consists of five key ingredients:

· Genuine Listening: We make a conscious effort to learn new things by listening to what others have to say and seeking to understand how others think and feel. Although we may not always agree, we respect each other and acknowledge the power of different points of view.

· Mutual Respect: We cultivate a workplace where people trust and respect one another, where no one feels they need to bend out of shape to fit in. We always assume positive intent and recognize that individuals have valuable contributions to make.

· Healthy Debate: We actively encourage new ideas and ask questions to challenge the status quo. We accept that, sometimes, the best results evolve from rigorous debate, a bit of tension, and a bit of discomfort.

· Compromise: We stay focused on our goals and are collectively decisive once the input has been heard and considered.

· Civility: We disagree with respect. We seek common ground as a starting point for dialogue about differences, listening past one’s preconceptions and teaching others to do the same.

CONAGRA BRANDS 2024 PROXY STATEMENT 11

ABOUT CONAGRA AND THIS MEETING

Citizenship Strategy Highlights

As a corporate citizen, we aim to do what’s right for our business, our employees, our communities, and the world. This means making food that’s delicious, safe, nutritious, and convenient, while addressing the key economic, environmental, and social impacts directly linked to our activities and products, including through our connection to our employees and our relationships with farmers, suppliers, customers, and others.

Our citizenship strategy includes four focus areas. Together, these strategic pillars embody our values and ambitions as a responsible corporate citizen. Fiscal year 2024 saw Conagra continue to make progress against all four pillars.

Good Food	Responsible Sourcing	Better Planet	Stronger Communities

Good Food

We are dedicated to making safe, delicious, and nutritious foods that fulfill the needs of today’s consumers, while providing them with access to the information they want and need to make informed decisions about what they eat.

We are proud that our broad portfolio of leading brands provides consumers with convenient choices that contribute positively to healthier eating patterns. In its most recent assessment, conducted in 2022, Access to Nutrition Initiative (ATNI) evaluated the nutrient quality of our products along with the products of 10 other large US food companies using the rigorous Health Star rating system and ranked Conagra:

in ATNI’s ranking of percent of sales from healthier products in the ATNI’s Product Profile assessment since 2018

Responsible Sourcing

We approach the sourcing of ingredients and packaging materials with care and consideration, taking into account the potential environmental and social impacts of our products throughout their lifecycles. We seek to support circularity through regenerative agriculture practices and thoughtful packaging design.

Some recent examples of how we’ve progressed regenerative agriculture in our supply chain include:

Popcorn Seeds We encourage our popcorn seed growers to use winter cover crops to prevent soil erosion, retain nutrients in the soil, conserve water, and guard against soil compaction.	Tomatoes We support our tomato farmers in California in using drip irrigation in their fields which results, on average, in a 15% reduction in water compared to traditional furrow systems.
Reduced Emissions We also partner with our tomato suppliers in California to reduce CO2 emissions during fresh pack season by transporting raw tomatoes to our Oakdale, California production facility using renewable natural gas trucks.	Seafood Since 2020, we have utilized the internationally recognized Marine Stewardship Council and The Global Seafood Alliance’s Best Aquaculture Practices certification programs to bring certified responsibly sourced seafood to consumers and promote awareness of protecting marine ecosystems.

12 CONAGRA BRANDS 2024 PROXY STATEMENT

ABOUT CONAGRA AND THIS MEETING

Better Planet

We believe that responsible environmental practices are a key ingredient for a healthy business. We are focused on lessening the climate-related impacts of our business by reducing energy use, protecting and managing water resources efficiently, and minimizing or diverting waste for more beneficial uses.

	● ​	● 1
Food Waste	„	● We seek to divert the solid waste generated at our production facilities to more beneficial uses through recycling, product donations to bolster food supplies at area food banks, use as animal feed, or land applications to improve soil quality. ● 21 of our production facilities, across frozen, snacks, international, and frozen, have been certified Zero Waste Champion production facilities by Green Business Certification Inc.1
Water	„	● Our Birds Eye® facility in Waseca, Minnesota recycles water used to clean and process vegetables back into irrigation water to grow food for animals. ● Facility enhancements, behavioral improvements and enhanced controls continue to drive absolute water reductions at our Oakdale, California facility. ● Our Irapuato, Mexico facility recently proactively addressed water leaks in underground pipelines and installed control devices to save millions of gallons of water each year.

¹ The TRUE Zero Waste certification system is a complement to LEED and other green rating systems. TRUE (Total Resource Use and Efficiency) strives to change the way materials flow through society so that products are reused and diverted from landfill, incineration (waste-to-energy), and the environment. As one of the requirements of the certification, our TRUE Zero Waste certified facilities must each maintain an average annual waste diversion rate  of at least 90% and uphold other Green Business Certification Inc. standards  of environmental stewardship.

Stronger Communities

Our ambition is to be the most impactful, energized, and inclusive culture in food. Our team is driven by collaboration, innovation, and a desire to grow. We are focused on maintaining a strong culture of safety and committed to respecting human rights. We are dedicated to providing our employees with tools they need to succeed and thrive in their careers. We also help fight the issue of food insecurity in the communities where we live and work through volunteerism, product donations, and financial contributions.

12K hours Each year our employees volunteer for thousands of hours in our communities – contributing more than 12,000 hours fiscal 2024	50 scholarships Each year, Conagra Brands Foundation offers scholarships to support the college, university or vocational technical education being pursued by the children of our employees - awarding 50 scholarships in fiscal 2024
Human Rights Policy We adopted a Human Rights Policy to clearly communicate our commitment to protect our workforce across our operations	24M lbs. of food We donated more than 24 million pounds of food to Feeding America and its network of food banks in fiscal 2024 – that’s more than 20M meals

Proxy Materials

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the Board) of Conagra Brands, Inc. of proxies to be voted at the Annual Meeting of Shareholders to be held on September 18, 2024 (the Annual Meeting). We began making our proxy materials available on August 7, 2024.

CONAGRA BRANDS 2024 PROXY STATEMENT 13

ABOUT CONAGRA AND THIS MEETING

Voting

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend and participate in the 2024 Annual Meeting, please promptly vote your shares in advance.

