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

August 6, 202110, 2022

Dear Shareholders,

I am pleased to invite you to join us for the Conagra Brands Annual Meeting of Shareholders, or the Annual Meeting, which will be held virtually via live webcast on Wednesday, September 15, 2021,21, 2022, at 2:00 p.m.11 a.m. CDT. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CAG2021CAG2022.

We have decided to holdwill be holding the Annual Meeting virtually again this year due to the ongoing coronavirus (COVID-19) pandemic. In addition to supporting the health and well-being of our shareholders, employees, and their families, we believeyear. We have found that hosting a virtual Annual Meeting enables greater shareholder access, attendance and participation, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost of the Annual Meeting.costs. The Annual Meeting will include a brief report on our business, a discussion of and voting on matters described in the Notice of 20212022 Annual Meeting of Shareholders and Proxy Statement, and a question-and-answer session.

For Conagra Brands,Looking back, fiscal 20212022 was a year of successfully managing throughcontinued volatility and dynamic conditions. Newconditions in which inflation, supply chain challenges, and world events all contributed to a challenging external environment. I’m proud that our dedicated Conagra team was able to remain focused on delivering innovation, value, and superior products to create lasting connections between consumers foundand our brandsbrands. As a result, we continued to deliver strong top-line growth, both in the absolute and became repeat purchasers ofrelative to our innovative products. Wepeers, as we grew share versus the competition across our key product categories, and continued to invest in the long-term health of our business. Our dedicated employees performedWe remain confident that our customers and consumers recognize the superior relative value of our products and that our business will continue to perform well in very challenging circumstancesthese dynamic times. With fiscal year 2023 now underway, we are well-positioned to weather any coming storms and without their dedication, we could not have delivered for our consumers, customers, or shareholders. We enter fiscal 2022 believing inkeep driving toward the long-term prospects for our business.bright future on the horizon.

On behalf of our entire organization, I thank you for your shared confidence that Conagra Brands continues to be a compelling investment opportunity.

Sincerely,

Sean Connolly

President and Chief Executive Officer

Notice of 20212022 Annual Meeting of Shareholders and Proxy Statement

ITEMS OF BUSINESS

Colleen BatchelerCarey Bartell

Executive Vice President, General Counsel

and Corporate Secretary

August 6, 202110, 2022

Table of Contents

Proxy Statement

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors of Conagra Brands, Inc. (referred to as Conagra Brands, Conagra or the company)Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on September 15, 2021.21, 2022 (the 2022 Annual Meeting). We began making our proxy materials available to shareholders on or about August 6, 2021.10, 2022.

Conagra Brands At a Glance

This summary highlights some of the information contained in this proxy statement. You should read the entire proxy statement before voting.

Our Company

Conagra Brands (NYSE: CAG), headquartered in Chicago, is one of North America’s leading branded food companies. Conagra BrandsGuided by an entrepreneurial spirit, the Company combines a rich heritage of making great food with a sharpened focus and entrepreneurial spirit. We’re committedon innovation. The Company’s portfolio is evolving to modernizing our iconicsatisfy people’s changing food brands, leveraging fresh opportunities, and adapting to a changing landscape – all with a culture that is ready to capture growth and drive shareholder value.

Conagra’spreferences. Its iconic brands such as Birds Eye^®, Duncan Hines^®, Healthy Choice^®, Marie Callender’s^®, Reddi-wip^®, and Slim Jim^®, as well as emerging brands, including Angie’s^® BOOMCHICKAPOP^®, Duke’s^®, Earth Balance^®, Gardein^®, and Frontera^®, offer choices for every occasion.

Our Vision

During fiscal 2021, we revisited our company’s mission and vision, and recommitted as an organization to our collective focus. At Conagra, we aspire to have the most impactful, energized, and inclusive culture in food. We seek to build a diverse team that embraces debate to challenge marketplace and business conventions. We strive to be respected for our great brands, great food, great margins, and consistent results.

By the Numbers

Fiscal 20212022 Highlights

For Conagra Brands, fiscal 20212022 was a year of successfully managing throughcontinued volatility and dynamic conditions. Newconditions in which inflation, supply chain challenges, and world events all contributed to a challenging external environment. However, Conagra was able to remain focused on delivering innovation, value, and superior products to create lasting connections between consumers foundand our brandsbrands. As a result of taking decisive actions throughout the year, we continued to deliver strong top-line growth, both in the absolute and became repeat purchasers ofrelative to our innovative products. Wepeers, as we grew share versus the competition in each our key product categories, and continued to invest in the long-term health of our business. Our dedicated employees performedWe remain confident that our customers and consumers recognize the superior relative value of our products, and that our business will continue to perform well in very challenging circumstances and our commitment to employee health and safety remained a primary focus. We enter fiscal 2022 continuing to believe in the long-term prospects for our business.these dynamic times.

