Internet and telephone voting is available through 11:59 p.m. Eastern Time on Tuesday, September 24, 2013 for shares held in the ConAgra Foods Retirement Income Savings Plan and through 11:59 p.m. Eastern Time on Thursday, September 26, 2013 for all other shares.

If a broker, bank or other nominee holds your stock (“street(also known as “street name” ownership), it will send you a voting instruction form. FollowYou may vote by completing, signing, dating and returning the instructions on the form it provides to have your shares voted by proxy.form. If you wish to attend the meeting and vote in person, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or nominee.

See “Additional Information” at the end of this Proxy Statement for more voting information.

Voting Item #1 – Election of Directors

ConAgra Foods’ business is managed under the direction of our Board of Directors, which is currently comprised of 11 members. For the 2013 Annual Meeting, all 11 members have been re-nominated by the Board for election to hold office until the 2014 Annual Meeting and until their successors have been elected and qualified. Each nominee is a current member of the Board who was elected by stockholders at the 2012 Annual Meeting. In case any nominee becomes unavailable for election to the Board of Directors for any reason not presently known or contemplated, the proxy holders will have discretionary authority in that instance to vote the proxies for a substitute.

The Board’s Nominating, Governance and Public Affairs Committee recommended, and the Board determined, that each individual identified below be re-nominated for election. We refer to this Committee as the N/G/PA Committee throughout this Proxy Statement. A short biography, together with key experience, qualifications and skills considered by the N/G/PA Committee is noted for each nominee. The N/G/PA Committee also considered whether the slate of nominees, taken as a whole, has the skills and qualifications that the Board considers essential and desirable.

Name, Age, Occupation, Date First Elected		Business Experience, Other Directorships and Qualifications
STEVEN F. GOLDSTONE Age – 67		Mr. Goldstone has served as non-executive Chairman of the ConAgra Foods Board since October 1, 2005. He has been a manager of Silver Spring Group (private investment firm) since 2000. From 1999 until his retirement in 2000, Mr. Goldstone served as Chairman of Nabisco Group Holdings (food company). He also previously served as Chairman and Chief Executive Officer of RJR Nabisco, Inc. (consumer products company). He has served as a director of Greenhill & Co., Inc. (financial advisory services) since 2004. Mr. Goldstone also served as a director of Merck & Co., Inc. (pharmaceutical company) from 2006 until 2012 and American Standard Companies (former manufacturer of air conditioning systems and bath and kitchen products) from 2002 until 2008.
Manager, Silver Spring Group		Summary of experience, qualifications and skills considered in re-nominating Mr. Goldstone:
Director Since December 11, 2003		• Broad Leadership Experience: Strong leadership capabilities and insights from his broad range of management experiences, including prior service as Chairman and Chief Executive Officer
Independent		• CPG Experience:Understanding of strategic and marketplace challenges for consumer products companies from his tenure with RJR Nabisco and Nabisco Group Holdings
		• Corporate Governance and M&A Experience: Broad understanding of legal and governance issues facing public companies and deep transactional experience from his board service to other public companies, including as Chairman of the Board at other companies, and earlier career in law
JOIE A. GREGOR Age – 63		Ms. Gregor served as the Vice Chairman of Heidrick & Struggles International, Inc. (executive search firm) from 2002 until 2007. From 1993 until 2006, she served in a number of senior leadership roles with that firm, including President, North America, managing partner of the firm’s Global Board of Directors Practice and managing partner of the New York office. From 2007 to 2008, Ms. Gregor served as assistant to the President for Presidential Personnel under President George W. Bush. From time-to-time, Ms. Gregor provides strategic consulting services, including, since 2012, serving as an advisor to G100 Network (peer learning community of senior leaders of global companies). From 2009 to 2012, she served as a senior advisor to Notch Partners (human capital consulting services).
Retired Vice Chairman of Heidrick & Struggles		Summary of experience, qualifications and skills considered in re-nominating Ms. Gregor:
Director Since February 6, 2009 Independent		• Broad Leadership and Human Capital & People Leadership Experience: Strong leadership capabilities and human capital insights, including from her service to Heidrick & Struggles, and significant experience in the assessment and recruitment of corporate executives, public company directors, and senior officials across a wide range of industries and government
		• Public Policy and Corporate Governance Experience: Strong public policy and government experience from her service as assistant to the President for Presidential Personnel under President George W. Bush
		• Growth Creator:Proven ability to create new channels for services based on expertise in aligning leadership teams to drive operating results

Name, Age, Occupation, Date First Elected		Business Experience, Other Directorships and Qualifications
RAJIVE JOHRI Age – 63		Mr. Johri served as President and Director of First National Bank of Omaha (FNBO, a banking institution), from 2006 until his retirement in 2009. From September 2005 to June 2006, he served as President of First National Credit Cards Center for FNBO. Prior to that, he served as an Executive Vice President for J.P. Morgan Chase Bank (banking institution) from 1999 until 2004. Mr. Johri served as a director of Charter Communications, Inc. (cable and pay television services) from 2006 to 2009.
Retired President & Director, First National Bank of Omaha		Summary of experience, qualifications and skills considered in re-nominating Mr. Johri: • Broad Leadership Experience: Strong leadership capabilities and insights, including through his service as President of FNBO
Director Since January 1, 2009 Independent		• Financial Acumen and Risk & Compliance Oversight Experience:Significant expertise in finance, accounting and risk and compliance oversight from his service to banking organizations, including risk assessment and risk management experience
		• International Experience:Substantial international business and management experience from prior service to banking institutions with responsibility over various geographic regions
W.G. JURGENSEN Age – 62		Mr. Jurgensen served as Chief Executive Officer and a director of Nationwide Financial Insurance Services, Inc. (insurance company) from 2000 until his retirement in 2009. He also served as Chief Executive Officer and a director of several other companies within the Nationwide enterprise, which is comprised of Nationwide Financial, Nationwide Mutual, Nationwide Mutual Fire and all of their respective subsidiaries and affiliates. Mr. Jurgensen served as a director of The Scotts Miracle-Gro Company (agricultural chemicals company) from 2009 until 2013, and as a director of American International Group, Inc. (insurance company) since 2013.
Retired CEO & Director, Nationwide Financial Insurance Services, Inc. Director Since August 2, 2002 Independent		Summary of experience, qualifications and skills considered in re-nominating Mr. Jurgensen:
		• Broad Leadership Experience:Strong leadership capabilities and insights, including from his service as Chief Executive Officer of several Nationwide companies
		• Financial Acumen and Risk & Compliance Oversight Experience:Significant expertise in finance, accounting and risk and compliance oversight from his service to insurance companies, including risk assessment and risk management experience
		• Corporate Governance:Broad understanding of governance issues facing public companies from his board service to other public companies

Name, Age, Occupation, Date First Elected		Business Experience, Other Directorships and Qualifications
RICHARD H. LENNY Age – 61 Operating Partner, Friedman, Fleischer & Lowe Director Since March 17, 2009 Independent		Mr. Lenny has been an operating partner with Friedman, Fleischer & Lowe (private equity firm) since 2011. He served as Chairman, President and Chief Executive Officer of The Hershey Company (confectionery and snack products company) from 2001 through 2007. Prior to joining Hershey, Mr. Lenny was group vice president of Kraft Foods, Inc. (food company) and President, Nabisco Biscuit Company (food company), following Kraft’s acquisition of Nabisco in 2000. Mr. Lenny has served as a director of McDonald’s Corporation (retail eating establishments) since 2005 and Discover Financial Services (direct banking and payment services) since 2009. Mr. Lenny also served as a director of The Hershey Company from 2001 until 2007 and Sunoco, Inc. (petroleum refinery) from 2002 until 2006.
		Summary of experience, qualifications and skills considered in re-nominating Mr. Lenny:
		• Broad Leadership and CPG Experience:Strong leadership capabilities and insights, particularly with major consumer brands, from role as Chief Executive Officer for The Hershey Company and board member of consumer products companies
		• Growth Creator:Proven ability to create development based on knowledge of strategy and business development, finance, marketing and consumer insights, supply chain management, sustainability and other social responsibility matters pertinent to a global consumer products food company
		• Corporate Governance:Broad understanding of governance issues facing public companies from his board service to other public companies
RUTH ANN MARSHALL Age – 59		Ms. Marshall was President of the Americas, MasterCard International (payments industry) from October 1999 until her retirement in June 2006. She has been a director of Global Payments Inc. (currency validation systems manufacturer) since 2006 and Regions Financial Corp. (banking industry) since 2011. Ms. Marshall also served as a director of American Standard Companies (former manufacturer of air conditioning systems and bath and kitchen products) from 2003 until 2008.
Retired President of the Americas, MasterCard International Director Since May 23, 2007 Independent		Summary of experience, qualifications and skills considered in re-nominating Ms. Marshall:
		• Broad Leadership Experience:Strong leadership capabilities and insights from her service to MasterCard International, a large consumer brand company, including marketing, account management and customer service
		• International Experience and Growth Creator:Significant domestic and international experience in growing the MasterCard business and experience in product development
		• Corporate Governance:Broad understanding of governance issues facing public companies from her board service to other public companies

