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Lamb Weston (LW) files its 2025 Definitive Proxy (DEF 14A). Key matters for the 25 Sep 2025 annual meeting include: 1) election of 12 directors, 2) advisory vote on NEO pay, and 3) ratification of KPMG as FY-26 auditor.
Board overhaul: A 30 Jun 2025 Cooperation Agreement with activist investors JANA Partners and Continental Grain expanded the Board to 13 and installed six new independent directors—Brad Alford (now independent Chairman), Timothy McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius. Two incumbent directors resigned and the Board will shrink to 12 seats after the meeting. All committees were reconstituted and remain fully independent.
Leadership & compensation shifts: Mike Smith, promoted to President & CEO in Jan 2025, joins the Board. Beginning FY-26, annual incentives will add a free-cash-flow target and long-term incentives a ROIC metric; directors have elected to take their entire annual retainer in equity. Over 87 % of CEO pay is at-risk; no employment contracts or tax gross-ups are in place.
Shareholder considerations: The Board recommends voting “FOR” all items. Stockholders of record at 1 Aug 2025 are entitled to one vote per share. No filing fee was required.