Conagra shareholders pass blank-check preferred curb; say-on-pay barely clears

Conagra Brands shareholders delivered a split verdict at the company's September 23 annual meeting: they approved a proposal restricting "blank-check" preferred stock and only narrowly backed the company's executive pay package, according to final vote tallies in an 8-K filed Monday.

Shares of Conagra (NYSE: CAG) traded near $14.24 around midday Monday, little changed from Friday's $14.32 close and down about 18% year to date.

On the shareholder proposal asking the board to adopt a policy limiting its authority to issue blank-check preferred stock, holders voted 178,684,044 for, 110,924,886 against, and 2,339,302 abstain, with 92,362,465 broker non-votes. Conagra reported the proposal as approved.

The advisory say-on-pay vote was tighter. Named executive officer compensation drew 146,934,886 votes for and 142,473,328 against, with 2,540,018 abstentions and the same 92,362,465 broker non-votes. The company reported the non-binding measure as approved.

Shareholders also elected all 11 director nominees to serve until the 2027 annual meeting. Votes for ranged from about 270.6 million for Ruth Ann Marshall to about 287.4 million for Pietro Satriano; broker non-votes were 92,362,465 on each director race. Nominees included Anil Arora, John P. Brase, Thomas "Tony" K. Brown, George Dowdie, Francisco J. Fraga, Richard H. Lenny, Melissa Lora, Ruth Ann Marshall, John J. Mulligan, Denise A. Paulonis, and Pietro Satriano.

Separately, shareholders ratified KPMG LLP as independent auditor for fiscal 2027, with 374,109,142 for, 8,902,178 against, and 1,299,377 abstain.

The filing lists Carey Bartell, executive vice president, general counsel and corporate secretary, as the authorized signatory dated September 28, 2026.

By the numbers

• Annual meeting date: September 23, 2026
• Blank-check preferred proposal: 178.7M for / 110.9M against (approved)
• Say-on-pay: 146.9M for / 142.5M against (approved)
• Directors elected: 11 of 11 nominees
• KPMG ratification: 374.1M for / 8.9M against
• CAG midday Monday: ~$14.24 (-0.6% vs Friday close; ~-18% YTD)

Sources

1. Conagra Brands, Inc. Form 8-K (Item 5.07), accepted September 28, 2026 9:19:12 a.m. ET, accession 0000023217-26-000047

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