Name, Age, Occupation, Date First Elected		Business Experience, Other Directorships and Qualifications
GARY M. RODKIN Age – 61		Mr. Rodkin has been our Chief Executive Officer and a member of our Board since October 1, 2005. Previously, he was Chairman and Chief Executive Officer of PepsiCo Beverages and Foods North America (food and beverage company) from February 2003 to June 2005. He also served as President and Chief Executive Officer of PepsiCo Beverages and Foods North America in 2002, and President and Chief Executive Officer of Pepsi-Cola North America from 1999 to 2002. Mr. Rodkin has served as a director of Avon Products, Inc. (beauty and related products company) since 2007, and is also Chair of the Board of Boys Town (charitable organization) and Chair of the Omaha Chamber of Commerce’s Prosper Omaha economic development campaign. He is past Chairman of the Grocery Manufacturers of America (trade association).
CEO & President, C onAgra Foods, Inc.		Summary of experience, qualifications and skills considered in re-nominating Mr. Rodkin:
Director Since October 1, 2005		• Broad Leadership Experience:As our Chief Executive Officer, Mr. Rodkin has a deep understanding and commitment to our success, and thoroughly understands and impacts our day-to-day operations, financial success, strategies and growth opportunities, and the development of our leaders
		• CPG Experience and Growth Creator:Strong leadership capabilities and insights from service to other food companies with an extensive career focused on and committed to building leading consumer brands in the food industry
		• Corporate Governance:Broad understanding of governance issues facing public companies from his board service to another public company
ANDREW J. SCHINDLER Age – 69 Retired Chairman & CEO, R.J. Reynolds Tobacco Holdings, Inc.		Mr. Schindler served as Chairman of Reynolds American, Inc. (tobacco products company) from July 2004 until his retirement in December 2005 and as Chairman and Chief Executive Officer of R. J. Reynolds Tobacco Holdings, Inc. (tobacco products company) from 1999 to 2004. Mr. Schindler achieved the rank of captain in the U.S. Army, where he held command and staff positions in the United States and in Vietnam. Since 2006, he has served as a director of Krispy Kreme Doughnuts Inc. (retail food establishments) and Hanesbrands, Inc. (consumer products company). Mr. Schindler also served as a director of Arvin Meritor, Inc. (motor vehicle parts company) from 2004 until 2008, Reynolds American Inc. from 2004 until 2005 and Pike Electric Corporation (energy solutions company) from 2006 until 2007.
		Summary of experience, qualifications and skills considered in re-nominating Mr. Schindler:
Director Since May 23, 2007		• Broad Leadership Experience:Extensive management and leadership experience through his service to R. J. Reynolds and military roles, including as a Captain in the U.S. Army
Independent		• CPG Experience and People Leadership Experience:Strong people leadership, risk-management, consumer brands marketing, operations, strategic change, and personnel development experience and skills developed through his career and military service
		• Corporate Governance:Broad understanding of governance issues facing public companies from his Board service to other public companies

Name, Age, Occupation, Date First Elected		Business Experience, Other Directorships and Qualifications
KENNETH E. STINSON Age – 70		Mr. Stinson is Chairman Emeritus of the Board of Peter Kiewit Sons’, Inc. (construction and mining company) and served as Chairman from 1998 to 2012. He served as Chief Executive Officer of Peter Kiewit Sons’, Inc. from 1998 until 2004. Mr. Stinson has served as a director of Valmont Industries, Inc. since 1996, and a director of McCarthy Group, L.L.C. (private equity firm) since 2008. He was a director of Kiewit Investment Fund LLP from 2004 until 2012.
Chairman Emeritus, Peter Kiewit Sons’, Inc.		Summary of experience, qualifications and skills considered in re-nominating Mr. Stinson:
Director Since December 12, 1996 Independent		• Broad Leadership Experience:Extensive management and leadership experience through service as Chairman and Chief Executive Officer to Peter Kiewit Sons’, Inc.
		• Growth Creator and International Experience:International experience and growth creation from extensive management responsibilities over U.S. and global infrastructure business
		• Corporate Governance:Broad understanding of governance issues facing public companies from his board service to other public companies

The Board of Directors recommends a vote “FOR” each of the listed nominees.

Corporate Governance

The Board of Directors is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes to ensure they support informed, competent and independent oversight on behalf of our stockholders. Our Corporate Governance Principles provide a summary of these practices, and are available on our website athttp://investor.conagrafoods.comthrough the “Corporate Governance” link. For your convenience, we have detailed here a variety of practices that may be of interest.

Annual Elections for Directors

To promote greater accountability to stockholders, all of our directors stand for election annually.

Majority Voting in Director Elections

To be elected in an uncontested election, a director nominee must receive the affirmative vote of a majority of the votes cast in the election. If an incumbent nominee is not elected, he or she is required to promptly tender a resignation to the Board of Directors. The Board will act on the tendered resignation and publicly disclose its decision within 90 days after certification of the election results.

Board Leadership Structure

Our Board of Directors believes that independent Board leadership is a critical component of our governance structure. Our Corporate Governance Principles require us to have either an independent Chairman of the Board or a lead independent director if the positions of Chairman and CEO are held by the same person. Since 2005, our Chairman and CEO roles have been separate. With separate Chairman and CEO roles, our CEO can focus his time and energy on setting the strategic direction for the company, overseeing daily operations, engaging with external constituents, developing our leaders and promoting employee engagement at all levels of the organization. Meanwhile, our independent Chairman leads the Board in the performance of its duties by establishing agendas and

ensuring appropriate meeting content, engaging with the CEO and senior leadership team between Board meetings on business developments, and providing overall guidance to our CEO as to the Board’s views and perspectives, particularly on the strategic direction of the company.

Director Independence

The Board has determined that ten of our 11 Board members – directors Bay, Butler, Goldstone, Gregor, Johri, Jurgensen, Lenny, Marshall, Schindler and Stinson – have no material relationship with ConAgra Foods and are independent within the meaning of our independence standards.

In making its independence determinations, the Board applied the listing standards of the New York Stock Exchange, or NYSE, and the categorical independence standards contained in our Corporate Governance Principles. The Board considers even immaterial relationships in its decision-making process to ensure a complete view of each director’s independence. This year, the Board considered that Mr. Bay is the Chief Executive Officer of Valmont Industries, Inc. One of our subsidiaries was a customer for immaterial levels of environmental engineering services during fiscal 2013 from an affiliate of Valmont Industries, Inc. on an arms-length basis and in the ordinary course of business. Another subsidiary purchased irrigation equipment during fiscal 2013 from an affiliate of Valmont Industries, Inc. on an arms-length basis and in the ordinary course of business. The Board also reviewed our commercial relationships with companies on whose board’s our Board members served during fiscal 2013 (i.e., American International Group, Inc., Ford Motor Company, McDonald’s Corporation and Valmont Industries, Inc.). The relationships with these companies involved ConAgra Foods’ 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.

Applying the NYSE listing standards and our Corporate Governance Principles, the Board determined that there are no transactions, relationships or arrangements that would impair the independence or judgment of any of our non-employee directors.

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

Similarly, the SEC and NYSE have adopted rules relating to the independence of members of the Human Resources Committee, or HR Committee. These rules require consideration of the source of HR Committee member compensation, including any consulting, advisory or other compensatory fees paid to the HR Committee member, and HR Committee member affiliation with us, any of our subsidiaries or any affiliates of our subsidiaries. Each member of the HR Committee satisfies these additional independence requirements.

Board’s Role in Risk Oversight

Our senior leadership is responsible for identifying, assessing and managing our exposure to risk. A component of this work is performed through a management Risk Oversight Committee, chaired by our Senior Vice President and Treasurer. Our Board of Directors and its committees play an active role in overseeing management’s activities and ensuring management’s plans are balanced from a risk / reward perspective. The Board and its committees perform this oversight through the following mechanisms:

management’s Risk Oversight Committee, based on recommendations from the Audit / Finance Committee, and receives an annual report on enterprise risk management from our Senior Vice President and Treasurer.

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

Independent Director Meetings

The Board of Directors meets on a regularly scheduled basis and holds an executive session without management present at every regularly scheduled meeting. The Board holds five regularly scheduled meetings per year. The Chairman of the Board presides at all Board meetings, including executive sessions.

Attendance

During fiscal 2013, the Board met twelve times (five regular meetings and seven special meetings) and acted by unanimous written consent once. All members attended at least 75% of the total number of Board and meetings of committees on which he or she served in fiscal 2013. Our Board members are encouraged to attend the annual stockholders’ meeting. All nominees who were serving at the time of the 2012 Annual Meeting of Stockholders attended that meeting.

