UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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))
[XX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CONAGRA FOODS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
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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.
1) Amount Previously Paid:______________________________________________
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4) Date Filed:__________________________________________________________
CONAGRA FOODS
PROXY STATEMENT
for
September 27, 2001
Annual Stockholders' Meeting
of ConAgra Foods, Inc.
CONAGRA FOODS
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
tel: 402-595-4000
Bruce Rohde
Chairman and
Chief Executive Officer
Dear Stockholder:
It's our pleasure to invite you to ConAgra Foods, Inc.'s Annual Meeting
of Stockholders in Omaha on September 27, 2001. In the following pages you'll
find information about the meeting plus a Proxy Statement.
A brief reception will precede the meeting and management presentation,
followed by a question and answer session for stockholders.
If you can't be with us in person, please be sure to vote your shares
by proxy. Just mark, sign and date the enclosed proxy card and return it in the
postage-paid envelope. Stockholders may also vote by telephone or via the
Internet.
Your prompt response will help your Company avoid additional
solicitation costs. In person or by proxy, your vote is important. Thank you!
Sincerely,
/s/ Bruce Rohde
Bruce Rohde
August 24, 2001
CONAGRA FOODS
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
tel: 402-595-4000
James P. O'Donnell
Executive Vice President, CFO
and Corporate Secretary
To ConAgra Foods, Inc. Stockholders:
ConAgra Foods Inc.'s Annual Stockholders' Meeting will be held on
Thursday, September 27, 2001 at the Omaha Civic Auditorium Music Hall, 1804
Capitol Avenue, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m.
Matters to be voted on at the meeting are:
o Election of Directors.
o Ratify appointment of independent auditors for fiscal 2002.
o Act on stockholder proposal.
Stockholders of record as of the close of business on July 31, 2001 are
eligible to vote at the Annual Stockholders' Meeting.
It's important that your shares be represented whether or not you plan
to attend. You may vote by marking, signing and dating the enclosed proxy card
and returning it in the postage paid envelope. Stockholders may also vote by
telephone or via the Internet. If you attend the meeting, you may withdraw your
proxy at that time and vote your shares in person.
By order of the Board of Directors.
/s/ James P. O'Donnell
James P. O'Donnell
August 24, 2001
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 27, 2001
Proxy Solicitation by the Board of Directors
This statement is furnished in connection with the Annual Meeting of
Stockholders to be held at the Omaha Civic Auditorium Music Hall, 1804 Capitol
Avenue, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m. on
September 27, 2001. Stockholders of record at the close of business on July 31,
2001 will be entitled to vote at the meeting.
PROXIES
Your vote is very important. For this reason, the Board of Directors is
requesting that you use the enclosed proxy card to vote your shares. If the
accompanying proxy is executed, the shares represented by the proxy will be
voted as specified. You may also vote your shares by delivering your proxy by
telephone or via the Internet. The Company may retain a proxy solicitor to
assist in the solicitation of proxies, for which the Company would pay usual and
customary fees. This Proxy Statement is being mailed to stockholders on or about
August 24, 2001.
If a broker, bank or other nominee holds your Common Stock, you will receive
instructions from them that you must follow in order to have your shares voted.
If you hold certificate(s) in your own name as a holder of record, you may vote
your Common Stock by signing, dating and mailing the proxy card in the postage
paid envelope provided. Of course, you can always come to the meeting and vote
your shares in person.
You may revoke the proxy before the meeting, whether delivered by telephone,
Internet or through the mail, by using the telephone voting procedures, the
Internet voting procedures or by mailing a signed instrument revoking the proxy
to: James P. O'Donnell, Corporate Secretary, ConAgra Foods, Inc., One ConAgra
Drive, Omaha, Nebraska, 68102; to be effective, a mailed revocation must be
received by the Secretary on or before September 26, 2001. A stockholder may
attend the meeting in person, withdraw the proxy and vote in person.
VOTING SECURITIES
The Company at July 31, 2001 had issued and outstanding 537,298,994 voting
shares of Common Stock. Each share of Common Stock is entitled to one vote.
There were no shares of Preferred Stock outstanding at July 31, 2001.
The presence of a majority of the outstanding Common Stock represented in
person or by proxy at the meeting will constitute a quorum. Shares represented
by proxies that are marked "abstain" will be counted as shares present for
purposes of determining the presence of a quorum. Proxies relating to "street
name" shares that are voted by brokers on some matters will be treated as shares
present for purposes of determining the presence of a quorum, but will not be
treated as shares entitled to vote at the annual meeting on those matters as to
which authority to vote is withheld by the broker ("broker non-votes").
The three nominees receiving the highest vote totals will be elected as
Directors of ConAgra Foods, Inc. Accordingly, abstentions and broker non-votes
will not affect the outcome of the election of Directors.
All other matters to be voted on will be decided by the affirmative vote of
a majority of the shares present or represented at the meeting and entitled to
vote. On any such matter, an abstention will have the same effect as a negative
vote. A broker non-vote will not be counted as an affirmative vote or a negative
vote because shares held by brokers will not be considered entitled to vote on
matters as to which the brokers withhold authority.
VOTING SECURITIES OWNED BY
CERTAIN BENEFICIAL OWNERS
The following stockholders report ownership of more than 5% of the Company's
outstanding common stock:
BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS
AXA Financial Inc. 37,866,232 (1) 7.0%
1290 Avenue of the Americas
New York, NY 10104
State Street Bank and Trust Company 35,042,453 (2) 6.5%
225 Franklin Street
Boston, MA 02110
Cater Allen International Limited 27,973,785 (3) 5.2%
1 Triton Square
London, England
(1) Based on a Schedule 13G report filed February 12, 2001.
(2) Based on a Schedule 13G report filed February 9, 2001.
(3) Based on a Schedule 13G report filed January 5, 2001.