VOTING BEFORE THE 2024 ANNUAL MEETING

By Mail	By Internet	By Telephone	By Mobile Device
If you received paper copies of our proxy materials, complete, sign, date, and return (in the postage-paid envelope provided) the enclosed proxy card or voting instruction form	Go to www.proxyvote.com and follow the instructions	Call (toll-free, 24/7): · (800) 690-6903 (registered shareholders and ESPP participants) · (800) 454-8683 (beneficial owners) and follow the recorded instructions	Scan the QR code using your mobile device to go to www.proxyvote.com

Internet and telephone voting are available through 11:59 p.m. Eastern Time on September 17, 2024 for registered shareholders and beneficial owners, and through 11:59 p.m. Eastern Time on September 15, 2024 for shares held in the Conagra Brands Employee Stock Purchase Plan (ESPP). You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form for internet and telephone voting.

If you hold shares in the ESPP, your proxy card serves as voting instructions for the shares credited to your plan account and such shares must be voted prior to the Annual Meeting. The trustee for the ESPP must receive your voting instructions by 11:59 p.m. Eastern Time on September 15, 2024. If the plan trustee does not receive your instructions by that time, the trustee will vote the shares held by the ESPP in a single block in accordance with the instructions received with respect to a majority of the shares for which instructions are received.

ATTENDING AND VOTING AT THE ANNUAL MEETING

Shareholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CAG2024.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. The Annual Meeting will begin promptly at Noon CDT. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 11:30 a.m. CDT.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on September 18, 2024

This Notice of 2024 Annual Meeting of Shareholders, Proxy Statement, and Annual Report for the fiscal year ended May 26, 2024 are available at http://www.conagrabrands.com/investor-relations/financial-reports/annual-reports. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of our Notice of Annual Meeting, Proxy Statement, and Annual Report unless you specifically request a copy. You may request a paper copy by following the instructions on the Notice of Internet Availability of Proxy Materials. We began making our proxy materials available on August 7, 2024.

Forward-Looking Statements and Website Links

This Proxy Statement may contain forward-looking statements within the meaning of the federal securities laws. Examples of forward-looking statements include statements regarding our strategy, plans, and objectives and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “estimate,” “intend,” “plan,” “should,” “seek,” or comparable terms. Readers of this document should understand that these statements are not guarantees of performance. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include those described in our reports filed from time to time with the Securities and Exchange Commission (SEC). We caution readers not to place undue reliance on any forward-looking statements included in this document, which speak only as of the date of this document. We undertake no responsibility to update these statements, except as required by law. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into, and does not constitute a part of, this Proxy Statement.

14 CONAGRA BRANDS 2024 PROXY STATEMENT

PROXY VOTING SUMMARY

Proxy Voting Summary

Proposal 1: Election of Directors (▶ page 19)

Our Board recommends that you vote FOR ALL of the nominees under this proposal 1.

Our business is managed under the direction of the Board, and you are being asked to vote to elect the members of the Board to hold office until the Conagra Brands 2025 Annual Meeting of Shareholders, and until their successors have been elected and qualified. The Board has nominated the 11 current directors, all listed below, for election at the Annual Meeting. The Board believes that the combined nominee group reflects a broad range of skills, education, experiences, qualifications, age, tenure, and other characteristics that are valuable to our Company. As a result of the Board’s robust refreshment processes, our Board currently includes 5 directors with fewer than 5 years of service on our Board (who joined our Board in 2021, 2022, and 2023) and the average tenure of our directors is 7 years. The following table provides a summary of certain information about our director nominees including the year each joined our board, current age, primary occupation, independence, committee membership, and service on the boards of other publicly-traded companies.

						Standing Committee Membership			# of Other Public Company Boards
Name and Primary Occupation			Age	Director Since	Independent	Audit / Finance	Human Resources	Nominating & Corporate Governance
	Anil Arora Senior Partner The TIFIN Group		63	2018					1
	Thomas “Tony” K. Brown Retired Group Vice President, Global Purchasing Ford Motor Company		68	2013					1
	Emanuel “Manny” Chirico Retired Exec. Chairman and CEO PVH Corp.		67	2021					1
	Sean M. Connolly President and CEO Conagra Brands, Inc.		58	2015					0
	George Dowdie Retired Executive Vice President of Global Supply Chain Starbucks Corporation		68	2022					0
	Francisco Fraga EVP Chief Information Officer and Chief Technology Officer McKesson Corporation		51	2023					0
	Fran Horowitz Chief Executive Officer Abercrombie & Fitch Co.		60	2021					1
	Richard H. Lenny Retired Chair, President and CEO The Hershey Company		72	2009		*			1
	Melissa Lora Retired President, Taco Bell International, part of Yum! Brands, Inc.		62	2019					1
	Ruth Ann Marshall Retired President of the Americas MasterCard International, Inc.		70	2007					2
	Denise A. Paulonis President and CEO Sally Beauty Holdings, Inc.		52	2022					1

Non-Executive Chair of the Board Committee Chair Committee Member Audit Committee Financial Expert

* As Board Chair, Mr. Lenny is also deemed an ex-officio member of the Audit / Finance Committee.

CONAGRA BRANDS 2024 PROXY STATEMENT 15

PROXY VOTING SUMMARY

BOARD NOMINEE DEMOGRAPHICS SNAPSHOT

Our Board values diversity and through its nomination process strives to build a group of nominees that delivers diverse views, perspectives, backgrounds, and experiences.

	Independent Chair of the Board		5 new independent directors added to our Board in 2021, 2022, and 2023
	2 female (1 LGBTQ+) committee Chairs		5 nominees with <5 years of service on our Board
	73% diverse Board		10 of 11 directors are independent (all except our CEO)

BOARD SKILLS AND EXPERIENCE SNAPSHOT

When selecting nominees for our Board, our Nominating and Corporate Governance Committee has identified the below skills as relevant to our Company.