Stock Ownership Guidelines for Directors and Senior Leadership

Directors and senior leaders across the company are subject to stock ownership guidelines. All non-employee directors are expected to acquire and hold shares of ConAgra Foods common stock during their tenure with a value of at least $425,000. Directors are expected to acquire these shares within five years following their first election to the Board or September 25, 2014, whichever is later. Each senior leader across the company is subject to stock ownership guidelines equal to a multiple of the leader’s salary. Our Chief Executive Officer, Gary Rodkin, has a stock ownership requirement of six times his salary, and our other named executive officers have stock ownership requirements of at least three times their salaries. See pages 55 and 31 for a summary of the current stockholdings of our directors and named executive officers, respectively, compared to their ownership requirements.

Anti-Hedging Policy

Our directors and executive officers, including our named executive officers, are prohibited from hedging their ownership of ConAgra Foods stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to ConAgra Foods stock or debt.

Clawback Policy

We have a Clawback Policy that requires excess amounts paid to any of our senior officers under our incentive compensation programs to be recovered in the event of a material restatement of our financial statements for fiscal 2013 or later fiscal years, resulting from the fraudulent, dishonest or reckless actions of the senior officer.

No “Poison Pill” Rights Plan

We have not had a “poison pill” stockholder rights plan since 2004, when it was terminated by our Board of Directors.

Commitment to Investing in Our People, Sustainable Business Practices and Corporate Citizenship

We believe that we have an obligation to invest in our employees, be a good steward of the environment, give back to the communities we serve and drive economic gain for stakeholders. In fact, investing in our people and corporate citizenship are two of the five objectives in the strategic road map we announced in fiscal 2012, which we call our Recipe for Growth (described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement). We have established clear corporate citizenship goals, and favor transparency with stakeholders on our corporate responsibility progress. A few examples of our many corporate responsibility and people achievements in recent years include the following:

We are proud of our focus on our people and on corporate citizenship, and we routinely discuss these matters with the Board’s N/G/PA Committee. We also publish an annual Citizenship Report. A copy of our 2012 Citizenship

Report is available on our website atwww.conagrafoodscitizenship.com. Our 2013 Citizenship Report is expected to be available by September 30, 2013.

Political Contributions and Lobbying Expenditure Oversight and Disclosure

The N/G/PA Committee receives reports on the modest political activities of the company. Our political expenditures are limited and we focus on matters that we believe will create or preserve stockholder value. We also plan to publicly disclose a summary of our political activity on our website by September 30, 2013.

Corporate Governance Materials Available on Our Website

To learn more about our governance practices, you can review any of the following listed documents athttp://investor.conagrafoods.com through the “Corporate Governance” link:

From time to time these documents are updated, and we promptly post amended documents to our website. The documents are also available in print to any stockholder who requests them from the Corporate Secretary. The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.

Interested parties may communicate with our Board of Directors, our non-management directors as a group or the Chairman by writing to: ConAgra Foods Board of Directors c/o Corporate Secretary, ConAgra Foods, Inc., Box 2000, One ConAgra Drive, Omaha, Nebraska 68102. Communications are compiled by the Corporate Secretary and forwarded to the addressee(s) on at least a bi-weekly basis. The Corporate Secretary routinely filters communications that are solicitations, consumer complaints, unrelated to ConAgra Foods or ConAgra Foods’ business or determined to pose a possible security risk to the addressee.

Board Committees

Our Board of Directors has established various committees to assist in its responsibilities. Currently, our Board of Directors has four standing committees: the Audit / Finance Committee, the Executive Committee, the HR Committee and the N/G/PA Committee. All members of the Audit / Finance Committee, HR Committee and N/G/PA Committee are independent under the applicable rules of the SEC, NYSE and our independence standards.

The Executive Committee generally has the authority to act on behalf of the Board of Directors between meetings. Its membership consists of Directors Butler, Goldstone, Rodkin and Stinson. Mr. Goldstone chairs the Executive Committee. The Executive Committee met one time during fiscal 2013.

Audit / Finance Committee

The Audit / Finance Committee has the following responsibilities:

Audit Committee Financial Expert. The Board has determined that all members of the Audit / Finance Committee are qualified as audit committee financial experts within the meaning of SEC regulations.

Related-Party Transactions. The Audit / Finance Committee has adopted a written policy regarding the review, approval and ratification of related-party transactions. Under the policy, all related-party transactions must be pre-approved by the Audit / Finance Committee unless circumstances make pre-approval impracticable. In the latter case, management is allowed to enter into the transaction, but the transaction remains subject to ratification by the Audit / Finance Committee at its next regular, in-person meeting. In determining whether to approve or ratify a related-party transaction, the Audit / Finance Committee will take into account, among other factors it deems appropriate, whether the transaction is fair and reasonable to the company and the extent of the related-party’s interest in the transaction. No director is permitted to participate in any approval of a related-party transaction for which he or she is involved. On at least an annual basis, the Audit / Finance Committee reviews and assesses ongoing related-party transactions to determine whether the relationships remain appropriate. All related-party transactions are disclosed to the full Board of Directors.

Human Resources Committee

The HR Committee has the following responsibilities:

The HR Committee has retained authority over the consideration and determination of executive and director compensation, subject only to the further involvement of the other independent directors with respect to the approval of the overall compensation for non-employee directors and of the compensation of the CEO. Additional information on the HR Committee’s processes for determining executive compensation and the role of the HR Committee’s compensation consultant can be found in the Compensation Discussion and Analysis section of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation.During fiscal 2013, none of the current or former executive officers of ConAgra Foods or any of its current employees served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on the HR Committee or the Board of ConAgra Foods.

Nominating, Governance and Public Affairs Committee

The N/G/PA Committee has the following responsibilities:

Director Nomination Process. The N/G/PA Committee considers Board candidates suggested by Board members, management and stockholders. The N/G/PA Committee may also retain a third-party search firm to identify candidates. A stockholder who wishes to recommend a prospective nominee for Board membership should notify our Corporate Secretary in writing at least 120 days before the annual stockholders’ meeting and include whatever supporting material the stockholder considers appropriate. The N/G/PA Committee will also consider nominations by a stockholder according to the provisions of our bylaws relating to stockholder nominations as described under “Additional Information – Stockholder Proposals to be Included in our 2014 Proxy Statement” and “Additional Information – Other Stockholder Proposals to be Presented at our 2014 Annual Meeting” at the end of this Proxy Statement.

The N/G/PA Committee makes an initial determination as to whether to conduct a full evaluation of a candidate once he or she has come to its attention. This initial determination is based on whether additional Board members are necessary or desirable. It is also based on whether, based on the information provided or otherwise available to the N/G/PA Committee, the prospective nominee is likely to satisfy the evaluation factors described below. If the N/G/PA Committee determines that additional consideration is warranted, it may request a third-party search firm or other third party to gather additional information about the prospective nominee. The N/G/PA Committee may also elect to interview a candidate. The evaluation process for nominees recommended by stockholders does not differ.

The N/G/PA Committee evaluates each prospective nominee against the standards and qualifications set out in our Corporate Governance Principles, including, but not limited to: (1) background, including demonstrated high standards of ethics and integrity, the ability to have sufficient time to effectively carry out the duties of a director, and the ability to represent all stockholders and not a particular interest group; (2) Board skill needs, taking into account the experience of current Board members, the candidate’s ability to work toward business goals with other Board members, and the candidate’s qualifications as independent and ability to serve on various committees of the Board; (3) diversity, including the extent to which the candidate reflects the composition of our constituencies; and (4) business experience, which should reflect a broad experience at the policy-making level in business, government or education. Additionally, while we do not have a formal policy on Board diversity, as part of this evaluation and to further our commitment to diversity, the N/G/PA Committee assesses whether our Board, collectively, represents diverse views, backgrounds, and experiences that will enhance the Board’s and our effectiveness. The N/G/PA Committee seeks directors who have qualities to achieve the ultimate goal of a well-rounded, diverse Board as a whole.

After completing its evaluation process, the N/G/PA Committee makes a recommendation to the full Board as to who should be nominated, and the Board determines the nominees after considering the N/G/PA Committee’s recommendations.

Executive Compensation

The focus of the ConAgra Foods executive compensation program is to encourage and reward behavior that promotes attainment of our annual and long-term business goals. The business goals are set by management, under the oversight of the Board of Directors, and are designed to promote sustainable growth in stockholder value. As stockholders themselves, our senior leaders are keenly focused on achieving these goals.