VOTING SECURITIES OWNED BY
EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information on ConAgra Foods, Inc.'s
Common Stock beneficially owned by directors and the executive officers named in
the summary compensation table as of July 31, 2001. No director or executive
officer beneficially owned 1% or more of ConAgra Foods, Inc.'s Common Stock. The
directors and all executive officers as a group beneficially owned 0.9% of
ConAgra Foods, Inc.'s outstanding Common Stock. The shares show as beneficially
owned include shares which executive officers and directors are entitled to
acquire pursuant to outstanding stock options exercisable within sixty days of
July 31, 2001.
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
Mogens C. Bay Common Stock 53,200
John T. Chain, Jr. Common Stock 25,000
Charles M. Harper Common Stock 2,032,808
Robert A. Krane Common Stock 118,412
Mark H. Rauenhorst Common Stock 1,857
Carl E. Reichardt Common Stock 96,400
Bruce Rohde Common Stock 779,736
Ronald W. Roskens Common Stock 87,000
Marjorie M. Scardino Common Stock 80,423
Walter Scott, Jr Common Stock 213,300
Kenneth E. Stinson Common Stock 57,200
Clayton K. Yeutter Common Stock 88,500
Kenneth W. Gerhardt Common Stock 106,118
Dwight J. Goslee Common Stock 256,247
Owen C. Johnson Common Stock 97,960
James P. O'Donnell Common Stock 274,967
Directors and Executive
Officers as a Group Common Stock 4,660,509
(21 Persons)
(1) Shares reported include shares owned by spouses of directors; 45,000 common
shares owned by a charitable foundation for which Mr. Scott is a trustee and
disclaims beneficial ownership; 857 common shares owned by a charitable
foundation for which Mr. Rauenhorst is a director and disclaims beneficial
ownership; and 1,859,904 common shares which directors and executive officers
are entitled to acquire pursuant to stock options exercisable within sixty days
of July 31, 2001.
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of thirteen members,
divided into three classes. Each class serves for three years on a
staggered-term basis. Following the retirement of directors Harper, Scardino,
Scott and Yeutter at the 2001 stockholders meeting, the Board of Directors will
consist of nine members.
The following paragraphs set forth the principal occupation of each director
for the last five years, other positions each has held, the date each was first
elected a director of the Company, the date each director's term expires, and
the age of each director. Directors who are nominees for election at the 2001
Annual Stockholders' Meeting are listed first.
MOGENS C. BAY - Nominee - Omaha, Nebraska
Chairman and Chief Executive Officer of Valmont Industries, Inc. (products for
water management and infrastructure) since January 1997; Director, President and
CEO of Valmont Industries Inc. from 1993 to December 1996. Director of Peter
Kiewit Sons', Inc. and Level 3 Communications, Inc. Mr. Bay has been a director
since 12/12/96. His current term expires 9/27/01. He is 52 years of age.
ALICE B. HAYES - Nominee - San Diego, California
Joined the ConAgra Board of Directors on August 3, 2001. President of the
University of San Diego since 1995. Executive Vice President and Provost of
Saint Louis University from 1989 to 1995. Director of Jack in the Box, Inc. and
Pulitzer, Inc. Her current term expires 9/27/01. She is 63 years of age.
CARL E. REICHARDT - Nominee - San Francisco, California
Retired Chairman of the Board of Directors and Chief Executive Officer of Wells
Fargo & Company and Wells Fargo Bank. Director of HCA-The Healthcare Company,
Ford Motor Co., PG&E Corporation, HSBC Holdings, plc., McKesson HBOC, Inc. and
Newhall Management Corporation. Mr. Reichardt has been a director since 3/1/93.
His current term expires 9/27/01. He is 70 years of age.
The following directors serve for terms that expire after 2001:
JOHN T. CHAIN, JR. - Fort Worth, Texas
Joined the ConAgra Board of Directors on May 4, 2001. Chairman of the Thomas
Group (international management consulting). Retired General, United States Air
Force, former Commander-in-Chief of the Strategic Air Command. Director of RJ
Reynolds Tobacco, Inc., Kemper Insurance Companies and Northrup Grumman, Inc.
His current term expires 9/26/02. He is 64 years of age.
ROBERT A. KRANE - Denver, Colorado
Consultant, KRA, Inc. from September 1990 to 1998; President, Chief Executive
Officer and Director of Central Bancorporation, Inc. from June 1988 until
January 1990; President, COO and Director of Central Bancorporation, 1986 to
1988; Vice Chairman and Director of Norwest Corporation, 1982 to 1985; President
and Director of Norwest Corporation, 1981 to 1982. Mr. Krane has been a
director since 7/20/82. His current term expires 9/25/03. He is 67 years of
age.
MARK H. RAUENHORST - Minnetonka, Minnesota
Joined the ConAgra Board of Directors on May 4, 2001. President and CEO of Opus
Corporation (commercial real estate development and construction). His current
term expires 9/25/03. He is 48 years of age.
BRUCE ROHDE - Omaha, Nebraska
President of ConAgra Foods, Inc. since August 1996, Chief Executive Officer of
ConAgra Foods, Inc. since September 1997 and Chairman of the Board of ConAgra
Foods, Inc. since September 1998. Director of Valmont Industries, Inc. Mr.
Rohde has been a director since 8/26/96. His current term expires 9/25/03. He
is 52 years of age.
RONALD W. ROSKENS - Omaha, Nebraska
President of Global Connections, Inc. (international business consulting). Head
of U.S. Agency for International Development from 1990 until December 1992.
President of University of Nebraska from 1977 to 1989. Mr. Roskens has been a
director since 12/3/92. His current term expires 9/26/02. He is 68 years of age.
KENNETH E. STINSON - Omaha, Nebraska
Chairman and Chief Executive Officer of Peter Kiewit Sons', Inc. (construction
and mining). Director of Valmont Industries, Inc., Kiewit Materials Co., and
Level 3 Communications, Inc. Mr. Stinson has been a director since 12/12/96.
His current term expires 9/26/02. He is 58 years of age.
It is intended that proxies will be voted "FOR" the election of the
above-indicated nominees. In case any nominee shall become 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.
DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis. During
fiscal 2001, the Board met on seven occasions. Each director attended at least
75% of the total number of meetings of the Board and the Committees on which the
director served.
The Board of Directors has assigned certain responsibilities to
committees. The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities by reviewing (1) the financial statements of the
Company, (2) the independence and performance of the Company's independent
auditors and internal auditing department, and (3) the compliance by the Company
with legal and regulatory requirements. The Committee acts under a written
charter, adopted by the Board of Directors, a copy of which is attached as
Appendix A to this proxy statement. The Audit Committee met eight times during
fiscal 2001. In addition, the Chairman of the Audit Committee had periodic
conversations with Company management and representatives of Deloitte & Touche
during the fiscal year. For further information, see "Report of the Audit
Committee". Members of the Audit Committee during fiscal 2001 were Robert A.
Krane (Chairman), Mogens C. Bay, and Kenneth E. Stinson.
The Corporate Affairs Committee advises ConAgra Foods, Inc. management
on external factors and relationships affecting the Company's objectives and
strategies. Focus areas include economics, government, regulation, sustainable
development, community affairs and stockholder relations. During fiscal 2001,
the Corporate Affairs Committee met five times. Members of the Corporate
Affairs Committee during fiscal 2001 were Ronald W. Roskens (Chairman), Mark H.
Rauenhorst, and Marjorie M. Scardino.
The Human Resources Committee reviews and approves the compensation of
employees above a certain position level, reviews proposals relating to
incentive compensation and benefit plans and administers compensation plans
presently in effect for such employees. During fiscal 2001, the Human
Resources Committee met six times. Members of the Human Resources Committee
during fiscal 2001 were Carl E. Reichardt (Chairman), John T. Chain, Jr., Walter
Scott, Jr. and Clayton K. Yeutter.
The Executive Committee generally has authority to act on behalf of the
Board of Directors between meetings. The Executive Committee did not meet during
fiscal 2001. Members of the Executive Committee during fiscal 2001 were Bruce
Rohde (Chairman), Charles M. Harper, Carl E. Reichardt and Walter Scott, Jr.
The Company does not have a standing Nominating Committee.
For their services on the Board, non-employee directors were paid
$40,000 per year for the past fiscal year. The Chairmen of the Human Resources,
Audit, and Corporate Affairs Committees each receive an additional $15,000 per
year in compensation. Each non-employee director receives $1,000 per meeting
attended. Each non-employee director receives without cost a grant of 1,800
shares of ConAgra Foods, Inc. Common Stock per year under the ConAgra Foods,
Inc. 2000 Stock Plan. Non-employee directors also receive an annual grant of
non-statutory options exercisable at fair market value on date of grant to
acquire 9,000 shares of ConAgra Foods, Inc. Common Stock under the ConAgra
Foods, Inc. 2000 Stock Plan.
All directors of ConAgra Foods, Inc. are eligible to participate in the
Directors' Charitable Award Program, in which each director is entitled to name
one or more tax-exempt organizations to which ConAgra Foods, Inc. will
contribute an aggregate of $1 million in four equal annual installments upon the
death of the director. A director is vested in the Program upon completion of
three years of service as a director or upon the death, disability or mandatory
retirement of such director. ConAgra Foods, Inc. maintains insurance on the
lives of its directors to fund the Program. Directors derive no personal
financial benefit from the Program since any insurance proceeds and the
tax-deductible donations accrue solely to the benefit of ConAgra Foods, Inc.
ConAgra Foods, Inc. has entered into various lease agreements with Opus
Corporation or its affiliates. Mark Rauenhorst is beneficial owner and director
of Opus Corporation. The agreements relate to the leasing of land, buildings
and equipment for ConAgra Foods, Inc. in Omaha, Nebraska. ConAgra Foods, Inc.
occupies the buildings pursuant to long term leases with Opus Corporation and
other investors, which leases contain various termination rights and purchase
options. Leases currently effective require annual lease payments by ConAgra
Foods, Inc. of $14,240,960.
ConAgra Foods, Inc. and Mr. Harper are parties to a deferred
compensation agreement dated March 15, 1976, which provided that $25,000 was
accrued for each year of Mr. Harper's employment and is being paid to Mr. Harper
in a series of installments following his termination of employment on May 30,
1993. Pursuant to the agreement, interest is accrued on the balance due at the
rate of 8% per annum.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by
ConAgra Foods, Inc. for services rendered during fiscal years 2001, 2000 and
1999 for the Chief Executive Officer and the next four highest compensated
executive officers of ConAgra Foods, Inc.
SUMMARY COMPENSATION TABLE
--Annual Compensation-- ---Long-Term Compensation---
Restricted Option LTIP All Other
Name/ Fiscal Salary Bonus Stock Awards Grants Payouts Compensation
Principal Position Year ($) ($) (1) (3) ($) (3) (#) (3) ($) (2) ($)
Bruce Rohde 2001 950,472 0 0 300,000 0 31,122
Chairman 2000 950,705 2,440,000 0 225,840 1,185,660 103,588
Chief Executive 1999 950,437 923,700 0 150,042 831,027 58,587
Officer & President
James P. O'Donnell 2001 450,000 0 0 20,000 0 15,846
Executive Vice President, 2000 405,366 404,330 0 75,280 395,220 26,031
Chief Financial Officer, 1999 346,618 125,200 0 50,014 277,009 16,431
Corporate Secretary
Dwight J. Goslee 2001 411,538 150,000 482,500 20,000 0 14,480
Executive Vice President, 2000 350,925 363,380 0 37,640 197,610 22,459
Operations Control & 1999 277,115 100,100 0 50,007 138,505 11,937
Development
Owen C. Johnson 2001 400,000 0 0 20,000 0 14,832
Executive Vice President 2000 360,929 370,900 0 37,640 197,610 23,202
Human Resources and 1999 289,711 202,800 1,035,000 65,192 138,505 15,974
Administration
Kenneth W. Gerhardt 2001 360,000 0 0 15,000 0 12,649
Senior Vice President, 2000 329,419 372,200 0 37,640 197,610 22,368
Chief Information Officer 1999 300,167 210,000 0 25,012 138,505 16,198
(1) Mr. Goslee received a restricted stock award of 25,000 shares on February
27, 2001 which vest 100% on February 27, 2006 and immediately upon death, total
disability or change of control. Mr. Johnson received a restricted stock award
of 40,000 shares on July 10, 1998 in connection with his hiring, which vest 100%
on June 22, 2003 and immediately upon death, total disability or change of
control. Under ConAgra Foods, Inc.'s long-term senior management incentive
program, certain awards are made in restricted stock equivalent units (see
footnote 3 below). The executive receives dividends on the restricted stock and
equivalent units. At the end of fiscal 2001, the aggregate restricted (unvested)
stock and / or equivalent holdings, valued at the closing price on ConAgra
Foods, Inc. Common Stock at May 27, 2001 without giving effect to the diminution
of value attributable to the restrictions on such stock or units were: Mr. Rohde
- $3,605,891 (177,893 shares/units); Mr. O'Donnell - $533,060 (26,298
shares/units); Mr. Goslee - $786,780 (38,815 shares/units); Mr. Johnson -
$1,024,790 (50,557 shares/units); and Mr. Gerhardt - $1,234,139 (60,885
shares/units).