Experience and Skills

Public company board experience

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9/11

Active or former C-suite executive

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11/11

Market-facing experience

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10/11

International experience

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11/11

Finance/capital management expertise

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8/11

M&A experience

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10/11

Technology expertise

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8/11

Risk management expertise

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10/11

Human capital management experience

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11/11

Sustainability expertise

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5/11

16 CONAGRA BRANDS 2024 PROXY STATEMENT

PROXY VOTING SUMMARY

Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Provide for Officer Exculpation (▶ page 41)

Our Board recommends that you vote FOR the amendment to our Certificate of Incorporation to provide for officer exculpation consistent with Delaware law under this proposal 2.

Shareholders are being asked to vote on a proposed amendment to our Certificate of Incorporation to provide for exculpation of certain of our officers as permitted by law in light of recent amendments to Section 102(b)(7) of the Delaware General Corporation Law, effective April 1, 2022. The proposed amendment is consistent with Delaware law and:

Only permits limitation of officer liability for direct claims (not derivative claims made by shareholders)

Does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit

Would enhance the Company’s ability to attract and retain talented officers

The full text of the proposed Amended and Restated Certificate of Incorporation is attached as Appendix B hereto.

The Board believes that failing to adopt the proposed amendment could impact our ability to recruit and retain exceptional officer candidates.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation (▶ page 43)

Our Board recommends that you vote FOR this proposal 3, on an advisory basis, to approve our named executive officer compensation.

Approve, on a nonbinding advisory basis (Say-on-Pay vote), the compensation paid to our named executive officers (NEOs). As more fully described in the “Compensation Discussion and Analysis” section of this Proxy Statement, for fiscal 2024, the Human Resources (HR) Committee established an executive compensation program that was designed to promote attainment of our fiscal 2024 operating plan and long-term goals.

94%	6x	81%
Percentage of our CEO’s fiscal 2024 compensation opportunity tied to Conagra’s performance	Our CEO’s stock ownership requirement, as a multiple of his base salary	Percentage of our other NEOs’ fiscal 2024 compensation opportunity tied to Conagra’s performance
NO	YES	FULLY INDEPENDENT
Hedging or pledging of Company stock permitted for employees or members of the Board	Clawback Policy in place to recoup unwarranted incentive compensation	The HR Committee’s compensation consultant performs no work for management

In designing the 2024 fiscal year program, the HR Committee chose to include a mix of compensation types (salary, benefits, cash-based incentives, and equity-based awards) and a mix of performance periods (single-year and multi-year) to promote long-term, strategic decision-making. The HR Committee sought to provide a significant percentage of our CEO’s and NEOs’ compensation in the form of performance-based compensation with the greatest percentage of the performance-based opportunity in the form of long-term compensation payable in shares of our common stock. The HR Committee believes that the emphasis on stock-based compensation is the best method to align management interests with those of our shareholders and also to minimize the likelihood that our executives would be motivated to pursue overly risky initiatives or unsustainable results.

CONAGRA BRANDS 2024 PROXY STATEMENT 17

PROXY VOTING SUMMARY

FISCAL 2024 COMPENSATION OPPORTUNITY MIX (AT TARGET)*

* Includes retention grants made to Messrs. Connolly and Marberger. See “Retention Awards Granted in fiscal 2024” and “Long-Term Incentive Plan Overview—Fiscal 2024 LTI Plan Target Opportunity and Retention Awards” under “Compensation Discussion and Analysis” below.

Annual Incentive Program					Long-Term Incentive Plan
· Based on a single year of performance results · Performance measures are aligned to our annual operating plan					· Based on multi-year results or service · Payouts are generally over 3 years
2024 AIP				2024 LTI Plan
Weighted Metrics				Performance Shares				Restricted Stock Units
50%		Operating Profit, adjusted for items impacting comparability (Adjusted Operating Profit)		60% of Opportunity				40% of Opportunity
				· Opportunity to earn shares of our common stock if we achieve pre-set performance goals over a three-year period · Weighted metrics:*				· Opportunity to earn shares of our common stock if the employee generally remains with Conagra over the three-year vesting period of the award · Rewards stock price appreciation and tenure
25%		Net Sales, adjusted for items impacting comparability (Adjusted Net Sales)
25%		Free Cash Flow, adjusted for items impacting comparability (Adjusted Free Cash Flow)				· Payouts will ultimately range from 0% to 200% of target
· Payouts will ultimately range from 0% to 200% of target

Proposal 4: Ratification of the Appointment of KPMG LLP as our Independent Auditor for Fiscal 2025 (▶ page 89)

Our Board recommends that you vote FOR this proposal 4, the ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2025.

KPMG LLP has served as our independent auditor since fiscal 2006 providing KPMG with significant experience with our financial statements, processes, procedures, and financial controls. The Audit / Finance Committee evaluates and ensures the rotation of the lead audit partner at our independent auditor. Five different partners of KPMG have served as the lead audit partner for our account. The Audit / Finance Committee has appointed KPMG LLP as our independent auditors for fiscal 2025.

18 CONAGRA BRANDS 2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

Proposal 1: Election of Directors

Overview

Our Board currently consists of 11 directors whose terms expire at the Annual Meeting. Based on the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board has nominated all 11 current directors, for election at the Annual Meeting.

If elected, each of the directors will hold office until the Conagra Brands 2025 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.

Our Board recommends that you vote FOR ALL of the nominees under this proposal 1.

Board Skills and Qualifications

Our Nominating and Corporate Governance Committee plays a key role in identifying candidates for the Board who fulfill the Company’s requirements. More information on director recruitment and selection processes can be found in the “Director Nomination Process” section of this Proxy Statement.

The Board desires that its membership collectively hold a broad and diverse range of skills, education, experiences, qualifications, characteristics, and perspectives, that can be leveraged for the benefit of the Company and its shareholders. Not only must individuals exhibit high standards for ethics and integrity to be nominated for Board service, they must be willing to commit the time needed to faithfully carry out a director’s duties, including overseeing our strategy, risks, CEO performance and succession planning, and director evaluation and refreshment processes.