Given the dynamic environment created by the COVID-19 pandemic, we provided fiscal 2021 guidance on a quarter-to-quarter basis. Ultimately, we delivered results consistent with and in some instances above our adjusted guidance throughoutfor the fiscal year.

We achieved our leverage goal for fiscal 2021 ahead of schedule.

1	A reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is included in Appendix A to this Proxy Statement.

2	A reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is included in Appendix A to this Proxy Statement.

3	A reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is included in Appendix A to this Proxy Statement.

Specific performance highlights from fiscal 20212022 include the following:

Investing in Our Culture: Our vision is to have the most impactful, energized, and inclusive culture in food. We believe that a diverse team and inclusive culture are key enablers of shareholder value creation. During fiscal 2021,2022, we continued our work to deliver against our vision. During the first quarter of the year, we established aOur Diversity and Inclusion Leadership Council, comprised of our Chief Executive Officer (CEO), his Senior Leadership team, and members of our Human Resources team. While the importance ofteam continued to expand and refine our diversity and inclusion are not new to Conagra, we established the Council to expand our D&I(or “D&I”) strategy, track our progress, and ensureadvance execution of our D&I goals.

The Council refreshedexecuted the company’s D&I strategic plan during fiscal 2021, and declared ato focus on recruiting, advocating for, and developing diverse talent. The Council establishedand the company re-affirmed the following goals³ for expanding diversity in our organization:

In support of the achievement of our goals, we undertook a variety of initiatives in fiscal 2021:2022, including:

Fiscal 2019—20212020—2022

We maintain a long-term strategic plan at Conagra and strive to set rolling three-year financial targets that the HR Committee of our Board can incorporate into long-term incentive compensation plans for our most senior executives. The three-years ending with fiscal 20212022 were far more dynamic than originally expected. DuringWe initially focused fiscal 2019, we acquired Pinnacle Foods, improving the scale and breadth of our portfolio. We expected fiscal 2020 to be a year focused on integrating the Pinnacle Foods, Inc. (Pinnacle) business and delivering turn-around plans for several large brands acquired in the Pinnacle transaction. However, by the end of the third quarter of fiscal 2020, the COVID-19 pandemic had introduced new challenges. During fiscal 2021, we rose to the challenge of the COVID-19 pandemic, and delivered for our consumers, customers, and shareholders while keeping our employees safe. We expected fiscal 2022 to be focused on navigating increased supply chain challenges posed by the pandemic and meeting increased customer and consumer demand driven by sustained elevated levels of at-home dining. However, fiscal 2022 introduced the additional challenges of historic and persistent inflation and supply chain headwinds stemming from geopolitical turmoil. In response to these challenges, we invested in our supply chain operations and successfully implemented inflation-driven pricing, while continuing to invest in our innovation pipeline.

As a result of our team’s agility and results-orientation over the last three years, we believe that we enter fiscal 20222023 with a solid foundation from which to continue to deliver for investors.

Fiscal 20212022 Compensation

For fiscal 2021, our2022, the HR Committee established an executive compensation program that was designed to promote attainment of our fiscal 20212022 operating plan and fiscal 20192022 to 20212024 long-term goals. More specifically, the program contained the following elements:

In designing the program, the HR Committee chose to include a mix of compensation types (salary, benefits, cash-based incentives, and equity-based incentives) and a mix of performance periods (single year and multi-year) to promote long-term, strategic decision-making. This approach was also intended to minimize the likelihood that our executives would be motivated to pursue overly risky initiatives or unsustainable results.

Our Corporate Citizenship

Our Environmental and Social Responsibility

At Conagra, we believe that when our people, our communities, and the environment are nourished and thriving, so are we. As a result, we take a strategic approach to corporate citizenship. We focus our efforts on the topics we believe are most material to the food industry, to our business, and to our stakeholders: Good Food, Better Planet, Responsible Sourcing, and Stronger Communities.

A few highlights of our work follow.

Good Food

We source goods and services in accordance with our Supplier Code of Conduct, under which suppliers are required to: reduce environmental impacts such as deforestation, greenhouse gas emissions, and waste generation; protect water resources through restorative or conservation efforts; support social needs in the communities in which they operate though philanthropic investment, diversity and inclusion efforts, and human rights practices; and support efforts to implement traceability of goods and services throughout the supply chain.