(2) Amounts represent contributions by ConAgra Foods, Inc. to its qualified and
nonqualified 401(k) plans plus the dollar value for term life insurance
premiums. Fiscal year 2001 life premium values are as follows: Mr. Rohde,
$2,622; Mr. O'Donnell, $2,346; Mr. Goslee, $2,134; Mr. Johnson, $2,832; and Mr.
Gerhardt, $1,849.
(3) Prior to fiscal 1999, awards under ConAgra Foods, Inc.'s long-term senior
management incentive program were generally paid 50% in restricted stock and 50%
in cash (and reported in the restricted stock awards and LTIP payout column).
Beginning in fiscal 1999, an amount equal to approximately 50% of the award is
paid in restricted stock equivalent units, and in lieu of cash a separate grant
of stock options is made (exercisable at the market price on the date of grant)
equal to four times the number of restricted stock units. The options are issued
following the end of the fiscal year in which earned (July 2001 for any fiscal
2001 grants) but are based on services performed in the completed fiscal year
and any such grants in July 2001 would be reported above and in the Option Grant
Table as fiscal 2001 grants. For fiscal 1999 and 2000, long-term senior
management incentive program payouts are reflected above in the LTIP payout
column (for the value of restricted stock equivalent units) and in the option
grants column; there were no long-term program payouts for fiscal 2001.
The following table sets forth information on grants of stock options
during the last fiscal year to the executive officers named in the Summary
Compensation Table. No stock appreciation rights were granted during fiscal
2001.
OPTION GRANTS FOR FISCAL YEAR 2001
Individual Grants Grant Date Value
% of Total
Option Grants Per Share
Options To Employees Exercise Expiration Grant Date Present
Granted in Fiscal 2000 Price ($) Date Value ($) (2)
Bruce Rohde (1) 300,000 4.7% 21.00 07/13/2010 1,801,260
James P. O'Donnell (1) 20,000 .03% 21.00 07/13/2010 121,970
Dwight J. Goslee (1) 20,000 .03% 21.00 07/13/2010 121,970
Owen C. Johnson (1) 20,000 .03% 21.00 07/13/2010 121,970
Kenneth W. Gerhardt (1) 15,000 .02% 21.00 07/13/2010 91,478
(1) These options were granted on July 14, 2000 at the then fair market price of
ConAgra Foods, Inc.'s Common Stock. Mr. Rohde's options become exercisable in
10% annual installments commencing July 14, 2000. Mr. O'Donnell's, Mr.
Goslee's, Mr. Johnson's, and Mr. Gerhardt's options become exercisable in 20%
annual installments commencing July 14, 2000. All options shown above become
immediately exercisable upon death, change in control of the company (as defined
in the Stock Plan) or retirement. Shares acquired on exercise of the options
are restricted for one year in case of voluntary termination and in certain
involuntary termination situations as determined by the Human Resources
Committee.
(2) The estimated grant date present value reflected in the above table is
determined pursuant to SEC regulations using the Black-Scholes model. The
material assumptions and adjustments incorporated in the Black-Scholes model in
estimating the value of the option grants reflected in the above table include
the following: (1) exercise price of the options ($21.00) equal to the fair
market value of the underlying stock on the date of grant; (2) expected option
life of six or ten years, based on vesting schedules; (3) dividend yield 2.4%;
(4) risk-free interest rate of 5.17%; (5) expected volatility of 29.0%. The
ultimate value of the grants will depend on the future market price of the
Company's Common Stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option will
depend on the excess of the market value of the Company's Common Stock over the
exercise price on the date the option is exercised.
The following table sets forth information on aggregate option
exercises in the last fiscal year and information with respect to the value of
unexercised options to purchase ConAgra Foods, Inc.'s Common Stock for the
executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001
AND FY-END OPTION VALUES
Unexercised Value of Unexercised
Options Held at FY-End In-the-Money Options
(#) at FY-End ($) (2)
Shares Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (1) ($) ($)
Bruce Rohde 0 0 532,965 582,917 0 0
James P. O'Donnell 18,000 183,375 148,197 105,929 406,589 0
Dwight J. Goslee 15,000 133,125 115,414 71,775 284,928 0
Owen C. Johnson 0 0 38,606 84,226 0 0
Kenneth W. Gerhardt 0 0 51,498 76,154 0 0
(1) Value realized is the difference between the closing price of ConAgra Foods,
Inc.'s Common Stock at the time of exercise and the exercise price of the
options multiplied by the number of shares.
(2) Value shown is the difference between the closing price of ConAgra Foods,
Inc.'s Common Stock on the last trading day of fiscal 2001 and the exercise
price of in-the-money options multiplied by the number of shares subject to
in-the-money options.