We seek to maintain a Board comprised predominately of independent directors; all of our director nominees are independent with the exception of our CEO. In addition to independence, we seek individuals with a variety of experiences, skills, and characteristics that will be valuable to our Board and enhance our Board’s effectiveness. The following matrix summarizes, for each director nominee, as of August 7, 2024, some of the key skills and expertise that they bring to the Board that were considered by our Nominating and Corporate Governance Committee as part of the director nomination process. This matrix is a high-level summary of notable areas of expertise and does not represent an exhaustive list of skills and expertise held by the director nominees or those considered by the Nominating and Corporate Governance Committee.

CONAGRA BRANDS 2024 PROXY STATEMENT 19

PROPOSAL 1: ELECTION OF DIRECTORS

Key Skills and Expertise Considered for Fiscal 2025

ARORA

BROWN

CHIRICO

CONNOLLY

DOWDIE

FRAGA

HOROWITZ

LENNY

LORA

MARSHALL

PAULONIS

Public Company Board Experience Directors who have served on other public company boards bring an understanding of corporate governance practices, their experience in board oversight responsibilities, an ability to provide strategic insights to management, and a focus on growing long-term shareholder value.

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Active or Former C-Suite Executive Directors who have served in senior leadership, i.e. as chief executive officer, chief operating officer, chief financial officer, or another similar high-level executive role, at a public company contribute to our Board through their leadership, ability to develop leadership in others, practical understanding of how large organizations operate, and strategic vision.

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Market-facing Experience We have sought directors for our Board with consumer, eCommerce marketing, and data analytics experience who understand the market drivers of our industry.

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International Expertise Although our operations are primarily located in the Unites States, Canada, and Mexico and a significant percentage of our sales are from the United States, we value directors who have experience working with a global or international business and can contribute to our success with their understanding of global market opportunities and other cultures.

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Finance/Capital Management Expertise We have selected directors who are able to understand our financial statements and capital structure, oversee our accounting and financial reporting processes, and provide strategic insights regarding complex financial transactions.

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M&A Experience As a company that has utilized mergers and acquisitions (M&A) to curate our portfolio of brands, we value directors with M&A experience who are able to provide our Board with their insights on acquisition and divestiture transactions and integration of acquired businesses.

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Technology Experience We have sought directors with various technology-related experience such as directors who are familiar with information technology, data analytics, enterprise-wide software, or related cybersecurity risks as we seek to use technology to create efficiencies and productivity; and directors with eCommerce experience, including digital marketing, as we prioritize innovations in these areas to drive shareholder value.

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Risk Management Experience As a company that faces risk associated with regulatory compliance, cybersecurity, food safety, and employee safety, we benefit from directors with experience working with companies in industries with similar risks.

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Human Capital Management Experience Directors who have experience managing a large, diverse workforce and executives provide the Board with an understanding of key issues relating to human capital management that are important to the Company including recruiting, talent development, diversity, compensation programs, and succession planning.

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Sustainability Expertise We have sought directors who embody our corporate citizenship values and have experience managing sustainability-driven change in a manufacturing, agricultural, or food production organization, including implementation of innovative techniques, and transitions to emerging technologies to reduce waste, reduce greenhouse gas emissions, preserve water, support biodiversity, improve agricultural sustainability, and support a sustainable supply chain.

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20 CONAGRA BRANDS 2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

Board Demographics

The director nominees bring a variety of diverse skills, backgrounds, and experiences to our Board. Our Board also seeks director nominees with different personal dimensions of diversity to enhance the breadth of the Board’s collective perspective and its effectiveness.

The average age of our directors is 63 years old. As shown in the matrix below, 36% of our director nominees are female; 36% of our director nominees are racially or ethnically diverse; and in the aggregate 73% of our director nominees are diverse based on such characteristics.

Self-Identified Characteristics	Arora	Brown	Chirico	Connolly	Dowdie	Fraga	Horowitz	Lenny	Lora	Marshall	Paulonis
Race:
African American or Black		●			●
Asian	●
Hispanic						●
White			●	●			●	●	●	●	●
Gender:
Female							●		●	●	●
Male	●	●	●	●	●	●		●
LGBTQ+:										●

Director Refreshment

Our Board represents an intentional mix of long-tenured directors and new perspectives, insights, expertise, and experiences. The average tenure of our director nominees is 7 years, with seven of our current directors having joined our Board since 2018.

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 matrix and experience required for membership. The Board also enables planned refreshment through its retirement policy contained in the Conagra Brands Corporate Governance Principles (Corporate Governance Principles), which provides that no director may be nominated to a new term if he or she would be over age 75 at the time of the election.

CONAGRA BRANDS 2024 PROXY STATEMENT 21

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

The following biographies provide more detail regarding each nominee including their age on August 7, 2024, the date of this Proxy Statement.

ANIL ARORA	Independent	Director since July 17, 2018
Age 63 Board Committees · Human Resources · Nominating and Corporate Governance	Professional Experience The TIFIN Group (2020 to present) · Senior Partner Envestnet | Yodlee (2015 to 2019) · Chief Executive Officer Yodlee, Inc. (2000 to 2015) · Chief Executive Officer Gateway, Inc. The Pillsbury Company Kraft Foods Group · Various management roles	Other Public Boards ON24, Inc. (2022 to present) · Lead Independent Director (2023 to present) Past Public Boards Ping Identity Holding Corp. (2022) Envestnet, Inc. (2015 to 2021) Yodlee, Inc. (2011 to 2015) Visual Sciences, Inc. (2005 to 2008)
	Highlighted Skills and Qualifications Mr. Arora brings significant public company experience, C-suite leadership skills and insights, M&A experience, and technology expertise to our Board. Our Board benefits from his experience leading Yodlee from a start-up through its initial public offering and subsequent acquisition by Envestnet including his service as vice chairman of Envestnet and chief executive officer of Envestnet | Yodlee (a financial technology and data intelligence company), as well as his previous leadership, strategy, and marketing experience from Gateway, Inc., The Pillsbury Company, and Kraft Foods Group. Mr. Arora also adds finance, risk management, and technology expertise to our Board from his past executive roles and his current role as a director and senior partner at The TIFIN Group, a private financial technology company.