The Human Resources Committee of our Board of Directors, which we refer to as the Committee throughout this Executive Compensation section, designs the executive compensation program components, targets and payouts to reflect strong alignment between pay and performance. This Executive Compensation section describes our program for fiscal 2013 (which began May 28, 2012 and ended May 26, 2013) and the Committee’s actions, with particular focus on:

Compensation Discussion and Analysis

Fiscal 2013 was a transformational and successful year for ConAgra Foods. We delivered against our financial goals and made bold moves in support of our long-term strategy, which we call our Recipe for Growth. In addition to already being one of the largest food companies in North America, we became the largest private brand food company in North America during fiscal 2013, following completion of our acquisition of Ralcorp Holdings, Inc., or Ralcorp. We also announced plans to contribute our milling business – ConAgra Mills – to a new joint venture to create a premier flour milling company. In our base business, we grew segment profits, led by Commercial Foods, while investing significantly in our brands. We also continued to return value to stockholders directly, raising our dividend to an annualized rate of $1.00 per share.

The Committee was guided by these results in determining the compensation of our senior leaders, and the following executive summary discusses this in more detail.

Fiscal 2013 Executive Summary

We began fiscal 2013 confident in our ability to deliver growth, but aware of the ongoing challenges created by the difficult consumer environment. Management committed to make investments for the long-term health of our business and deliver the following financial results for stockholders:

We expected to achieve these results in a manner consistent with our Recipe for Growth, which focuses on three marketplace growth areas and two enablers of success:

The Committee took our performance goals and strategic focus areas into account in setting fiscal 2013 incentive compensation opportunities for our named executive officers and approved the following programs and performance measures:

Fiscal 2013 results were strong. Management is proud of the transformational results it delivered for stockholders in fiscal 2013. Key achievements include the following:

•

Growing our Private Brand Business: We became the largest private brand food company in North America during fiscal 2013, by successfully completing the $5.07 billion acquisition of Ralcorp (plus assumed liabilities) on January 29, 2013, positioning us as the clear leader in private branded packaged foods. Management began the complex and critical process of integrating the Ralcorp business in the second half of the fiscal year.

Management is also proud of its ability to achieve these results with a continued focus on people and citizenship.

Stockholders were rewarded for this performance during fiscal 2013, with significant stock price appreciation from our closing market price at the start of the fiscal year.

From a three-year perspective, we had varied business performance in the fiscal 2011 through 2013 period. As we have discussed in prior years’ CD&As, a weak consumer environment and rapid escalation of input cost inflation were challenges of both fiscal years 2011 and 2012, and dampened profit growth during that time. We reacted to this difficult external environment with a focus on value, disciplined pricing and aggressive productivity. These efforts yielded results in fiscal 2013 as we leveraged our investments for growth.

The performance results discussed here drove the payout determinations under our fiscal 2013 management incentive plan and the fiscal 2011 to 2013 cycle of our performance share plan. From a short-term incentive perspective, the Committee considered that certain items, like the Ralcorp acquisition and other acquisitions that occurred after the start of the fiscal year, were not incorporated into our annual operating plan for the fiscal year and should thus be disregarded in determining whether metrics for the fiscal 2013 management incentive plan were satisfied. However, because the three-year goals in the fiscal 2011 to 2013 cycle of the performance share plan were intended to align with our strategic plan, which contemplated both organic growth and growth from acquisitions, the

Committee determined it was appropriate to include the benefit from the Ralcorp financial results in determining whether the metrics for the fiscal 2011 to 2013 cycle were met. The results also impacted the Committee’s decisions regarding base salaries for our senior officers for fiscal 2014. In remaining committed to our pay for performance philosophy, the Committee took the following actions in July 2013:

The Committee believes that these actions appropriately reflect its commitment to rewarding executives based on actual performance results and aligning management’s interests with those of our stockholders.

Objectives of Our Compensation Program

Our executive compensation program is designed to encourage and reward behavior that promotes attainment of annual and long-term goals and sustainable growth in stockholder value. The Committee believes that the program must accomplish five objectives:

The Committee’s design of the compensation program with multiple objectives in mind helps mitigate the risk that employees will take unnecessary and excessive risks that threaten the long-term health and viability of the company. Late in fiscal 2013, with the assistance of Finance, Human Resources and Legal department personnel, and Frederic W. Cook & Co., Inc., the Committee’s independent compensation consultant, the Committee undertook a risk review of our compensation programs for all employees. The analysis focused primarily on legacy ConAgra Foods programs since plans and practices of the recently acquired Ralcorp business were in the process of being terminated or modified. Based on the review, we believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the long-term. For example, our programs:

We believe our compensation policies and practices are balanced, aligned with creating shareholder value, and do not create risks that are reasonably likely to have a material adverse effect on the company.

Design and Approval of Our Fiscal 2013 Program

The Committee considered a variety of factors when approving the executive compensation program and setting pay for fiscal 2013, including the following:

Each of the factors listed above is important to the Committee. Although the Committee uses internal and external pay comparison data as a market check on its compensation decisions, the Committee recognizes that over-reliance on external comparisons can be of concern, and the Committee is mindful of the value and limitations of benchmarking data. The Committee’s first step in using external data for fiscal 2013 was thus the identification of an appropriate peer group. Shortly before the start of fiscal 2013, Frederic W. Cook & Co., Inc. prepared a list of potential peer companies (with an emphasis on food and beverage companies) based on the following criteria:

At the Committee’s direction, the consultant recommended companies with annual revenues between one-third to three times our own. If a larger or smaller company was a direct competitor for business or executive talent, and similar in business nature, the consultant was permitted to include it. To further enhance the comparability of the companies included in the peer group, the consultant used regression analysis as needed to adjust the compensation data on a comparable basis to the size of the peer group in the aggregate. The Committee also asked the consultant to ensure that the peer group would be large enough to withstand unanticipated changes in our, or an included company’s, structure or compensation programs. Ultimately, the Committee approved the following peer group for fiscal 2013:

This same group was used in fiscal years 2010 through 2012. At the time of approval, the median revenue of the peer group listed above was similar to ours; all of the companies fell within a range of approximately one-quarter to three and one-half times our annual revenue, with the exception of PepsiCo, Coca-Cola and Kraft (at the time). Despite PepsiCo, Coca-Cola and Kraft (at the time) having revenues larger than three times ours, the Committee determined to keep these companies in the peer group due to their status as a direct competitor for business and executive talent.

The Committee used data from this peer group, together with general industry data, as a market check on its fiscal 2013 compensation decisions. However, this was just one of many factors, listed in the bullet points above, that played a role in compensation decisions.

Given this actual practice, the Committee recently reviewed its position on directional market positioning for our named executive officers’ salaries, annual incentive opportunities, long-term incentive opportunities, and total direct compensation levels and determined to no longer maintain specific target ranges for these compensation elements. The Committee will continue to use peer data mindfully, as one of many tools for assessing the market competitiveness and appropriateness of executive pay opportunities.

With significant changes in our company and the broader packaged food industry over the past 18 months, changes to the peer group for fiscal 2014 were approved. These changes include elimination of Sara Lee Corporation, McCormick & Company and Molson Coors and adding Altria Group, Dr. Pepper Snapple, Mondelez and Tyson Foods. Subsequent to the approval of the peer group, H. J. Heinz Company was acquired and is no longer a public company.

Management’s Role in the Design and Approval of our Programs. Mr. Rodkin, our CEO, played an important role in two key areas of the design and approval of fiscal 2013 executive compensation.

2.

Assessing Individual Performance.With respect to individual performance, which also informed fiscal 2013 compensation decisions, the Committee relied on regular performance evaluations of the senior leadership team and focused on the outcome of strategic projects and initiatives, whether organizational goals were met, and the leadership behaviors exhibited. The full Board participated in a formal evaluation of Mr. Rodkin’s performance for fiscal 2013. As a part of this process, Mr. Rodkin provided the Board with a self-assessment. For the other named executive officers, none of whom reports directly to the Board, Mr. Rodkin shared his assessment of their individual performance with the Committee. As part of this assessment, Mr. Rodkin provided his view on the level of salary and incentive compensation that the Committee should consider awarding to the individuals. Neither Mr. Rodkin nor any other named executive officer played a direct role in his or her own compensation determination for fiscal 2013.

Key Elements of our Fiscal 2013 Executive Compensation Program

The fiscal 2013 pay packages for our named executive officers consisted of the following primary components:

The Committee believes that using a mix of compensation types (salary, cash incentives, and equity) and performance periods (one-year and three-year periods) promotes behavior consistent with our long-term strategic plan and minimizes the likelihood of executives having significant motivation to pursue risky and unsustainable results.

By design, targeted incentive compensation for the named executive officers for fiscal 2013 was a significant percentage — more than 76% — of total compensation. The Committee’s general policy is to provide the greatest percentage of the incentive opportunity in the form of long-term compensation payable in shares of our common stock. The Committee believes the emphasis on stock-based compensation is the best method of aligning management interests with those of our stockholders.