Our approach to product packaging takes environmental impacts into account while continuing to ensureprioritize food quality and safety. We are also focused on encouraging our supply chain partners to engage in sustainable agriculture practices. In September 2020, weWe recently partnered with U.S. Farmers and Ranchers in Action and other stakeholders to create the Decade of Ag Vision, a collaborative effort to restore our environment through agriculture that regenerates natural resources.

Who We Are

Currently, the Board consists of 12 directors whose terms expire at the 20212022 Annual Meeting. Ms. Joie Gregor, Mr. Rajive Johri and Mr. Craig Omtvedt, three of our directors, have turned 72, Conagra’s retirement age under its Corporate Governance Principles. As a result, these directors will not stand for re-election at the 2022 Annual Meeting and their terms on the Board will expire at the conclusion of the 2022 Annual Meeting. Our Board thanks Ms. Gregor, Mr. Johri, and Mr. Omtvedt for their many years of exemplary service to Conagra.

Based on the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board has nominated 12nine current directors, as named in this Proxy Statement, for election at the 20212022 Annual Meeting.

The following biographies detail the age and principal occupations during at least the past five years for each director nominee; the year the nominee was first appointed to the Board; and the public company directorships they now hold and have held.

If elected, each of the directors will hold office until the Conagra Brands 20222023 Annual Meeting of Shareholders, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected.

Our Nominating and Corporate Governance Committee plays a key role in identifying candidates for the Board who fulfill these requirements. More information on director recruitment and selection processes can be found beginning on page 31 of this Proxy Statement.

Director Refreshment

As noted in the table above, sixour Board represents a mix of long-tenured directors and new perspectives, insights, expertise, and experiences, with five of our director nominees havehaving a tenure on our Board of less than five years, of experience on our Board and this is intentional.

The Board uses refreshment processes to enable it to evaluate the continued alignment of the Board’s membership with the needs of Conagra Brands. The Board’s refreshment processes involve reviewing and modifying the skills and characteristics required for membership. The Board also enables planned refreshment through its maintenanceretirement policy, pursuant to which no director may be nominated to a new term if he or she would be over age 72 at the time of a mandatory retirement agethe election. In accordance with this policy, Ms. Joie Gregor, Mr. Rajive Johri, and Mr. Craig Omtvedt have not been nominated for directors.

As a result of our refreshment processes, our Board represents a mix of long-tenuredre-election as directors and directors who provide new and different insights, expertise, and experiences.at the 2022 Annual Meeting.

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no material relationship with Conagra Brands. In making its independence determinations, the Board applies the listing standards of the New York Stock Exchange or NYSE,(the NYSE), and the categorical independence standards contained in our Corporate Governance Principles. The Board considers even immaterial relationships, including transactions, relationships, and arrangements with the company, in its decision-making process to ensure a complete view of each director’s independence.

The Board has determined that 11 of our 12 current directors – directors Arora, Brown, Chirico, Dowdie, Gregor, Horowitz, Johri, Lenny, Lora, Marshall, and Omtvedt – have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board has also determined that 8 of our 9 nominees for director – directors Arora, Brown, Chirico, Gregor,Dowdie, Horowitz, Johri, Lenny, Lora, Marshall, Omtvedt and OstfeldMarshall – have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board also determined that Stephen Butler,Scott Ostfeld, who served as a director until his retirement in September 2020,April 2022, had no material relationships with Conagra Brands and was independent within the meaning of applicable independence standards. Mr. Connolly is not considered to be independent due to his employment with Conagra Brands.

To take a holistic approach to its independence determinations, the Board also reviewed commercial relationships between Conagra Brands and companies on whose boards our nominees served during fiscal 2021.2022. The relationships with these companies involved Conagra Brands’ purchase or sale of products and services in the ordinary course of business on arm’s-length terms in amounts and under other circumstances that did not affect the relevant directors’ independence under our Corporate Governance Principles or under applicable law and NYSE listing standards.

In addition to satisfying our independence standards, each member of the Audit / Finance Committee of the Board must satisfy an additional Securities and Exchange Commission or SEC,(SEC) independence requirement. This requirement 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 Brands. Each member of the Audit / Finance Committee satisfies this additional independence requirement.