THOMAS “TONY” K. BROWN	Independent	Director since October 15, 2013
Age 68 Board Committees · Audit / Finance · Nominating and Corporate Governance	Professional Experience Ford Motor Company (1999 to retirement in 2013) · Group Vice President, Global Purchasing (2008 to 2013) · Various leadership positions in Global Purchasing United Technologies Corporation QMS, Inc. Digital Equipment Corporation · Various management roles in supply chain and purchasing	Other Public Boards 3M Company (2013 to present) Past Public Boards Tower International, Inc. (2014 to 2019)
	Highlighted Skills and Qualifications Mr. Brown brings valuable insights to our Board based on his global purchasing leadership experience and his service on other public company boards. His experience as a board member for 3M and Tower International, both publicly-traded, international manufacturing companies, provides him with a deep understanding of the Board’s risk oversight responsibilities. Additionally, Mr. Brown adds valuable supply chain, capital management, and financing insights and expertise to our Board from experience leading Ford Motor Company’s global purchasing team and other senior leadership roles in global purchasing management and supply chain operations.

22 CONAGRA BRANDS 2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

EMANUEL “MANNY” CHIRICO	Independent	Director since February 1, 2021
Age 67 Board Committees · Audit / Finance	Professional Experience PVH Corp. (1993 to retirement in 2021) · Executive Chairman (2007 to 2021) · Chief Executive Officer (2006 to 2021) · President and Chief Operating Officer (2005 to 2006) · Executive Vice President and Chief Financial Officer (1998 to 2005) · Vice President and Controller (1993 to 1999) Ernst & Young LLP · Partner, Retail and Apparel Practice Group	Other Public Boards Dick’s Sporting Goods, Inc. (2003 to present) Past Public Boards PVH Corp. (2005 to 2021)
	Highlighted Skills and Qualifications Mr. Chirico brings C-suite executive experience, financial expertise, and experience with boards of other publicly-traded companies to our Board. He provides valuable insights based on his substantial market facing, international business, and management experience from his service as chairman and chief executive officer of PVH Corp. (a wholesale and retail apparel company), as well as his financial background as an audit partner and chief financial officer. Mr. Chirico also brings robust expertise in M&A, finance, and risk and compliance oversight.

SEAN M. CONNOLLY		Director since April 6, 2015
Age 58 Board Committees · Executive	Professional Experience Conagra Brands, Inc. (2015 to present) · President and Chief Executive Officer The Hillshire Brands Company (2012 to 2014) · President and Chief Executive Officer Sara Lee Corporation (2012) · Executive Vice President and Chief Executive Officer, Sara Lee North American Retail and Foodservice Campbell Soup Company The Procter & Gamble Company · Various food and beverage brand management roles	Other Public Boards None Past Public Company Boards The Hillshire Brands Company (2012 to 2014)
	Highlighted Skills and Qualifications As our President and Chief Executive Officer, Mr. Connolly provides our Board with valuable insights on the Company, as well as significant market-facing experience from a career-long focus on building leading consumer brands in the food industry. He contributes his broad understanding of governance issues from his experience as a board member of Hillshire and from his current board service to S. C. Johnson & Son, Inc., a privately held consumer products company. Mr. Connolly also brings substantial broad-based industry expertise and significant transactional experience to our Board from his career in different management roles within the consumer packaged goods industry.

CONAGRA BRANDS 2024 PROXY STATEMENT 23

PROPOSAL 1: ELECTION OF DIRECTORS

GEORGE DOWDIE	Independent	Director since March 1, 2022
Age 68 Board Committees · Audit / Finance	Professional Experience Starbucks Corporation (2013 to retirement in 2023) · Executive Vice President, Global Supply Chain (2020 to 2023) · Senior Vice President, Global Food Safety, Quality & Regulatory (2013 to 2020) Campbell Soup Company Seagram Co. Ltd. Frito-Lay · Various management roles	Other Public Boards None
	Highlighted Skills and Qualifications Mr. Dowdie brings strong international and market-facing experience to our board from his recent executive leadership roles at Starbucks (a multinational retailer of specialty coffee). He provides our Board with valuable insights from his experience leading supply chain, product development, and food safety operations for leading consumer products in the food and beverage industries. Mr. Dowdie also brings broad industry expertise as well as market-facing commercialization, innovation management, and new business development experience to our Board based on his experience from his roles at Campbell Soup Company, Seagram Co., Ltd., and Frito-Lay.

FRANCISCO FRAGA	Independent	Director Since September 14, 2023
Age 51 Board Committees · Audit / Finance	Professional Experience McKesson Corporation (2021 to present) · EVP, Chief Information Officer and Chief Technology Officer (2023 to present) · Senior Vice President and Chief Information Officer, U.S. Pharmaceutical (2021 to 2023) Campbell Soup Company, Inc. (2017 to 2021) · Senior Vice President and Chief Information & Technology Officer Procter & Gamble Company (1996 to 2017) · Various management roles	Other Public Boards None
	Highlighted Skills and Qualifications Mr. Fraga brings valuable technology and cybersecurity expertise to our Board. He provides insights grounded in his robust consumer products industry background and based on his experience leading information technology transformations. Mr. Fraga also adds global market-facing eCommerce experience from his current role at McKesson Corporation (a diversified healthcare services company), where he has been instrumental in introducing new digital capabilities, and his past work at Campbell Soup Company (a branded food products company) and Procter & Gamble (a branded consumer packaged goods company) where he also oversaw digital innovations.

24 CONAGRA BRANDS 2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

FRAN HOROWITZ	Independent	Director since August 2, 2021
Age 60 Board Committees · Human Resources	Professional Experience Abercrombie & Fitch Co. (2014 to present) · Chief Executive Officer (2017 to present) · President and Chief Merchandising Officer (2015 to 2017) · Member of the Office of the Chairman (2014 to 2017) · Brand President of Hollister (2014 to 2015) Ann Taylor Loft, Inc. Express, Inc. Bloomingdale’s · Various management roles	Other Public Boards Abercrombie & Fitch Co. (2017 to present)
	Highlighted Skills and Qualifications As an active CEO of a publicly-traded company, Abercrombie & Fitch Co. (a branded fashion retailer), Ms. Horowitz brings strong leadership skills and insights on human capital management to our Board. Additionally, through prior leadership positions with a variety of companies, including leading fashion retailers Ann Taylor Loft, Inc., Express, Inc., and Bloomingdale’s, she provides our Board with retail market-facing expertise and experience with international operations.