Named Executive Officer Considerations. The Committee, and in the case of our Chief Executive Officer, the independent directors, specifically considered the following when setting compensation opportunities and determining final payouts for each of our named executive officers for fiscal 2013:

Mr. Gary M. Rodkin. Mr. Rodkin has been our Chief Executive Officer and a member of our Board of Directors since 2005. The Committee believes that within the company, Mr. Rodkin should have the highest ratio of incentive pay to salary and largest aggregate compensation opportunity. For fiscal 2013, consistent with this belief, the independent directors set Mr. Rodkin’s salary, annual incentive opportunity under the Management Incentive Plan, or MIP, and long-term incentive opportunities (comprised of performance shares and stock options) at a level higher than the comparable opportunities for the other named executive officers. The Committee also took into account Mr. Rodkin’s leadership, particularly in connection with developing and successfully executing the strategy to enhance our private brands presence and acquire Ralcorp, value to the company and accountability for the performance of the entire organization, and external market data.

Mr. John F. Gehring. Mr. Gehring has served as our Executive Vice President and Chief Financial Officer since 2009. Since he joined ConAgra Foods in 2002, Mr. Gehring has held roles with increasing responsibilities within our Finance organization, including responsibilities over key areas such as Accounting, Treasury, Risk, Investor Relations, Information Technology, Enterprise Business Services and Aviation. The Committee considered the significant growth in his role, the broad scope of his responsibilities, his tenure and performance against individual objectives, his key role and substantial contributions in completing the Ralcorp acquisition, internal equity, and external market data in setting his compensation opportunities and determining actual incentive payouts for fiscal 2013.

Ms. Colleen R. Batcheler: Ms. Batcheler has served as our Executive Vice President, General Counsel and Corporate Secretary since September 2009. Since she joined ConAgra Foods in June 2006 as Vice President, Chief Securities Counsel and Assistant Corporate Secretary, she quickly progressed through leadership roles within the Legal organization, being named Corporate Secretary in September 2006 and Senior Vice President, General Counsel and Corporate Secretary in February 2008. During fiscal 2010, she assumed responsibility for the company’s Government Affairs function. When setting Ms. Batcheler’s compensation opportunities and determining actual incentive payouts for fiscal 2013, the Committee considered Ms. Batcheler’s continued demonstrated growth in her role, leadership as an advisor and significant contributor to the Ralcorp acquisition, her achievement in controlling administrative cost, and demonstrated results as a trusted advisor to the senior leadership team and the organization in all aspects of the organization’s legal matters.

Mr. Brian L. Keck. Mr. Keck has served as our Executive Vice President and Chief Administrative Officer since 2010, when he joined the company. During fiscal 2013, he had responsibility for our Human Resources, Communication & External Relations, Facilities and Real Estate functions. In connection with the Ralcorp acquisition, which Mr. Keck contributed to completing, Mr. Keck also assumed responsibility for leading a dedicated, cross-functional integration team. The Committee considered Mr. Keck’s contributions to the Ralcorp transaction, extensive responsibilities, performance against individual objectives, market data and internal pay equity in setting his compensation opportunities and determining actual incentive payouts for fiscal 2013.

Mr. Paul T. Maass. Mr. Maass was the President of our Commercial Foods business until May 2013 and interim president of its Lamb Weston operation from 2010 until January 2013. In February 2013, Mr. Maass hired a new president of Lamb Weston, reporting to him. Following the end of fiscal 2013, Mr. Maass added significantly to his existing responsibilities, taking over management of the company’s private brands and foodservice businesses. His title was changed to President, Private Brands and Foodservice in June 2013. Since he joined ConAgra Foods in 1988 as a commodity merchandiser, he quickly progressed through leadership roles within our Commercial Foods businesses and assumed roles of increasing importance to the company. The Committee considered Mr. Maass’ significantly increased responsibilities, tenure and growth in a senior leadership role, business unit performance, internal equity, and external market data in setting his compensation opportunities and determining actual incentive payouts for fiscal 2013.

Mr. Andre J. Hawaux. Mr. Hawaux, who voluntarily resigned from the company shortly after the end of fiscal 2013, received the second highest overall compensation opportunity for fiscal 2013. At the start of fiscal 2013, Mr. Hawaux

was serving as President of our Consumer Foods business, a position he held since 2009. From 2006 to 2009, Mr. Hawaux was our Executive Vice President, Chief Financial Officer. In setting Mr. Hawaux’s compensation opportunities for fiscal 2013, the Committee considered the significant responsibilities held by Mr. Hawaux, including the size of the business he led, as well as his tenure, fiscal 2012 business performance, internal equity, and external market data. Mr. Hawaux received a salary increase for fiscal 2013, as a result of the Committee’s consideration of the size and strategic importance of the Consumer Foods business and his performance in the face of challenging business conditions during 2012. Mr. Hawaux ceased to be an executive officer of the company on May 2, 2013. Mr. Hawaux’s fiscal 2013 MIP payout was made in accordance with plan terms and paid at a level equal to the funded amount. Mr. Hawaux forfeited any payout under the fiscal 2011 to 2013 cycle of the performance share plan.

Below is a more detailed analysis of each element of the fiscal 2013 compensation program for our named executive officers, as well as actual fiscal 2013 payouts under the programs.

Salaries. We pay salaries to our named executive officers to provide them with a base level of fixed income for services rendered. On average, 24% of each named executive officer’s total compensation opportunity for fiscal 2013 was provided in the form of base salary. During July 2012, the Committee increased fiscal 2013 base salaries of several named executive officers as follows: Mr. Rodkin to $1,100,000 per year; Mr. Gehring to $525,000 per year; Ms. Batcheler to $460,000 per year; and Mr. Maass to $525,000 per year. In connection with increasing Mr. Maass’ scope of responsibility to include leading the company’s private brands and foodservice businesses in May 2013, the Committee increased Mr. Maass’ salary to $600,000. These increases were made after the Committee considered the factors further described above in “Named Executive Officer Considerations”.

Incentive Programs. Consistent with its overall compensation objectives, the Committee aligned management compensation with company performance through a mix of annual and long-term incentive opportunities for fiscal 2013. Opportunities under these programs combined to represent an average 76% of the named executive officers’ compensation opportunity. Financial targets disclosed in this section are done so in the limited context of these incentive plans and they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Annual Incentive Plan. The fiscal 2013 MIP provided a cash incentive opportunity to approximately 2,150 employees. As described below under the heading “Tax and Accounting Implications of the Committee’s Compensation Decisions,” the Committee implemented a framework for the fiscal 2013 MIP that was intended to allow annual incentive awards to be tax deductible under Section 162(m) of the Internal Revenue Code through the use of an overarching diluted EPS goal. The Committee established fiscal 2013 MIP performance metrics that closely align with the company’s growth goals. Actual fiscal 2013 MIP payments were based on:

Below is a discussion of how each of these considerations was applied to the fiscal 2013 awards earned by the named executive officers.

First Consideration: Were Pre-Established Performance Goals Met? At the start of fiscal 2013, the Committee approved a change to the design of the fiscal 2013 MIP from prior year MIP programs to provide for performance metrics that more closely aligned with the company’s growth goals. The Committee approved net income and net sales goals under the fiscal 2013 MIP, and developed corresponding threshold, target and maximum incentive opportunities. The named executive officers were eligible to earn a payout equal to:

No portion of the incentive was guaranteed. Higher levels of financial performance were designed to result in payouts of up to 200% of targeted amounts.

The goals for the fiscal 2013 MIP applicable to the named executive officers were:

The following table shows the ranges of authorized payments (expressed as a percentage of salary) for the named executive officers for the target and maximum net income and net sales goals approved for the fiscal 2013 MIP. If threshold net income and threshold net sales were not met, no payments would be made under the fiscal 2013 MIP.

To incent management to make decisions that have positive long-term impacts, even at the expense of shorter term results, and to prevent one-time gains and losses from having too great of an impact on plan payouts, the Committee retained discretion to exclude items impacting comparability from company-wide results and adjust the performance metrics for specific items that occurred during the fiscal year. For fiscal 2013, the Committee approved adjustments to eliminate the impacts during the year of several items, including items that were not contemplated in our fiscal 2013 annual operating plan. The most notable adjustment was the removal of financial results of Ralcorp and other acquisitions that occurred after the start of fiscal 2013. For fiscal 2013, the Committee also approved adjustments to eliminate the impacts during the year of restructuring events, net hedge gains recognized within general corporate expenses, costs associated with the acquisition and integration of Ralcorp and with the proposed Ardent Mills transaction, an impairment related to assets acquired in connection with the bankruptcy of a former supplier, the net benefit of settlements relating to certain legal and environmental contingencies, the impact of certain components of pension expense that do not represent the current incremental cost of pensions, and, from net sales, the impact of volatility in wheat prices, since those prices are passed directly onto customers.

The company achieved fiscal 2013 net income of $865.9 million for MIP purposes, which was between target and maximum performance levels, and fiscal 2013 net sales of $13,904.3 million for MIP purposes, which was between threshold and target performance levels. According to the pre-established goals, this performance level equated to a payout of 119% of target MIP awards, subject to the Committee’s discretion to increase or decrease final payouts as described next.