The following table provides information concerning participation units
approved by the Human Resources Committee for the executive officers named in
the Summary Compensation Table under the long-term senior management incentive
program. The program is an incentive to management to increase after-tax
earnings per share to a minimum of 5% per year compounded from a five-year
average earnings base lagged eight years. The participants are eligible to share
in an award pool capped at 8% of the excess after-tax earnings over and above
the described compound growth rate. Beginning with the fiscal year 1999, payouts
are made in restricted share equivalent units and stock options. The target
award reflected below is based on a Human Resources Committee approved growth
rate over the base year, with awards at target levels.
LONG-TERM INCENTIVE AWARDS
Performance or Estimated Future Payouts
Number of other Period Until
Shares, Units or Maturation or Threshold Target Maximum
Other Rights Payout (#) (#) (#)
Bruce Rohde 12 (1) 0 74,400 (1) N/A
297,600 (2)
James P. O'Donnell 4 (1) 0 24,800 (1) N/A
99,200 (2)
Dwight J. Goslee 4 (1) 0 24,800 (1) N/A
99,200 (2)
Owen C. Johnson 4 (1) 0 24,800 (1) N/A
99,200 (2)
Kenneth W. Gerhardt 2 (1) 0 12,400 (1) N/A
49,600 (2)
(1) Amount represents the target number of the share equivalent units under the
program and is dependent on both earnings and stock price. See description
above. Any share equivalent units issued under the program are restricted and
will be issued under ConAgra Foods, Inc. stock plans. The participants receive
Common Stock dividend cash equivalents on the share equivalents. The share
equivalent units vest on the fifth anniversary of issuance, or earlier upon
death, normal retirement, permanent disability, or change-in-control. If a
participant terminates employment, the share equivalent units vest 20% per year
of employment post-issuance, unless the termination was for cause. Vested units
are paid in shares of Common Stock.
(2) Amount represents the target number of non-qualified stock options which may
be issued in connection with the incentive program and is dependent on both
earnings and stock price. Such options will be issued under ConAgra Foods, Inc.
stock plans. Any options issued will be exercisable at the market price of
ConAgra Foods, Inc.'s Common Stock on the date of grant.
BENEFIT PLANS AND RETIREMENT PROGRAMS
ConAgra Foods, Inc. maintains a non-contributory defined benefit
pension plan for all eligible employees. Certain ConAgra Foods, Inc. employees,
including executive officers, participate in a supplemental retirement plan
designed to provide pension benefits to which such persons would be entitled,
but for the limit on the maximum annual benefits payable under the Employee
Retirement Income Security Act of 1974 and the limit under the Internal Revenue
Code on the maximum amount of compensation which may be taken into account under
ConAgra Foods, Inc.'s basic defined benefit pension plan.
The following table shows typical annual benefits computed on the basis
of a straight life annuity payable on a combined basis under the basic pension
program and the supplemental retirement plan, based upon retirement in 2001 at
age 65, to persons in specified remuneration and credited years-of-service
classifications. Annual retirement benefits set forth below are not subject to
reduction for social security or other offset amounts.
PENSION PLAN TABLE
Credited Years of Service
Final Average
Remuneration 10 15 20 25 30 35 40
$ 50,000 $ 5,600 $ 8,300 $ 11,100 $ 13,900 $ 16,700 $ 19,500 $ 22,300
100,000 12,800 19,100 25,500 31,900 38,300 44,700 51,100
150,000 20,000 29,900 39,900 49,900 59,900 69,900 79,900
200,000 27,200 40,700 54,300 67,900 81,500 95,100 108,700
250,000 34,400 51,500 68,700 85,900 103,100 120,300 137,500
500,000 70,400 105,500 140,700 175,900 211,100 246,300 281,500
1,000,000 142,400 213,500 284,700 355,900 427,100 498,300 569,500
1,500,000 214,400 321,500 428,700 535,900 643,100 750,300 857,500
2,000,000 286,400 429,500 572,700 715,900 859,100 1,002,300 1,145,500
2,500,000 358,400 537,500 716,700 895,900 1,075,100 1,254,300 1,433,500
Benefits under these plans are based on credited years of service and
final average remuneration (generally the highest five consecutive years of
compensation out of the last ten years of service for ConAgra Foods, Inc.).
Covered compensation includes salary and normal bonus. As of May 27, 2001, the
named executive officers who participate in the defined benefit pension plan had
the following credited years of service: Mr. Rohde, 12 years; Mr. O'Donnell, 23
years; Mr. Johnson, 2 years; Mr. Goslee, 16 years; and Mr. Gerhardt, 3 years.
ConAgra Foods, Inc. has conditional employment agreements with certain
officers, including all executive officers named in the summary compensation
table. The employment agreements require the individuals to support the position
of the Board of Directors with respect to any event by which another entity
would acquire effective control of ConAgra Foods, Inc. (as defined in the
agreements) through a tender offer or otherwise. In consideration of this
promise, ConAgra Foods, Inc. agrees to employ the individual for three years
after the event by which another entity acquires effective control of ConAgra
Foods, Inc. During that three-year period, the individual would receive annually
an amount not less than the individual's current annual compensation, plus the
greater of (i) the individual's maximum allowable short-term incentive
compensation (as defined in the agreement) or (ii) the individual's highest
short-term incentive award during the prior three fiscal years, plus an amount
equal to the individual's highest per unit award under the long-term
compensation plan made during the three fiscal years immediately preceding such
acquisition of control multiplied by the number of participation units for the
current fiscal year. In addition, the individual would be entitled to those
retirement benefits receivable had the individual worked to normal retirement
age.
ConAgra Foods, Inc. must satisfy this obligation through a trust
payable to the employee beginning at retirement age. If the employee is
involuntarily terminated or constructively terminated (as defined in the
agreements) during the three-year employment period, ConAgra Foods, Inc. is
required to pay the individual the amount of annual and incentive compensation
described above for any remainder of the three-year period plus a full year's
compensation and maximum incentive payments, and shall also be obligated to
provide the described retirement benefits through a trust.