RICHARD H. LENNY	Independent	Director since March 17, 2009 Non-Executive Chair since May 28, 2018
Age 72 Board Committees · Audit / Finance (Ex-officio member) · Executive (Chair) · Human Resources · Nominating and Corporate Governance (Chair)	Professional Experience Friedman, Fleischer & Lowe, LLC (2011 to retirement in 2016) · Senior Advisor (2014 to 2016) · Operating Partner (2011 to 2014) The Hershey Company (2001 to 2007) · President and Chief Executive Officer Nabisco Biscuit Company Pillsbury Company Kraft Foods · Various management roles	Other Public Boards Illinois Tool Works Inc. (2014 to present) · Lead Independent Director (2020 to present) Past Public Boards McDonald’s Corporation (2005 to 2023) Information Resources, Inc. (2013 to 2018) Discover Financial Services (2009 to 2018) The Hershey Company (2001 to 2007)
	Highlighted Skills and Qualifications As a former executive officer with major consumer brand companies, Mr. Lenny brings a deep knowledge of strategy, marketing, and business development of consumer products in the food industry, both domestically and abroad. He also brings extensive knowledge and understanding of corporate governance best practices from his board service to other publicly-traded companies. Mr. Lenny provides strong leadership and expertise in leadership selection and development from his executive positions and his service in leadership capacities on the boards of other public companies, including as lead independent director of Illinois Tool Works Inc.

CONAGRA BRANDS 2024 PROXY STATEMENT 25

PROPOSAL 1: ELECTION OF DIRECTORS

MELISSA LORA	Independent	Director since January 4, 2019
Age 62 Board Committees · Audit / Finance (Chair) · Executive Committee · Nominating and Corporate Governance	Professional Experience Taco Bell Corp., a subsidiary of Yum! Brands, Inc. (2001 to retirement in 2018) · President, Taco Bell International (2013 to 2018) · Global Chief Financial and Development Officer (2012 to 2013) · Chief Financial and Development Officer (2006 to 2012) · Chief Financial Officer (2001 to 2006)	Other Public Boards NVIDIA Corporation (2023 to present) Past Public Boards KB Home (2004 to 2024) · Lead Independent Director (2016 to 2024) MGIC Investment Corporation (2018 to 2022)
	Highlighted Skills and Qualifications As a former senior officer serving in various leadership roles at Taco Bell Corp., an operating division of Yum! Brands, Inc. (a multinational restaurant company), Ms. Lora brings strong leadership skills to our Board. Additionally, she provides insights from her substantial international business and market-facing experience and deep expertise in finance, risk, and compliance oversight from more than a decade of service as a Chief Financial Officer, as well as more than a decade of service as the chair of the audit committee of KB Home. Ms. Lora also provides our Board with a broad understanding of governance issues facing publicly-traded companies from her board service to other public companies, including during her time as lead independent director of KB Home.

RUTH ANN MARSHALL	Independent	Director since May 23, 2007
Age 70 Board Committees · Executive · Human Resources (Chair) · Nominating and Corporate Governance	Professional Experience MasterCard International, Inc. (1999 to retirement in 2006) · President of the Americas (2004 to 2006) · President, MasterCard North America (1999 to 2004) Concord EFS, Inc. (1995 to 1999) · Senior Executive Vice President	Other Public Boards Regions Financial Corporation (2011 to present) · Lead Independent Director (2024 to present) Global Payments, Inc. (2006 to present)
	Highlighted Skills and Qualifications Ms. Marshall brings strong leadership and provides valuable insights in the areas of marketing, account management, and customer service from her experience as an executive officer in various roles at Mastercard International. She has a broad understanding of corporate governance issues from her board service to other publicly-traded companies. Ms. Marshall also provides our Board with her market-facing experience and technology expertise gained from her work growing the MasterCard Americas payments technology business, domestically and internationally, including through new product development.

26 CONAGRA BRANDS 2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

DENISE A. PAULONIS	Independent	Director since August 1, 2022
Age 52 Board Committees · Audit / Finance	Professional Experience Sally Beauty Holdings, Inc. (2021 to present) · President and Chief Executive Officer Sprouts Farmers Market (2020 to 2021) · Chief Financial Officer The Michaels Companies, Inc. (2014 to 2020) · Executive Vice President, Chief Financial Officer (2016 to 2020) · Various leadership roles in the finance and IT functions PepsiCo McKinsey & Company · Various management roles	Other Public Boards Sally Beauty Holdings, Inc. (2018 to present)
	Highlighted Skills and Qualifications As an active CEO of a publicly-traded company, Sally Beauty Holdings, Inc. (a multinational retailer and distributor of beauty products), Ms. Paulonis brings strong leadership capabilities and experience driving strategic and operational transformation to our Board. As a former chief financial officer, she has significant finance, risk management, and compliance oversight expertise. Ms. Paulonis also brings to our Board her international business and management experience, including expertise in technology from her leadership roles at both Sprouts Farmers Market (a supermarket chain) and The Michaels Companies (an arts and crafts specialty retail company).

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no material relationship with Conagra Brands. In making its independence determinations, the Board applies the listing standards of the New York Stock Exchange (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 nominee’s independence.

Anil Arora	To take a holistic approach to its independence determinations, the Board also reviewed any commercial relationships between Conagra Brands and companies associated with our nominees during fiscal 2024, whether by board service, an ownership interest, employment, or employment of a family member. To the extent any relationships with these companies existed, they were determined to involve Conagra Brands’ purchase or sale of products and services in the ordinary course of business on arm’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. The Board has determined that 10 of our 11 current directors, who are also nominees for directors, Messrs. Arora, Brown, Chirico, Dowdie, Fraga, and Lenny, and Mses. Horowitz, Lora, Marshall, and Paulonis, have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. Mr. Connolly is not considered to be independent due to his employment with Conagra Brands. In addition to satisfying our independence standards, each member of the Audit / Finance Committee of the Board must satisfy an additional SEC independence requirement. This requirement provides that the member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee
Thomas “Tony” K. Brown
Emanuel “Manny” Chirico
George Dowdie
Francisco Fraga
Fran Horowitz
Richard H. Lenny
Melissa Lora
Ruth Ann Marshall
Denise A. Paulonis

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 heightened standards relating to the independence of members of the HR Committee. These standards require consideration of the source of HR Committee members’ compensation, including any consulting, advisory, or other compensatory fees paid to a 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.