Second Consideration: How was the Business Plan Delivered? Once the performance metrics review was complete, the Committee considered the manner in which management executed the operating plan during the year. The fiscal 2013 MIP gave the Committee discretion to increase or decrease final payouts by up to 25% based on this assessment.

Mr. Rodkin provided his views to the Committee during this process. Mr. Rodkin communicated his belief that pay levels should be commensurate with the above target performance. Mr. Rodkin emphasized the strong profit performance in the Commercial Foods segment and the sequential volume improvement in the Consumer Foods segment. He also advised the Committee of his recommendation that payouts should fund at the level earned - 119% of target - but that, consistent with the company’s pay for performance philosophy, a portion of this funded amount be set aside to reward the highest performers within the organization (at all incentive eligible levels) and that payouts at levels equal to 113% of target amount be authorized for the named executive officers prior to considering individual performance. The Committee concurred with Mr. Rodkin’s assessment.

Third Consideration: How Did Each Named Executive Officer Perform? The Committee’s final consideration in determining each named executive officer’s fiscal 2013 MIP payout was an assessment of individual performance. Mr. Rodkin’s input on the individual contribution of these leaders assisted the Committee in approving specific MIP payouts. In line with the company’s strong pay for performance philosophy, Mr. Rodkin shared his perspective that given the overall performance of the company, at a minimum, the formulaically derived payouts were appropriate for each of the named executive officers. Additionally, he recommended that several of the named executive officers be paid at slightly above the funded amount. Mr. Rodkin’s recommendation was in recognition of the significant time and efforts dedicated by Messrs. Gehring and Keck and Ms. Batcheler to successfully completing the Ralcorp transaction, and in recognition of the significant time and efforts dedicated by Mr. Maass to the proposed Ardent Mills transaction. The Committee agreed, and approved MIP payouts to the named executive officers ranging from 113% to 118% of the targeted opportunities. The full Board’s performance evaluation of Mr. Rodkin was used in determining his payout, and the Board concluded that a payout of 113% of target was appropriate for Mr. Rodkin. Under the terms of our fiscal 2013 MIP, Mr. Hawaux was entitled to an award under the plan. His actual award was paid based solely on company financial results and paid out at 113% of target.

The Committee believes that the MIP awards paid to the named executive officers for fiscal 2013 are consistent with the level of accomplishment by the company and each named executive officer.

Long-Term Incentive Plan. The long-term incentive plan for senior officers includes an annual award of stock options and an annual award of performance shares that are settled in shares of common stock based on results over a three-year performance period. The performance shares reward the achievement over the three-year performance period of metrics likely to have a significant impact on enterprise value. The program also rewards stock price appreciation directly through the granting of stock options. The ultimate value of earned performance shares, which are paid in stock, is also impacted directly by stock price.

The number of stock options and targeted performance shares granted, per named executive officer, has generally been flat in recent years, other than in connection with promotions. Instead of determining performance share grant sizes using a targeted dollar value, and then dividing that value by our stock price on the date of grant, the Committee has historically used a fixed share approach to determine target awards. The number of stock options granted was based on a determination that each full value share opportunity was equivalent to five options. Fiscal

2013 was a transformational year for ConAgra Foods, and the value of our stock increased significantly as a result. For fiscal 2014 and forward, the Committee has determined to use a value approach to setting performance share grant sizes. Grant sizes will be determined by dividing the dollar value of the targeted opportunity by the average of the closing market price of our common stock for the 30 trading days prior to, and not including, the date of grant. The Committee also intends to use a six-to-one ratio in determining stock option grant sizes.

The Committee firmly believes in aligning our senior officers’ interests with those of our stockholders. The significant extent to which equity is included in both the executive pay program overall and this program in particular evidences this belief. We describe each component of the plan below.

Stock Options. The use of stock options directly aligns the interests of the named executive officers with those of our stockholders. All options granted for fiscal 2013 have an exercise price equal to the closing market price of our common stock on the date of grant, a ten-year term, and vest 40% on the first anniversary of the grant date, subject to the executive’s continued employment with the company. The remaining portion of the award vests in equal installments on the second and third anniversaries of the grant date, subject to the executive’s continued employment. The grant date fair value of the stock options awarded to our named executive officers is included in the “Option Awards” column of the Summary Compensation Table – Fiscal 2013. The number of options granted to each named executive officer under the fiscal 2013 option program is set forth below. The Committee considered the factors discussed above under the heading “Named Executive Officer Considerations” when determining grant sizes by individual. All grants were made on July 16, 2012 with an exercise price of $24.74 per share.

Performance Shares. Performance shares represent an opportunity to earn a defined number of shares of our common stock if we achieve pre-set, three-year performance goals. For each of the three performance cycles in effect during fiscal 2013, the targeted number of performance shares for each named executive officer was as set forth in the table that follows.

The grant date fair value of the performance shares, granted in July 2012 for the fiscal 2013 to 2015 cycle, is based on the probable outcome of the performance conditions, and is included in the “Stock Awards” column of the Summary Compensation Table – Fiscal 2013. The Committee considered the factors discussed above under the heading “Named Executive Officer Considerations” when determining grant sizes by individual.

Fiscal 2011 to 2013 Cycle: The actual number of shares of common stock earned for the fiscal 2011 to 2013 performance share cycle was determined based on the company’s performance against goals for earnings before income taxes, or EBIT, growth and return on average invested capital, or ROAIC. The Committee selected these financial metrics at the beginning of the cycle because it believed these metrics have a positive impact on stockholder value. These metrics are calculated as follows:

The table below includes performance targets for a payout of 100% of the targeted shares granted for the fiscal 2011 to 2013 performance share cycle. Targets for the fiscal 2011 to 2013 cycle were designed such that lower levels of combined EBIT growth and ROAIC would be rewarded at significantly less than a full payout of the granted performance shares. The fiscal 2011 to 2013 cycle required EBIT growth of at least 4.0% for a payout to occur, regardless of ROAIC performance.

The maximum number of shares that could have been earned under the fiscal 2011 to 2013 cycle of the performance share plan was 200% of the targeted number of performance shares. No awards were guaranteed under this cycle and the number of shares that could have been earned under this cycle interpolates between zero and two times target.

At the end of fiscal 2013, the fiscal 2011 to 2013 cycle of the long-term program concluded. We delivered a combined level of three-year compound EBIT growth and three-year average ROAIC over the performance period (after adjustments) that equaled a funding level of approximately 66% of target. This funding level was achieved through the delivery of three-year compound EBIT growth of approximately 5.5%, and a three-year average ROAIC of approximately 12.6%. EBIT growth and average ROAIC for the fiscal 2011 to 2013 cycle were calculated taking into account the adjustments to net income discussed above under the fiscal 2013 MIP, as well as adjustments to eliminate gains from (1) the accounting impact of acquiring a majority interest in our Indian affiliate and (2) the sale of assets during the three-year period. In addition, Ralcorp’s EBIT for the period that we owned the business, and one-third of Ralcorp’s capital for the period that we owned the business were included in the calculation. Because the cycles are intended to take into account long-term performance, including benefits from capital allocation decisions such as completing acquisitions, the Committee determined it was appropriate to include the Ralcorp financial results in determining whether the goals for this cycle were met.

The table below lists the number of shares of common stock that were issued to the named executive officers following fiscal 2013 for the fiscal 2011 to 2013 cycle (amounts include dividend equivalents, which were paid in additional shares). Pursuant to the terms of the performance share plan, Mr. Hawaux did not receive a payout of performance shares under the fiscal 2011 to 2013 cycle as he resigned from the company prior to the date financial results were certified and payouts made.

Fiscal 2012 to 2014 and Fiscal 2013 to 2015 Cycles: For the fiscal 2012 to 2014 and fiscal 2013 to 2015 cycles of the performance share plan, the Committee approved a change to the performance metrics. In lieu of EBIT and ROAIC goals, the Committee approved goals based on our three-year average cash flow return on operations, which we refer to as CRO, and three-year average net sales growth. The Committee made this change following a review with management and its compensation consultant of financial metrics that would have strong alignment between participant incentives and the behaviors necessary to drive business success in line with investor expectations.

Primary Metric Based on CRO.The primary metric for the fiscal 2012 to 2014 and fiscal 2013 to 2015 cycles, CRO, is calculated by dividing operating cash flow by average invested capital as follows:

The maximum number of shares that can be earned under the primary metric of CRO for each of these cycles is 200% of the targeted number of performance shares. Achievement of a threshold level of three-year average CRO of 12.0% for each of the fiscal 2012 to 2014 cycle and fiscal 2013 to 2015 cycle results in a threshold payout equal to 25% of each participant’s approved target opportunity. For the fiscal 2012 to 2014 cycle, target CRO is 14.4% and could result in a payout equal to 100% of each participant’s approved target opportunity, and maximum CRO of 15.6% could result in a payout equal to 200% of each participant’s approved target opportunity, in each case subject to application of Committee discretion. For the fiscal 2013 to 2015 cycle, target CRO is 15.1% and could result in a payout equal to 100% of each participant’s approved target opportunity, and maximum CRO of 16.4% could result in a payout equal to 200% of each participant’s approved target opportunity, in each case subject to application of Committee discretion.