In addition, the employee shall receive an amount equal to the
difference between the highest tender offer price by the acquiring entity over
the closing price of ConAgra Foods, Inc. Common Stock on the date of
termination, multiplied by the number of ConAgra Foods, Inc. shares owned by the
employee on the date of termination (including for this purpose, options granted
under Stock Plans.) If the employee voluntarily terminates during the three-year
period, ConAgra Foods, Inc. remains obligated to make the previously described
retirement payments and the payments described in the preceding sentence.
ConAgra Foods, Inc. is also required to make a gross-up payment to the employee
if any payment to the employee is subject to an excise tax under Section 4999 of
the Internal Revenue Code.
ConAgra Foods, Inc. adopted in 1989 the ConAgra Foods, Inc. Incentives
and Deferred Compensation Change in Control Plan. Under this plan, in the event
of a change in control of ConAgra Foods, Inc. (as defined in the plan), all
benefits, payments and deferred compensation under ConAgra Foods, Inc.'s various
incentive, bonus, deferred compensation and similar arrangements, for all
employees participating under the applicable plans, become immediately
non-forfeitable. In addition, a participant under any of the plans who is
terminated after a change in control shall receive a pro rata benefit based on
the portion of the year for which the participant was employed.
ConAgra Foods, Inc. and Mr. Rohde are parties to an employment
agreement effective August 26, 1996. Mr. Rohde receives as compensation (1) a
base salary of not less than $750,000 per annum, (2) participation in ConAgra
Foods, Inc.'s Executive Annual Incentive Plan with a target bonus of not less
than 80% of base salary and (3) participation in the Long-Term Senior Management
Incentive Program. Mr. Rohde received on August 26, 1996 an award of 200,000
(post-1997 stock split) restricted shares vesting at the rate of 10% per year
and an option to acquire 200,000 (post-1997 stock split) shares of stock
exercisable at fair market value on the date of grant and vesting at the rate of
20% per annum. If Mr. Rohde is terminated without cause or voluntarily
terminates with good reason (all as defined in the employment agreement), his
then current base salary continues for a period of 24 months and all options and
restricted shares immediately vest. The options and restricted shares also vest
upon death or permanent disability. The employment agreement imposes certain
noncompetition and confidentiality agreements on Mr. Rohde.
HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
ConAgra Foods, Inc.'s executive compensation plans are administered by
the Human Resources Committee of the Board of Directors (the "Committee"). The
Committee is composed of non-employee directors. The Committee has the
responsibility to establish, review and change the compensation programs for
ConAgra Foods, Inc.'s executive officers.
ConAgra Foods Inc.'s Compensation Philosophy
ConAgra Foods, Inc.'s compensation philosophy has been consistent for
many years. The Committee established ConAgra Foods, Inc.'s long-term executive
compensation plans with a view that benefits payable under short-term incentive
plans are geared to performance in the current fiscal year, while benefits
payable under the long-term incentive plans are designed to motivate executives
for measured performance over time.
The Committee believes that ConAgra Foods, Inc.'s executives should
hold a significant ownership in ConAgra Foods, Inc. Common Stock. Such stock
ownership is expected to result in executive decision-making which is in the
best long-term interests of ConAgra Foods, Inc. and its stockholders. The
Committee has structured ConAgra Foods, Inc.'s long-term incentives to be
totally stock-based.
ConAgra Foods, Inc.'s executive compensation consists of three
components: base salary, short-term incentives and long-term incentives. The
Committee approved and administered the executive compensation programs within
each of these components during fiscal 2001.
The Committee has reviewed ConAgra Foods, Inc.'s compensation plans in
light of Internal Revenue Code provisions relating to the disallowance of
deductions for nonperformance-based remuneration in excess of $1,000,000 to
certain executive officers. The Committee intends to structure ConAgra Foods,
Inc.'s executive compensation plans so that payments thereunder will generally
be fully deductible. However, ConAgra Foods, Inc. may occasionally grant
restricted shares or compensation in excess of $1,000,000 for specific reasons
which would not qualify as deductible performance-based remuneration.
Base Salary
The Committee establishes the salary ranges for executive positions in
relation to the median pay for similar positions in the food industry. The base
salary for each executive officer is established based on individual performance
and contribution to the profitability of ConAgra Foods, Inc., considering the
competitiveness of the total compensation package. The Committee periodically
uses outside consultants and published compensation survey data to review
competitive rates of pay and establish salary ranges. There was no change in Mr.
Rohde's base salary in fiscal 2001.
Short-Term Incentives
The Committee believes that an executive's contribution toward
achieving ConAgra Foods, Inc.'s growth in earnings per share, annual operating
profit plans, and annual return on equity performance should form the basis for
short-term incentives. The Committee establishes performance goals at the
beginning of each fiscal year tied to the attainment of annual company-wide or
business unit profit plans. Executive officers are assigned threshold and target
short-term bonus award opportunities. The short-term incentive target, plus base
salary, is intended to provide a fully competitive annual cash compensation
program for ConAgra Foods, Inc.'s executives when business and individual goals
are met. The short-term incentive for ConAgra Foods, Inc.'s executive officers
in fiscal 2001 was established under the Executive Annual Incentive Plan, which
stockholders approved in 2000.
The target goals for fiscal 2001 were based on achievement of earnings
per share objectives and return on equity objectives for ConAgra Foods, Inc. The
target goals were not attained and no short-term incentives were paid for fiscal
2001 performance.
Long-Term Incentives
ConAgra Foods, Inc.'s long-term incentives for executive officers are
provided through a long-term senior management incentive program and stock plans
adopted in 1985, 1990, 1995 and 2000.
