Conagra Brands (NYSE: CAG) investors reject say-on-pay but back board and KPMG

Rhea-AI Filing Summary

Conagra Brands, Inc. reported the results of its Annual Meeting of Shareholders held on September 17, 2025. Shareholders elected eleven directors to serve until the company’s 2025 Annual Meeting and until their successors are elected and qualified, with each nominee receiving a substantial number of votes in favor relative to votes against.

Shareholders did not approve, on a non-binding advisory basis, the company’s named executive officer compensation, with 321,898,549 votes for and 40,919,490 votes against, alongside 1,374,667 abstentions and 54,529,577 broker non-votes. Shareholders also voted to ratify the appointment of KPMG LLP as Conagra’s independent auditor for fiscal 2026, with 396,411,569 votes for, 21,145,769 votes against, and 1,164,945 abstentions.

Positive

• None.

Negative

• Advisory say-on-pay vote failed, as shareholders did not approve the company’s named executive officer compensation, indicating meaningful dissatisfaction with current pay practices.

Insights

Corporate governance analyst

Directors were elected and the auditor ratified, but shareholders rejected executive pay on an advisory basis.

The meeting results show that all eleven director nominees received strong support, indicating broad backing for the board’s overall composition. At the same time, shareholders ratified KPMG LLP as independent auditor for fiscal 2026 with a large majority, suggesting confidence in the company’s external audit arrangements.

The key outlier is the non-binding advisory vote on named executive officer compensation, which shareholders did not approve, with 40,919,490 votes against versus 321,898,549 for and 1,374,667 abstentions. This signals notable shareholder dissatisfaction with current pay practices, even though the vote does not directly change compensation. Future disclosures in company filings may describe any board or compensation committee response to this feedback.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): September 17, 2025

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-7275	47-0248710
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
222 W. Merchandise Mart Plaza,
Suite 1300
Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

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(312) 549-5000

(Registrant’s telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	​	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	​	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	​	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	​	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5.00 par value		CAG		New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07    Submission of Matters to a Vote of Security Holders.

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On September 17, 2025, the Company held its Annual Meeting of Shareholders. The final voting results for the matters brought before that meeting are set forth below:

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1.Election of Directors

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The Company’s shareholders voted to elect the following eleven (11) nominees to serve as directors of the Company until their term expires at the Company’s 2025 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:

​					​ ​
​		For	Against	Abstain	Broker Non-Votes
Anil Arora		356,257,205	6,356,244	1,579,257	54,529,577
Thomas “Tony” K. Brown		348,036,394	14,628,303	1,528,009	54,529,577
Emanuel “Manny” Chirico		360,494,500	2,878,589	819,617	54,529,577
Sean M. Connolly		358,969,654	4,437,489	785,563	54,529,577
George Dowdie		360,544,572	2,350,970	1,297,164	54,529,577
Francisco J. Fraga		361,169,036	2,204,821	818,849	54,529,577
Richard H. Lenny		334,786,237	28,637,556	768,913	54,529,577
Melissa Lora		352,960,403	10,494,256	738,047	54,529,577
Ruth Ann Marshall		339,764,276	22,916,591	1,511,839	54,529,577
Denise Paulonis		355,952,351	6,973,923	1,266,432	54,529,577
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2.Advisory Vote to Approve Named Executive Officer Compensation

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The Company’s shareholders did not approve, on a non-binding, advisory basis, the Company’s named executive officer compensation. The voting results were as follows:

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​	​		​		​	​ ​	​
For	​	Against	​	Abstain	​	Broker Non-Votes	​
321,898,549	​	40,919,490	​	1,374,667	​	54,529,577	​

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3.Ratification of the Appointment of KPMG LLP as the Company’s Independent Auditor for Fiscal 2026

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The Company’s shareholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal 2026. The voting results were as follows:

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​	​		​		​
For	​	Against	​	Abstain	​
396,411,569	​	21,145,769	​	1,164,945	​

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	CONAGRA BRANDS, INC.
​	​	​
​	By:	/s/ Carey Bartell
​	Name:	Carey Bartell
​	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Date: September 22, 2025

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FAQ

What did Conagra Brands (CAG) shareholders vote on at the September 17, 2025 meeting?

Shareholders of Conagra Brands, Inc. voted on three main items: the election of eleven directors, an advisory vote on named executive officer compensation, and the ratification of KPMG LLP as the independent auditor for fiscal 2026.

Were Conagra Brands (CAG) director nominees elected at the 2025 Annual Meeting?

Yes. Shareholders elected eleven directors to serve until the 2025 Annual Meeting of Shareholders and until their successors are elected and qualified. Each nominee, including Sean M. Connolly and others listed, received more votes "For" than "Against."

How did Conagra Brands (CAG) shareholders vote on executive compensation?

Shareholders did not approve, on a non-binding, advisory basis, Conagra Brands’ named executive officer compensation. The vote totals were 321,898,549 For, 40,919,490 Against, 1,374,667 Abstain, and 54,529,577 broker non-votes.

Was KPMG LLP ratified as Conagra Brands (CAG) auditor for fiscal 2026?

Yes. Shareholders ratified the appointment of KPMG LLP as Conagra Brands’ independent auditor for fiscal 2026, with 396,411,569 votes For, 21,145,769 Against, and 1,164,945 Abstain.

Is the Conagra Brands (CAG) executive pay vote binding on the company?

No. The shareholder vote on named executive officer compensation is described as non-binding and advisory. While it does not directly change pay arrangements, it provides clear feedback from shareholders on the company’s compensation practices.

What does the failed say-on-pay vote mean for Conagra Brands (CAG) governance?

The failure of the advisory vote on named executive officer compensation indicates shareholder dissatisfaction with current executive pay. The company and its board may consider this feedback in evaluating future compensation decisions, as the vote highlights a governance concern even though it is non-binding.