Our Board recommends that you vote FOR ALL of the nominees under this proposal 1.

CONAGRA BRANDS 2024 PROXY STATEMENT 27

CORPORATE GOVERNANCE

Corporate Governance

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 adapts its governance practices as needed to support informed, competent, and independent oversight on behalf of our shareholders. Our governance policies are consistent with the Investor Steward Group’s corporate governance principles. Copies of our committee charters, our Corporate Governance Principles, and other governance polices are available on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/principles. To learn more about our governance practices, policies, and committee charters, see “Frequently Searched Information” below for a full listing of these documents and additional website information.

Governance Highlights

Highlights of our corporate governance practices, discussed in more detail throughout this proxy statement, include the following:

	BOARD LEADERSHIP, STRUCTURE, AND COMPOSITION
	Independent Board Chair since 2005    Corporate Governance Principles provide for the selection of an independent lead director (from the independent directors who have served at least one year) by the independent directors if the positions of Board Chair and CEO are held by the same person at any time in the future    Corporate Governance Principles limit outside public company board service (including Conagra) to 4 boards (2 for directors who serve as CEO or an executive officer of another public company) and no more than 3 audit committees    Director age limit of 75 years for renomination	Richard H. Lenny, our independent Board Chair, presides at all Board meetings, including executive sessions    10 of 11 current directors, and all members of our Audit / Finance, HR, and Nominating and Corporate Governance Committees are independent    2 female (1 LGBTQ+) Committee Chairs    73% of our current Board is gender and/or racially/ethnically diverse    Average current director tenure of approx. 7 years    Average current director age of approx. 63 years
	BOARD OPERATIONS
	The Board meets on a regularly scheduled basis    Independent directors meet in executive session at every regularly scheduled meeting of the Board and its respective committees    Comprehensive Board and committee materials and briefing sessions provided to directors to continue their education on subjects that assist them in the discharge of their duties	Company reimbursement of independent director expenses for one outside education program each fiscal year    Each of our Board, the Audit / Finance Committee, the HR Committee, and the Nominating and Corporate Governance Committee conducts a self-evaluation of its performance on an annual basis    Individual director evaluations conducted annually
	BOARD OVERSIGHT
	Full Board oversees the development and implementation of our strategic plans    Board and its standing committees routinely receive updates from senior business leaders and internal and outside subject matter experts    Committees have ability to hire outside experts and consultants	Full Board and its key standing committees play an active part in overseeing risk related to the Company’s strategy, operational and supply chain risk, food safety risk, enterprise risk, financial risk, cybersecurity and information technology risk, human capital management risk, compliance risk, reputational risk, industry risk, and climate and environmental sustainability risk
	SHAREHOLDER RIGHTS
	Simple majority voting standard for all uncontested director elections    100% of directors are elected annually    Any incumbent nominee not elected must promptly tender their resignation, subject to acceptance by the Board	Shareholder right to call a special meeting    Shareholder right to act by written consent    Proxy access for director nominees available to a shareholder, or group of up to 20 shareholders, holding 3% of the Company’s common stock for at least 3 years    No poison pill

28 CONAGRA BRANDS 2024 PROXY STATEMENT

CORPORATE GOVERNANCE

	SHAREHOLDER ENGAGEMENT AND ENGAGED BOARD
	Year-round shareholder engagement    Board Chair participated in shareholder engagement in fiscal 2024    Shareholder ability to contact directors    During fiscal 2024, our Board met 6 times (5 regular meetings and 1 special meeting)	During fiscal 2024, our committees met 18 times    During fiscal 2024, each current director attended at least 75% of the applicable meetings of the Board and committees held (average attendance rate of 98%)    100% of our directors at the time attended our 2023 Annual Meeting of Shareholders
	GOVERNANCE BEST PRACTICES
	Since 2012, the Company has maintained a Clawback Policy that permits the Company to recoup certain compensation payments in the event of a significant restatement of financial results    Clawback Policies refreshed in fiscal 2024 to provide for mandatory recoupment in the event of a restatement and discretionary recoupment under certain circumstances outside of a restatement    Insider Trading Policy prohibits directors, senior executives, and other designated employees from	engaging in any pledging, short sales, or hedging investments involving Company stock    Robust orientation program for new directors as soon as possible following his or her election or appointment    Robust orientation program for directors upon joining a new committee    Stock ownership guidelines are in place for directors, CEO, and senior executives

Shareholder Engagement Strategy

Our shareholder engagement strategy is directed by our Board. Our year-round engagement program is led by management and overseen by the Board.

	OUR BOARD AND ITS COMMITTEES
	The Board and its committees direct our shareholder engagement strategy. Board members participate in meetings with our significant shareholders as appropriate. Shareholder feedback reports are provided to the Board and its committees regularly throughout the year.
	INVESTOR RELATIONS TEAM
	Our investor relations team and members of our senior leadership team communicate and meet with our shareholders throughout the year through: investor conferences one-on-one meetings and calls small group meetings and calls with investors quarterly earnings conference calls Our management conveys investor feedback and views to our Board and its committees on a regular basis through written reports and in meetings.
	CORPORATE GOVERNANCE TEAM
	Our corporate governance team participates in one-on-one and small group meetings with our shareholders throughout the year, including meetings with our investor relations and sustainability teams. Our corporate governance team receives input from our shareholders on: Shareholders’ voting policies Our governance practices Our executive compensation program Our citizenship report and strategy Our corporate governance team provides updates on these conversations to our Board and its committees at their regular meetings.
	SUSTAINABILITY TEAM
	Our sustainability team participates in one-on-one and small group meetings with our shareholders throughout the year, including meetings with our investor relations and corporate governance teams. Our sustainability team discusses and receives input from our shareholders on: Our citizenship report and strategy Environmental and sustainability strategies, goals, initiatives, progress, and challenges Our sustainability team provides updates on these conversations and feedback from other stakeholders to our Board and its committees at their regular meetings.