The long-term senior management incentive program rewards participants,
including executive officers, based on ConAgra Foods, Inc.'s ability to increase
earnings per share, with awards at target levels. The Committee selects
participants, including executive officers, on an annual basis, and the
participants are eligible to share in an award pool capped at 8% of ConAgra
Foods, Inc.'s excess after-tax earnings over and above a minimum 5% compound
growth rate from a five-year average earnings base. The award is issued in the
form of restricted share equivalent units, vesting generally on the fifth
anniversary of issuance, and stock options. The Chief Executive Officer
participated in the long-term senior management incentive program during fiscal
2001 at an award level generally equal to three times the award level of the
next highest executive officer named in the Summary Compensation Table. This
higher level of participation reflects the Committee's judgment as to the duties
and responsibilities required of the Chief Executive Officer position and his
expected contributions to the Company's profitability. There were no payments
under the long-term senior management incentive program for fiscal 2001
performance.
The Committee also administers ConAgra Foods, Inc.'s stock plans, which
authorize various stock-based incentives, including grants of stock options and
restricted stock. The Committee generally grants options on an annual basis
representing up to 1.25% of ConAgra Foods, Inc.'s outstanding Common Stock.
During fiscal 2001, options were granted to 1,978 ConAgra Foods, Inc. employees,
including all of ConAgra Foods, Inc.'s executive officers. The Committee grants
stock options at the prevailing market price of ConAgra Foods, Inc.'s Common
Stock and such options therefore have value only if ConAgra Foods, Inc.'s stock
price increases. Most option grants for executive officers vest in 20% annual
installments beginning on the last day of the fiscal year following the date of
grant, and the executive officer must be employed by ConAgra Foods, Inc. at the
time of vesting at the end of the fiscal year in order to exercise the options.
The Committee granted 300,000 non-qualified options to the Chief Executive
Officer in July 2001 following its review of an independent compensation
consultant's report on competitive equity based compensation.
ConAgra Foods, Inc. Human Resources Committee
Carl E. Reichardt, Chairman
John T. Chain, Jr.
Walter Scott, Jr.
Clayton K. Yeutter
AUDIT COMMITTEE REPORT
The Audit Committee is composed of three directors, each of whom meets
the independence and experience requirements of the New York Stock Exchange. The
Committee acts under a written charter, adopted by the Board of Directors, a
copy of which is included in this proxy statement as Appendix A.
ConAgra Foods, Inc.'s management is responsible for the Company's
financial reporting process and internal controls. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles. The Audit
Committee oversees the Company's financial reporting process and internal
controls on behalf of the Board of Directors.
Pursuant to the Audit Committee charter, the Committee has the
authority to conduct investigations within the scope of its responsibilities and
to retain legal, accounting and other advisors to assist the Committee in its
functions. During fiscal 2001, the Committee undertook an investigation of
certain accounting practices at the Company's United Agri Products subsidiary,
and retained special counsel in connection with such investigation. The
investigation resulted in a restatement of the Company's financial statements
for fiscal years 1997-2000.
During the last fiscal year, the Audit Committee met and held
discussions with representatives of ConAgra Foods, Inc.'s management, its
internal audit staff, and Deloitte & Touche, independent auditors.
Representatives of financial management, the internal audit staff, and the
independent auditors have unrestricted access to the Audit Committee and
periodically meet privately with the Audit Committee. The Audit Committee
reviewed and discussed with ConAgra Foods, Inc.'s management and Deloitte &
Touche the audited financial statements contained in the Company's Annual Report
on Form 10-K for the fiscal year ended May 27, 2001.
The Committee also discussed with the independent auditors other
matters required to be discussed by the auditors with the Committee under the
Statement on Auditing Standards No. 61 (communication with audit committees).
The Committee received and discussed with the independent auditors their written
report on their independence from the Company and its management, which is made
under Independence Standards Board Standard No. 1 (independence discussions with
audit committees). The Committee also considered whether the provision of
financial information systems design and implementation services and other
non-audit services provided by Deloitte & Touche to the Company during fiscal
2001 was compatible with the auditors' independence.
Based on these reviews and discussions, and the report of the
independent auditors, the Audit Committee has recommended to the Board of
Directors, and the Board has approved, that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
May 27, 2001 for filing with the Securities and Exchange Commission.
ConAgra Foods, Inc. Audit Committee
Robert A. Krane, Chairman
Mogens C. Bay
Kenneth E. Stinson
COMPARATIVE STOCK PERFORMANCE
The comparative stock performance graphs shown below compare the yearly
change in cumulative value of ConAgra Foods, Inc.'s Common Stock with certain
Index values for both five- and ten-year periods ended May 2001. Both graphs set
the beginning value of ConAgra Foods, Inc. Common Stock and the Indices at $100.
All calculations assume reinvestment of dividends. The performance graphs
compare ConAgra Foods, Inc. with the Standard and Poor's (S&P) 500 Stock Index
and the S&P Food Group Index. All Index values are weighted by capitalization of
companies included in the group.
FIVE YEAR COMPARISON
Starting
Basis 1996 1997 1998 1999 2000 2001
----------------- -------------- -------------- --------------- -------------- --------------- --------------
ConAgra 100.00 144.67 142.79 130.37 119.53 112.55
S&P 500 100.00 129.40 169.09 204.65 226.07 202.22
S&P Foods 100.00 131.94 178.57 157.68 143.00 164.80
TEN YEAR COMPARISON
Starting
Basis
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
------------ --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
ConAgra 100.00 86.32 85.59 100.54 119.67 156.26 226.06 223.12 203.71 186.78 175.87
S&P 500 100.00 109.83 122.56 127.74 153.48 197.10 255.05 333.28 403.37 445.60 398.59
S&P Foods 100.00 104.68 109.77 109.04 137.53 162.05 213.80 289.36 255.51 231.72 267.06
ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Deloitte & Touche has been appointed by the Board of
Directors to conduct the fiscal 2002 audit of the Company's financial
statements. The same firm conducted the fiscal 2000 and 2001 audits. Fees billed
by Deloitte & Touche to the Company for services during the fiscal year ended
May 27, 2001 were:
Audit Fees. Deloitte & Touche billed the Company an aggregate of
$3,805,800 for professional services rendered in connection with the audit of
the Company's fiscal 2001 annual financial statements and Deloitte & Touche's
review of the Company's quarterly financial statements during fiscal 2001.