The SEC and NYSE have also adopted heightened standards relating to the independence of members of the Human Resources Committee, which we refer to as the HR Committee. These standards require consideration of the source of HRHuman Resources Committee members’ compensation, including any consulting, advisory or other compensatory fees paid to an HRa Human Resources Committee member, and each HRHuman Resources Committee member’s affiliation with us, any of our subsidiaries or any affiliates of our subsidiaries. Each member of the HRHuman Resources Committee satisfies these additional independence requirements.

How We Govern

The Board is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes, assesses the regulatory and legislative environment, communicates with investors, and adapts its governance practices as needed to support informed, competent, and independent oversight on behalf of our shareholders. Our Corporate Governance Principles provide a summary of these practices and are available on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/principles. Highlights of our corporate governance practices include the following:

Board Leadership Structure

The Board believes that independent Board leadership is a critical component of our governance structure. Our Corporate Governance Principles require us to have either an independent Board Chair or, if the positions of Chair and CEO are held by the same person, an independent lead director. Since 2005, our Chair and CEO roles have been separate. With separateThe Board believes this current structure of separating the roles of Chair and CEO roles,allows our CEO canto focus his time and energy on setting the strategic direction for the company, overseeingoversee daily operations, engagingengage with external constituents, developingdevelop our leaders, buildingbuild our culture, and promotingpromote employee engagement at all levels of the organization. Meanwhile, this structure allows our independent Chair leadsto lead 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. The Board also believes this leadership structure, coupled with independent directors serving as Chairs of each of our three key standing Board committees, enhances the Board’s effectiveness in providing independent oversight of material risks affecting the company and fulfilling its risk oversight responsibility.

Board Committees —– Overview

The Board has established four standing committees: the Audit / Finance Committee, the Executive Committee, the HR Committee, and the Nominating and Corporate Governance Committee. The Audit / Finance Committee, HR Committee and Nominating and Corporate Governance Committee operate under written charters that have been approved by the full Board; each of these three committees is comprised entirely of independent directors.

Membership on each of the Board’s standing committees as of August 2, 202110, 2022 is as follows:

Name

Audit / Finance Committee

Executive Committee

HR Committee

Nominating and Corporate Governance Committee

Audit / Finance Committee

Executive Committee

HR Committee

Nominating and Corporate Governance      Committee

Anil Arora

Tony Brown

Manny Chirico

Sean M. Connolly

Joie A. Gregor

Chair

George Dowdie

Joie A. Gregor(1)

Chair

Fran Horowitz

Rajive Johri

Rajive Johri(1)

Richard H. Lenny

Chair

Chair

Melissa Lora

Chair

Chair

Ruth Ann Marshall

Chair

Chair

Craig P. Omtvedt

Craig P. Omtvedt(1)

Scott Ostfeld

Total Meetings in FY2021

10

--

5

6

Total Meetings in FY2022

10

--

5

6

Executive Committee

The Executive Committee exists to act on behalf of the Board between meetings as exigency requires or at the request of the full Board. Its membership includes the Board Chair, the Chairs of each other standing Committee, and the Chief Executive Officer.CEO. During fiscal 2021,2022, its membership was comprised of Directors Connolly, Gregor, Lenny (who served as Committee Chair), Lora, and Marshall. It did not meet.

Audit / Finance Committee

Financial Expertise and Financial Literacy

The Board has determined that each director who served on the Audit / Finance Committee during fiscal 2021 (including Mr. Stephen Butler, who retired in September 2020)2022 is financially literate within the meaning of NYSE rules and independent in accordance with SEC rules, NYSE listing standards, and the company’s independence standards. The Board also determined that directors Butler, Chirico, Johri, Lora, and Omtvedt 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. the Audit / Finance Committee’s responsibility for the review, approval, ratification, and oversight of related-party transactions (generally, transactions involving an amount in excess of $120,000 in which the company was, is, or will be a participant and in which a director, director nominee, executive officer, more than 5% shareholder, or immediate family member of any of the foregoing had, has or will have a direct or indirect material interest). Under the

policy, all related-party transactions are subject to reasonable prior review and approval by the Audit / Finance Committee. In circumstances where it is not reasonable or practical to wait until the next Audit / Finance Committee meeting to review a proposed related-party transaction, the chair of the Audit / Finance Committee may review and approve such related-party transaction. Any such approval must be reported to and ratified 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 on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances 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 in which he or she is a related party, except that the Board member will provide all material information concerning the

Executive and Director Compensation

The HR Committee has retained authority over the determination of executive and non-employee 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 any base salary change for the CEO.directors. The HR Committee may delegate its responsibilities to subcommittees comprised of one or more HR Committee members or to selected members of management, subject to requirements of our Bylaws and applicable laws, regulations, and the terms of

