Conagra Brands Shareholders Back Board, Governance Proposal as Brase Maps Growth Plan

Key Points

• Shareholders approved all key proposals, including the election of 11 directors, executive compensation, KPMG as fiscal 2027 auditor, and limits on the board’s ability to issue blank-check preferred stock.
• New CEO John Brase outlined a growth plan centered on restoring margins, increasing brand and supply-chain investment, simplifying the portfolio, and reallocating capital. Conagra expects advertising spending to rise 14% year over year to about 3% of sales.
• Fiscal 2026 net sales fell 2.9% and adjusted EPS was $1.72, while net debt declined by nearly $1 billion. Brase defended the dividend reset as a way to improve financial flexibility and fund investments, with a longer-term strategy expected at an Investor Day in early 2027.

Conagra Brands NYSE: CAG shareholders elected all 11 director nominees, approved executive compensation, ratified KPMG LLP as the company’s independent auditor for fiscal 2027, and approved a shareholder proposal limiting the board’s authority to issue blank-check preferred stock at the company’s 2026 annual meeting.

The virtual meeting, held Sept. 23, had approximately 80% of Conagra’s voting stock represented either in person or by proxy, according to Executive Vice President, General Counsel and Corporate Secretary Carey Bartell. The certified final voting results are expected to be filed with the Securities and Exchange Commission on Form 8-K within four business days.

The shareholder proposal was submitted by The Accountability Board. Matthew Prescott, the organization’s president and chief operating officer, urged shareholders to support the measure, saying similar proposals had “passed resoundingly at other companies recently.”

Board Changes and Leadership Transition

Non-Executive Chairman Richard Lenny opened the meeting by welcoming John Brase to his first shareholder meeting as Conagra’s president and chief executive officer. Brase assumed the CEO position at the start of fiscal 2027.

Lenny said the board added John Mulligan and Pietro Satriano as independent directors during fiscal 2026. He also outlined committee leadership changes under the board’s succession plan: Melissa Lora became chair of the nominating and corporate governance committee, Denise Paulonis became chair of the audit and finance committee, and Mulligan succeeded Ruth Ann Marshall as chair of the human resources committee.

Lenny thanked Marshall for 10 years of leadership of the human resources committee and recognized Emanuel Chirico, who did not stand for reelection. He also credited former CEO Sean Connolly, who led Conagra for more than a decade and oversaw its transformation into a focused branded food company.

“The board’s fully committed to working with John Brase and his management team to drive long-term shareholder value,” Lenny said.

Fiscal 2026 Results

Brase said Conagra delivered fiscal 2026 results within its original guidance ranges amid what he described as a dynamic environment, while acknowledging that the company needs to take “bold action” to unlock its full potential.

• Reported net sales decreased 2.9%.
• Organic net sales decreased 0.4%.
• Reported operating margin was negative 14.4%, while adjusted operating margin was 11.3%.
• Reported diluted loss per share was $4, while adjusted earnings per share were $1.72.
• The company paid approximately $670 million in dividends.
• Net debt fell by nearly $1 billion compared with fiscal 2025.

Conagra plans to report its first-quarter fiscal 2027 results on Sept. 30.

Four Priorities for Profitable Growth

Brase outlined four interconnected priorities: restoring margins, increasing investment in brands and supply-chain capabilities, simplifying the business, and reallocating capital.

On margins, he said Conagra has sacrificed a “significant amount” of profitability over several years due to inflation and an emphasis on volume growth. The company aims to generate more than 4% productivity and will use targeted, inflation-justified pricing where needed, particularly in its frozen portfolio. Brase said those pricing steps could pressure volumes in the short term but are intended to support longer-term investment and category health.

For fiscal 2027, Conagra intends to raise advertising spending to approximately 3% of net sales, a 14% year-over-year increase. The additional investment will focus especially on frozen meals and meat snacks. The company also plans to increase capital investment in its supply chain to improve service, resilience and productivity.

Brase said “radical simplicity” will guide Conagra’s operations and portfolio decisions. The company will focus resources on brands and categories where it is best positioned and evaluate strategic alternatives for non-core businesses.

He also discussed Conagra’s July decision to reset its dividend, describing it as a move intended to accelerate progress toward the company’s leverage target, support business investments and improve financial flexibility. Brase said the company still intends to maintain a meaningful dividend that can grow with earnings over time.

Portfolio and Consumer Trends

During the shareholder question-and-answer session, Brase said Conagra regularly evaluates strategic alternatives and expects to continue pursuing acquisitions and divestitures over time, though he declined to comment on possible future transactions or a potential company split.

Brase said the company’s portfolio is positioned to serve consumers using GLP-1 treatments through portion-controlled offerings, Healthy Choice frozen meals, high-protein Duke’s and Slim Jim snacks, and fiber-forward products including DAVID Seeds, Orville Redenbacher’s and Angie’s BOOMCHICKAPOP popcorn.

He also said Conagra’s range of frozen-meal brands allows it to compete across varying consumer spending conditions, citing premium offerings such as Healthy Choice and Evol alongside value-oriented Banquet products.

Brase said Conagra is developing a longer-term strategic roadmap and plans to provide additional details at a publicly available Investor Day in early calendar 2027.

About Conagra Brands (NYSE:CAG)

Conagra Brands, Inc is a packaged food company that develops, manufactures and markets branded and private-label food products primarily in North America. Its portfolio spans frozen meals and sides, snacks, shelf-stable foods, condiments, refrigerated foods and cooking products, serving retail grocery, foodservice and other distribution channels.

Its well-known brands include Birds Eye, Healthy Choice, Banquet, Marie Callender's, Duncan Hines, Reddi-wip, Slim Jim, Vlasic, Hunt's and PAM.

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