Secondary Metric Based on Net Sales Growth.If CRO of 13.2% is achieved in the fiscal 2012 to 2014 cycle, and if CRO of 13.3% is achieved in the fiscal 2013 to 2015 cycle, an additional payout may be made based on the secondary metric of three-year average net sales growth. The additional payout under this secondary metric can be up to a maximum of 20% of target, if average net sales growth of 6% or more is achieved for each cycle. Average net sales growth below 2% during the respective cycles would not be rewarded.

As a result of the two-metric structure, high levels of financial performance can result in payouts up to a total of 220% of targeted shares under each of these cycles, 200% based on the primary metric, CRO, and 20% based on the secondary metric, average net sales growth.

For all cycles, the Committee maintains the ability to adjust financial metrics to account for items impacting comparability. The recent Ralcorp acquisition and financing activities related thereto are a likely source of future adjustments given the performance share plan’s focus on our return expectations pre-Ralcorp. The Ralcorp transaction has already been accretive to our EPS but, as previously discussed with investors, we have downwardly

revised our expectations for return on invested capital for the next several years because of the acquisition. Management made the decision to accept near-term returns that are below long-term targets because of the strategic significance of this transaction, a trade-off frequently made in strategic M&A. Specific impacts are currently being analyzed although increasing complexity is expected as management continues the critical process of integrating the Ralcorp business and its financial systems and results into ConAgra Foods’. The integration will make it difficult to identify and adjust for Ralcorp specific items impacting CRO and net sales for the outstanding fiscal 2012 to 2014 and fiscal 2013 to 2015 cycles of the performance share plan. However, because management’s decision to acquire Ralcorp has significantly, positively affected stockholder value, the Committee, with the aid of its compensation consultant, will continue to evaluate the impact of the Ralcorp transaction and its financing on these metrics. The Committee’s goal will continue to be aligning pay and performance and incenting senior leaders to make decisions that advance our long-term, sustainable growth.

The fiscal 2012 to 2014 and fiscal 2013 to 2015 cycles of the performance share plan are ongoing and thus no payouts have yet been earned.

Other Features. Performance shares that have not been paid at the time of a participant’s termination of employment are forfeited. An exception allows for pro-rata payouts in the event of death, disability or retirement. The Committee has also retained the discretion to provide for payouts on termination when it finds it appropriate and in the best interest of the company. To date, however, the Committee has not used this discretion. Both this exception and discretion are subject to satisfaction of the performance goals. Dividend equivalents are paid on the portion of performance shares actually earned, and are paid at the regular dividend rate in shares of our stock.

Other Fiscal 2013 Compensation. The additional elements of our compensation program for the named executive officers during fiscal 2013 were as follows:

Discretionary Bonus or Equity Grant. The Committee may choose to approve a sign-on or discretionary bonus or equity grant for a senior officer if it deems it necessary as a recruitment tool or to recognize extraordinary performance. Discretionary cash bonuses are included in the “Bonus” column of the Summary Compensation Table – Fiscal 2013 and the grant date fair value of a sign-on or discretionary equity award is included in either the “Stock Awards” or “Option Awards” column of the table, as appropriate. During fiscal 2013, the Committee granted restricted stock units to three named executive officers who were instrumental to the acquisition of Ralcorp. The grants were in recognition of the significant time and effort these executives dedicated to successfully completing the transaction and the terms on which the transaction was completed: Mr. Gehring: 4,601 restricted stock units; Ms. Batcheler: 4,601 restricted stock units; and Mr. Keck: 3,068 restricted stock units. These restricted stock units vest 100% one year after the date of grant of February 26, 2013, as described further in the Outstanding Equity Awards at Fiscal Year-End – Fiscal 2013 table below. In connection with increasing Mr. Maass’ scope of responsibility to include leading the company’s private brands and foodservice businesses in May 2013, the Committee granted him 15,000 restricted stock units. These restricted stock units vest 100% three years after the date of grant of May 15, 2013, as described further in the Outstanding Equity Awards at Fiscal Year-End – Fiscal 2013 table below. No sign-on or discretionary cash bonuses were made to named executive officers during fiscal 2013.

Benefit Programs. We offer a package of core employee benefits to our employees, including our named executive officers. With respect to health and welfare benefits, we offer health, dental and vision coverage, and life and disability insurance. The company and employee participants share in the cost of these programs. We also offer a matching-gifts program through our ConAgra Foods Foundation. To maximize community impact, the ConAgra Foods Foundation will match, dollar for dollar, donations employees make to eligible organizations, up to $1,000 in a calendar year. Donations made by the Foundation on behalf of a named executive officer are included in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2013.

With respect to retirement benefits, we maintain qualified 401(k) retirement plans (with a company match on employee contributions) and qualified pension plans. The named executive officers are entitled to participate in these plans on the same terms as other employees.

Some of the named executive officers and other employees at various levels of the organization participate in a non-qualified pension plan, non-qualified 401(k) plan and/or voluntary deferred compensation plan. The non-qualified pension and non-qualified 401(k) plans permit us to pay retirement benefits in amounts that exceed the limitations imposed by the Internal Revenue Code under our qualified plans. With respect to the non-qualified pension plan, the employment agreement entered into with Mr. Rodkin upon his hiring in 2005 provided that, as long as he remained employed until age 60, years of service for purposes of calculating benefits will be credited at a three-for-one rate until he has service credit of thirty years. Mr. Rodkin’s agreement also provides that the annual earnings amount to be used in the pension benefit formula under the non-qualified pension plan will be no less than $3.0 million. Any benefits payable to Mr. Rodkin under the Non-Qualified Pension are subject to offset for benefits paid or payable to him under supplemental pension plans his prior employer may have maintained for his benefit. The Committee has not offered additional years of credited service under the pension plan to other named executive officers.

The company’s deferred compensation plan allows the named executive officers, as well as a broader group of approximately 800 employees, to defer receipt of up to 50% of their base salary and 85% of their annual cash incentive compensation. The program permits executives to save for retirement in a tax-efficient way at minimal administrative cost to the company. Executives who participate in the program are not entitled to above-market (as defined by the SEC) or guaranteed rates of return on their deferred funds.

We include contributions made by the company to the named executive officers’ 401(k) plan and non-qualified 401(k) plan accounts in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2013. We provide a complete description of these retirement programs under the headings “Pension Benefits – Fiscal 2013” and “Non-Qualified Deferred Compensation – Fiscal 2013” below.

Perquisites. The Committee’s philosophy on perquisites for senior officers has been consistently communicated over the years. Members of senior management are not eligible for indirect pay except in limited circumstances. In particular, each of the named executive officers was entitled to participate in an executive physical program during fiscal 2013. The company covered the cost of the physical, although the executive was responsible for the taxes associated with the program. As an alternative to participation in the executive physical program, each of the named executive officers was entitled to elect participation in a medical access program, with the cost of the program imputed to the executive as taxable income. The incremental cost to the company of providing these benefits is included in the “All Other Compensation” column of the Summary Compensation Table – Fiscal 2013.

The Committee has determined it appropriate to cover Mr. Rodkin by our security policy. As a result, he is required to take corporate aircraft for all business and personal air transportation. To offset a portion of the incremental cost to the company of Mr. Rodkin’s personal use of corporate aircraft, in 2007 we entered into an aircraft time share agreement with Mr. Rodkin. Under the agreement, Mr. Rodkin is responsible for reimbursing us, in cash, in amounts to help offset a portion of our incremental costs of personal flights, consisting of the cost of fuel and incidentals such as landing and parking fees, airport taxes and catering costs for such flights. We do not charge Mr. Rodkin for the fixed costs that would be incurred in any event to operate company aircraft (for example, aircraft purchase costs, maintenance, insurance and flight crew salaries).

Change of Control / Severance Benefits. We have agreements with our named executive officers that are designed to promote stability and continuity of senior management in the event of a change of control. The Committee routinely evaluates participation in this program and its benefit levels to ensure their reasonableness.

Following a review of market practices during fiscal 2012, the Committee adopted a policy that any future change in control benefits will be structured without any excise tax gross-up protection. For example, if the company promotes or hires an individual to a position that is, in the Committee’s view, appropriate for change of control program participation, the individual will not be entitled to any excise tax gross-up protection. Although the Committee continues to believe in the importance of maintaining a change of control program, it believes that offering excise tax gross-ups to future participants would be inappropriate relative to best executive pay practices. We provide a complete description of the amounts potentially payable to our named executive officers under these agreements under the heading “Potential Payments Upon Termination or Change of Control”.