Nominating and Corporate Governance Committee

Director Nomination Process

The Nominating and Corporate Governance Committee considers Board candidates suggested by Board members, management, and shareholders. During fiscal 2021,2022, the Nominating and Corporate Governance Committee also retained a third-party search firm to identify director candidates. The Nominating and Corporate Governance Committee provided the third-party search firm with guidance as to the skills, experience and qualifications that the Nominating and Corporate Governance Committee was seeking in potential candidates, including requesting that the initial pool of candidates presented by the third-party search firm include [gender- and racially/ethnically-]diverse candidates, and the search firm identified candidates for the Nominating and Corporate Governance Committee’s consideration.

When a potential candidate is brought to the Board’s attention, the Nominating and Corporate Governance Committee makes an initial determination as to whether to conduct a full evaluation of the individual. 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 Nominating and Corporate Governance Committee, the prospective nominee is likely to satisfy the evaluation factors described below. If the Nominating and Corporate Governance Committee determines that additional consideration is warranted, it may request a third-party to gather additional information about the prospective director candidate. The Nominating and Corporate Governance Committee may also elect to interview a candidate.

Although the Nominating and Corporate Governance Committee does not have specific minimum qualifications that must be met for a candidate to be nominated as a director, the Nominating and Corporate Governance Committee evaluates each prospective director candidate against the following standards and qualifications, among others, including those set forth in our Corporate Governance Principles, including, but not limited to:Principles:

Board-Level Discussions

Each fiscal year, the Board reviews and discusses our strategic plan and the longer-term risks and opportunities we face. The Board routinely receives reports from significant business units and functions, and these presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics. The Board also receives regular reports regarding the activities of management’s Enterprise Risk Management Committee, which focuses on assessing and monitoring enterprise-wide risk.risk, including cybersecurity and information technology risks.

Without the right talent, we cannot implement the strategies we devise. Oversight of the company’s approach to and investment in human capital management and talent development are thus key governance matters for the Board. Directly, and through its HR Committee, the Board engages regularly with management on human capital matters. Specific HR Committee activities are supplemented by full Board actions. For example, the full Board receives an annual succession planning presentation from management during which potential successors to senior leadership roles are discussed, arranges opportunities to engage directly with emerging talent in the organization, and discusses the evolution of Conagra’s culture in the context of the CEO’s annual goals and objectives.

During fiscal 2021, the full Board also spent time at each of its regularly scheduled meetings discussing risks associated with the COVID-19 pandemic. Among the topics discussed were:

Audit / Finance Committee Oversight

The Audit / Finance Committee’s charter requires it to review our processes for identifyingreports from management and managingdiscussing policies with respect to significant enterprise-wide risks facing the company, including, but not limited to financial risks (suchsuch as derivative and treasury risks),risks and associated regulatory requirements, cybersecurity and information technology risks (including review of the state of the company’s cybersecurity, emerging cybersecurity developments and threats, and the company’s strategy to mitigate cybersecurity risks), and operational risks, and to oversee ourhow such risks are being identified, assessed and managed by the company and management. At least annually, the Audit / Finance Committee reviews and recommends for approval of the full Board the membership of the company’s Enterprise Risk Management Committee. In addition, the Audit / Finance Committee is responsible for overseeing risks related to the company’s financial condition (including matters such as liquidity, margin management, debt levels, credit ratings and interest rate risk exposure), capital structure including borrowing, liquidity,(including sources and allocationuses of capital.capital), and long-term financing strategy. The Audit / Finance Committee also oversees our management of financial risks by, among other things, reviewing our significant accounting policies and the activities of management’s Enterprise Risk Management Committee, maintaining oversight of our Internal Audit function, holding regular executive sessions with our Chief Financial Officer and Controller, our head of Internal Audit, and our independent auditors, and receiving regular legal and regulatory updates from legal counsel. Our management provides an enterprise risk management report to the Audit / Finance Committee on a semi-annual basis.

The Chair of the Audit / Finance Committee reports to the Board on the Committee’s activities.

Human Resources Committee Oversight

The HR Committee reviews the company’s leadership development activities to ensureshape appropriate succession planning occurs.planning. This includes the establishment of an emergency succession protocol in the event of the CEO’s sudden incapacity or departure.

The HR Committee also reviews the relationship between the company’s compensation programs and risk and has adopted a series of policies and practices to reduce risk in our compensation programs. These policies and practices include, but are not limited to, the following: