Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:



Preliminary Proxy Statement



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



Definitive Proxy Statement



Definitive Additional Materials



Soliciting Material Pursuant to Section 240.14a-12

ConAgra Foods, Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



No fee required.



Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[Not Applicable]



Fee paid previously with preliminary materials.



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

[Not Applicable]




*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on September 21, 2012.










OMAHA, NE 68102-5001





Meeting Information


Meeting Type:       Annual Meeting
For holders as of:  July 27, 2012
Date:  September 21, 2012            Time:  1:30 p.m., CT
Location: Witherspoon Concert Hall
                   Joslyn Art Museum
                   2200 Dodge Street
                   Omaha, Nebraska 68102
Directions: Information on how to obtain directions to attend the meeting and vote in person is available by writing to us at Corporate Secretary, ConAgra Foods, Inc., One ConAgra Drive, Omaha, Nebraska 68102

You are receiving this communication because you hold shares in the above named company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.



—  Before You Vote  —

How to Access the Proxy Materials


  Proxy Materials Available to VIEW or RECEIVE:





How to View Online:

  Have the information that is printed in the box marked by the arrow   LOGO   (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

  If you want to receive a paper or e-mail copy of these documents for this stockholder meeting and future stockholder meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:



2) BY TELEPHONE:    1-800-579-1639


3) BY E-MAIL*:  


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   LOGO   (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before September 9, 2012 to facilitate timely delivery.




—  How To Vote  —

Please Choose One of the Following Voting Methods




  Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow   LOGO   available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


  Voting Items    


The Board of Directors recommends a vote FOR the following:






Election of Directors



01)    Mogens C. Bay



07)    Richard H. Lenny

    02)    Stephen G. Butler   08)    Ruth Ann Marshall  
    03)    Steven F. Goldstone           09)    Gary M. Rodkin  
    04)    Joie A. Gregor   10)    Andrew J. Schindler  
    05)    Rajive Johri   11)    Kenneth E. Stinson  
    06)    W.G. Jurgensen    


The Board of Directors recommends a vote FOR the following proposal:






Ratification of the appointment of Independent Auditor



The Board of Directors recommends a vote FOR the following proposal:



Advisory vote to approve named executive officer compensation