CONAGRA BRANDS 2024 PROXY STATEMENT 29

CORPORATE GOVERNANCE

Board Communication

We welcome opportunities to engage and receive feedback directly from our shareholders and other key stakeholders and believe that such engagement is critical to our effectiveness. Our Investor Relations team is available to respond to investor inquiries and can be reached at:		You may contact any of our directors individually, our Chair of the Board, any committee of the Board, our independent directors as a group, or the Board generally by writing to:
	(312) 549-5002		Chair of Conagra Brands, Inc. Board of Directors Conagra Brands, Inc. 222 W. Merchandise Mart Plaza, Suite 1300 Chicago, Illinois 60654
	IR@conagra.com		corporate.secretary@conagra.com

The Board has directed the Corporate Secretary’s office to review and process such communications. The Corporate Secretary forwards communications that are appropriate to the duties and responsibilities of the Board and its members and will routinely filter and not retain communications that are solicitations, mass mailings, product related inquiries or feedback, unrelated to the Company or Company business, or determined to be trivial, obscene, unduly hostile, threatening, or similarly unsuitable. The Corporate Secretary’s office will make available any filtered communication to any director upon request.

You may also communicate with us by attending the Annual Meeting and voting. We encourage you to share your feedback by voting on the items described in this Proxy Statement.

30 CONAGRA BRANDS 2024 PROXY STATEMENT

CORPORATE GOVERNANCE

Board Leadership Structure

Our Board believes that independent Board leadership is a critical component of our governance structure and annually assesses its leadership structure. Since 2005, our Chair and CEO roles have been separated. The Board believes this current structure of separating the roles of Chair and CEO allows our CEO to focus his time and energy on strategy and operations. Meanwhile, this structure allows our independent Chair to lead the Board in its oversight responsibilities. The Board also believes this leadership structure, coupled with independent directors serving as Chairs of each of our three key standing Board committees, enhances the Board’s effectiveness in providing independent oversight of material risks affecting the Company and fulfilling its risk oversight responsibility.

	RICHARD H. LENNY		SEAN M. CONNOLLY
	Independent Board Chair		President and Chief Executive Officer
● Conducts all meetings of the Board (including executive sessions) and all meetings of the shareholders ● Establishes agendas and ensures adequate meeting time and appropriate meeting content ● Facilitates the Board’s consideration of significant risk matters including in executive sessions ● Engages with the CEO and the Company’s senior leadership team (Senior Leadership Team) between Board meetings on business developments ● Provides overall guidance to our CEO as to the Board’s views and perspectives, particularly on the strategic direction of the Company ● Is available for consultation and direct communication with major shareholders		● Sets strategic direction for the Company including developing and performing against our long-term strategic plan ● Oversees daily operations ● Develops and implements our annual operating plan ● Develops our leaders and builds our talent pipeline for executive succession ● Engages with external constituents ● Sets the tone at the top ● Builds our culture and promotes employee engagement at all levels of the organization

	MELISSA LORA		RUTH ANN MARSHALL		RICHARD H. LENNY
	Chair. Audit / Finance Committee		Chair, Human Resources Committee		Chair, Nominating and Corporate Governance Committee

Our Corporate Governance Principles require us to have either an independent Board Chair or, if the positions of Chair and CEO are held by the same person, an independent lead director. If appointed, an independent lead director will have the responsibilities described in our Corporate Governance Principles including:

● Conduct all meetings of the Board and all meetings of the shareholders, in the absence of the Chair

● Preside as chair of all executive sessions of the Board and meetings of the independent directors

● Consult on agendas for meetings and confirm adequate meeting time and appropriate meeting content

● Develop agendas for executive sessions of the independent directors

● Provide leadership to the Board and facilitate effective communication among the directors

● Facilitate the Board’s consideration of significant risk matters including in executive sessions or at meetings of the independent directors

● Serve as a liaison between the CEO and the Board

● Have authority to call executive sessions or meetings of the independent directors

● Approve the information provided to the Board

● Approve a process for an annual self-evaluation by the directors of the Board’s performance

● Along with the HR Committee, and subsequently with the remaining independent members of the Board, evaluate the

● CEO’s performance and meets with the CEO to discuss the Board’s evaluation

● Be available for consultation and direct communication with major shareholders, if requested

● Represent the Board in communications with shareholders and other stakeholders where it is necessary and appropriate for the Board to respond independently from management

CONAGRA BRANDS 2024 PROXY STATEMENT 31

CORPORATE GOVERNANCE

Board Committees

The Board has established 4 standing committees: the Audit / Finance Committee, the Executive Committee, the HR Committee, and the Nominating and Corporate Governance Committee. The Audit / Finance Committee, HR Committee, and Nominating and Corporate Governance Committee operate under written charters that have been approved by the full Board and are available on our website at www.conagrabrands.com/investor-relations/corporate-governance; each of these 3 committees is comprised entirely of independent directors. Membership on each of the Board’s standing committees as of August 7, 2024 was as follows:

	Standing Committee Membership
Name	Audit / Finance Committee	Human Resources Committee	Nominating and Corporate Governance Committee	Executive Committee
Anil Arora
Thomas “Tony” K. Brown
Emanuel “Manny” Chirico
Sean M. Connolly
George Dowdie
Francisco Fraga
Fran Horowitz
Richard H. Lenny
Melissa Lora
Ruth Ann Marshall
Denise A. Paulonis
Total Meetings in FY2024	9	5	4	0

Non-Executive Chair of the Board Committee Chair Committee Member Audit Committee Financial Expert

AUDIT / FINANCE COMMITTEE

6 Committee Members

·

Ms. Lora, Chair

·

Mr. Brown

·

Mr. Chirico

·

Mr. Dowdie