We have also adopted a broad severance plan applicable to most salaried employees, including the named executive officers. In some circumstances, as part of negotiations during the hiring or recruiting process, we have supplemented this plan with specific severance arrangements with our named executive officers (Messrs. Rodkin and Keck). Our existing severance arrangements with the named executive officers are also described under the heading “Potential Payments Upon Termination or Change of Control”.

Employment and Letter Agreements. We are a party to an employment agreement with Mr. Rodkin. Mr. Rodkin’s employment agreement generally describes his duties and responsibilities, provides for a minimum base salary and vacation allowance, and subjects Mr. Rodkin to our stock ownership guidelines and to customary confidentiality and one-year non-competition and non-solicitation restrictions. The agreement also provides for indemnification, participation in our annual incentive program at a minimum target opportunity of 200% of base salary, and participation in our long-term incentive programs, our employee and executive pension and deferred compensation plans, our 401(k) plan and our welfare benefit plans and programs. For more information about the terms of Mr. Rodkin’s participation in our pension plans and deferred compensation plans, as provided for in the agreement, see below under the headings “Pension Benefits – Fiscal 2013” and “Non-Qualified Deferred Compensation – Fiscal 2013”. The agreement also provides for severance, termination and change of control benefits further described below under the heading “Potential Payments Upon Termination or Change of Control”.

We are also a party to a letter agreement with Mr. Keck. Mr. Keck’s 2010 letter agreement provides for a minimum base salary and his participation in our annual and long-term incentive programs, our employee pension plan, our 401(k) plan and our welfare benefit plans and programs. The letter agreement also provides for severance, termination and change of control benefits further described below under the heading “Potential Payments Upon Termination or Change of Control”. Mr. Keck’s letter agreement also provided for a grant of 40,000 restricted stock units that vest over three years, as described further in the Outstanding Equity Awards at Fiscal Year-End – Fiscal 2013 table below, and subjects him to our stock ownership guidelines.

Committee’s Views on Executive Stock Ownership

The Committee has adopted stock ownership guidelines applicable to approximately 185 of our senior employees and the guidelines, represented as a percentage of salary, increase with greater responsibility within the company. The Committee has adopted these guidelines because it believes that management stock ownership promotes alignment with stockholder interests. The named executive officers are expected to reach their respective ownership requirement within a reasonable period of time after appointment. Shares personally acquired by the executive through open market purchases or through our 401(k) plan or employee stock purchase plan, as well as restricted stock units and shares acquired upon the deferral of earned bonuses are counted toward the ownership requirement. Neither unexercised stock options nor unearned performance shares are counted. The following table reflects ownership as of July 31, 2013.

Committee’s Practices Regarding the Timing of Equity Grants

We do not backdate stock options or grant equity retroactively. We do not coordinate grants of equity with disclosures of positive or negative information. All equity awards are granted with an exercise price (if applicable)

equal to the closing price of our common stock on the NYSE on the date of grant. The vast majority of our stock option grants for a fiscal year are made in July, at a regular Committee meeting.

In most instances, when management proposes an off-cycle award or sign-on grant for a non-executive officer, the Committee considers approval of the grant at a regularly scheduled Committee meeting. In connection with the integration of Ralcorp, the Committee delegated authority to Mr. Rodkin and our Chief Human Resources Officer, to approve small equity grants to non-senior officers who are being given roles in the newly combined organization. Governance protocols have been approved to ensure appropriate Committee oversight of this limited delegation.

In the event management proposes a sign-on grant for a senior officer and a grant-related decision is necessary between regularly scheduled Committee meetings, the Committee may hold a special meeting to consider the grant. If approved, the grant date will be the first trading day of the month on or following the officer’s date of hire. The Committee has not delegated any authority to approve equity grants to senior officers.

Additional Information on the Committee’s Compensation Consultant

The Committee engages Frederic W. Cook & Co., Inc. directly to assist it in obtaining and reviewing information relevant to compensation decisions. The independence and performance of the consultant are of the utmost importance to the Committee. Committee policy prevents management from directly engaging the consultant without the prior approval of the Committee’s Chair. Given the focused scope of Frederic W. Cook & Co., Inc.’s services, no management-generated fees are expected with this firm. For fiscal 2013, Frederic W. Cook & Co., Inc. did not provide any additional services to us or our affiliates. The Committee reviews the types of services provided by the consultant and all fees paid for those services on a regular basis, and conducts a formal evaluation of the consultant annually. The Committee has assessed the independence of Frederic W. Cook & Co., Inc., as required under NYSE listing rules. The Committee has also considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest with respect to Frederic W. Cook & Co., Inc. during fiscal 2013. Based on this review, the Committee did not identify any conflict of interest raised by the work performed by Frederic W. Cook & Co, Inc.

Tax and Accounting Implications of the Committee’s Compensation Decisions

U.S. federal income tax law prohibits the company from taking a tax deduction for certain compensation paid in excess of $1 million to the company’s chief executive officer or any of the company’s three other most highly compensated executive officers, other than the chief financial officer, who are employed as of the end of the fiscal year. This limitation does not apply to qualified performance-based compensation under federal tax law. Generally, this is compensation paid only if the individual’s performance meets pre-established, objective goals based on performance metrics approved by our stockholders. The Committee’s intent is to structure our executive compensation programs so that payments will generally be fully tax deductible.

For fiscal 2013, all annual incentive and performance share awards to covered employees were subject to, and made in accordance with, performance-based compensation arrangements that were intended to qualify as tax deductible. In order to achieve this result, the Committee approved a framework in which (1) maximum awards under these incentive programs would be authorized upon attainment of diluted EPS of $0.50 per year of the performance period (compared to actual fiscal 2013 diluted EPS of $1.85) and (2) negative discretion would be applied by the Committee to decrease authorized awards based upon the program frameworks described above (that is, based on net income and net sales results for the MIP, and EBIT and ROAIC, or CRO and net sales growth results for the performance share plan). The Committee intends to continue using this type of approach to preserve the tax deductibility of its compensation arrangements in the future. However, the Committee does retain the discretion to make payments or grants of equity that are not fully deductible (for example, a portion of Mr. Rodkin’s salary) when, in its judgment, those payments or grants are needed to achieve its overall compensation objectives.

Compensation Committee Report

The Human Resources Committee has reviewed and discussed the company’s Compensation Discussion and Analysis with management. Based upon this review and discussion, the Committee recommended to the Board of Directors that the company’s Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2013.

ConAgra Foods, Inc. Human Resources Committee

Summary Compensation Table – Fiscal 2013

The table below presents compensation information for individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal 2013 and for each of the other three most highly-compensated executive officers who were serving as executive officers at the end of fiscal 2013, as well as for Mr. Hawaux, who ceased to be an executive officer prior to the end of fiscal 2013 but who otherwise would have qualified to be a named executive officer. Because Mr. Maass was not a named executive officer for fiscal 2011, information about his compensation for fiscal 2011 is not included. The amounts in the following Summary Compensation Table for Messrs. Rodkin and Keck are based in part on written agreements in place between ConAgra Foods and these individuals as discussed in the CD&A and “Potential Payments Upon Termination or Change of Control”. For more information about the material terms of our employment agreement with Mr. Rodkin, our letter agreement with Mr. Keck and our change of control agreements with each of our named executive officers, see “Employment Agreement and Letter Agreements” in the CD&A above and “Potential Payments Upon Termination or Change of Control” below. For more information about our named executive officers’ mix of base salary and annual incentive compensation to their total compensation, see the discussion under “Key Elements of our Fiscal 2013 Executive Compensation Program” in CD&A above.

1.

Reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718 for the stock awards granted during the reported fiscal years. For the performance shares awarded in fiscal 2013, the amounts reported are based on the probable outcome of the relevant performance conditions as of the grant date. Assuming the highest level of performance is achieved for the performance shares awarded in fiscal 2013, the grant date fair value of these awards would have been: Mr. Rodkin, $5,442,800; each of Messrs. Gehring, Keck and Maass $1,741,696; and Ms. Batcheler, $1,306,272. Because Mr. Hawaux departed the company prior to the payout of performance shares, he forfeited all performance shares awarded under outstanding cycles of the performance share plan. Mr. Gehring, Mr. Keck, and Ms. Batcheler were each awarded a grant of restricted stock units in February 2013 in recognition of their contributions to the Ralcorp transaction. Mr. Maass was awarded a grant of restricted stock units in May 2013 in recognition of his increased scope of responsibility to include leading the company’s private brands and foodservice businesses. A description of the performance share plan and grants of restricted stock units is included in our CD&A.

Grants of Plan-Based Awards – Fiscal 2013

The following table presents information about grants of plan-based awards (equity and non-equity) during fiscal 2013 to the named executive officers. All equity-based grants were made under the stockholder-approved ConAgra Foods 2009 Stock Plan.

payout of 25% of target will be made if threshold three-year average CRO is met; if threshold is not met, no payout would be earned for the fiscal 2013 to 2015 cycle.

Outstanding Equity Awards at Fiscal Year-End – Fiscal 2013