Financial Information Systems Design and Implementation Fees. Deloitte
& Touche billed the Company an aggregate of $3,732,300 for information
technology services during fiscal 2001.
All Other Fees. Deloitte & Touche billed the Company an aggregate of
$14,289,300 for all other non-audit services during fiscal 2001. Such services
included work by the Deloitte & Touche Forensic Unit in connection with the
Audit Committee's investigation of certain accounting practices at the Company's
United Agri Products subsidiary. Deloitte & Touche's Forensic Unit was hired by
special counsel to the Audit Committee to perform such services.
The Board of Directors requests that stockholders ratify the
appointment of Deloitte &Touche as independent auditors to conduct the 2002
audit of the Company's financial statements. Representatives from Deloitte &
Touche will be present at the annual Stockholder's meeting. The representatives
will have the opportunity to make a statement if they so desire and will also be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 2.
ITEM 3: STOCKHOLDER PROPOSAL - DECLASSIFIED BOARD
The Company has been informed that the Amalgamated Bank of New York
LongView Collective Investment Fund, 11-15 Union Square, New York, NY 10003,
which reports an ownership of 169,764 shares of ConAgra Foods Common Stock,
intends to introduce the following resolution at the Annual Meeting:
RESOLVED: That the shareholders of ConAgra Foods, Inc. ("ConAgra" or
"the Company") urge their Board of Directors to take the necessary steps, in
compliance with the state law, to declassify the Board for the purpose of
director elections. The Board's declassification shall be completed in a manner
that does not affect the unexpired terms of directors previously elected.
Proponent's Statement of Support
The Company's board is divided or "classified" into three classes of
directors serving staggered three-year terms. This means an individual director
faces election only once every three years, and shareholders only vote on
roughly a third of the board each year.
We believe that annual elections can pave the way for improved board
sensitivity to important shareholder issues. In particular, it can help speed
the diversification of the Company's Board and introduce new perspectives.
In addition, a declassified board allows the company to respond quickly
to changes by giving the board the ability to appoint more qualified candidates
each year. A declassified board can help give ConAgra the flexibility it needs
as it moves into the next century.
The evidence shows that shareholders are increasingly dissatisfied with
classified boards. Within the past year, shareholders adopted resolutions
recommending board declassification at a number of companies, including Airborne
Freight (73% of votes cast), Baxter International (60.4%), Eastman Chemical
(70%), Eastman Kodak (60.7%), Lone Star Steakhouse & Saloon, Inc. (79%), Silicon
Graphics (81.1%), United Health Group (75.7%), Weyerhaeuser (58%). A bylaw
proposal at K Mart received 68.5% of the shares voted, but fell short of the
percentage of outstanding shares needed for adoption. In 1999, shareholders
recommended declassifying the board at Cendant, Cooper Tire & Rubber, Kaufman &
Broad Home, Oregon Steel and Tenneco. In 1998, Walt Disney Company agreed to
change its by-laws after a similar resolution passed with 65% of the vote. The
same year, over 70% of votes cast favored the same reform at Fleming and Eastman
Kodak.
By adopting annual elections, the Company can demonstrate its
commitment to fuller accountability to shareholders, accountability that honors
shareholder prerogatives.
We urge our fellow shareholders to vote FOR this proposal.
Board Recommendation
Under the Company's Certificate of Incorporation, the Board of
Directors is divided into three classes with directors elected to staggered
three-year terms. Approximately one-third of the directors stand for election
each year. The stockholders of the Company approved this classified board
structure in 1977. The Board of Directors believes the Company benefits from a
classified board structure for several reasons.
The three-year staggered term is designed to provide stability since a
majority of the Company's directors at any given time will have prior experience
as directors of the Company. This ensures that the Board of Directors has
experience-based knowledge of the Company's business and strategy. A classified
board also permits long-term strategic planning by ensuring experienced
representation of the long-term interests of the Company and its stockholders.
The current classified board members are accountable to stockholders
just like annually elected directors. All directors are required to uphold their
fiduciary duties to the Company and its stockholders, regardless of the length
of their term of office. In addition, directors of the Company are compensated,
in part, with shares of the Company's Common Stock. Stock-based compensation
aligns the interests of directors with those of the Company and its stockholders
by providing directors with an ownership stake in the Company.
The adoption of this proposal would not declassify the Board of
Directors. The proposal requests that the Board of Directors take the necessary
steps to declassify. Under Delaware law and the Company's Certificate of
Incorporation, declassification could only occur through an amendment to the
Certificate of Incorporation approved by (1) 80% of the Company's outstanding
voting stock or (2) a majority of the Company's outstanding voting stock and at
least 75% of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL. THE
PROXY SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THE PROPOSAL
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
FISCAL 2002 STOCKHOLDERS PROPOSALS
Proposals of stockholders intended to be presented in the 2002 Annual
Meeting proxy statement must be received by the Company no later than April 26,
2002.
The Company's Bylaws set forth certain procedures which stockholders
must follow in order to nominate a director or present any other business at an
Annual Stockholders' Meeting. Generally, a stockholder must give timely notice
to the Secretary of the Company. To be timely, such notice for the 2002 annual
meeting must be received by the Company at One ConAgra Drive, Omaha, NE
68102-5001, not less than 90 nor more than 120 days prior to the first
anniversary of the 2001 annual meeting. However, if the date of the 2002 annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, such notice must be received by the Company not later
than the 90th day prior to such meeting day or the tenth day following public
announcement of such meeting date.
The Bylaws specify the information which must accompany any such
stockholder notice. Any stockholder may obtain details on the provisions of the
Bylaws from the Corporate Secretary of the Company.
OTHER MATTERS
Neither the Board of Directors nor management intends to bring any
matter for action at the Annual Meeting of Stockholders other than those matters
described above. If any other matter or any proposal should be presented and
should properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter and upon such proposal in
accordance with their best judgment.
APPENDIX A
Audit Committee Charter
Audit Committee Structure, Composition and Processes
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities by reviewing (1) the
financial statements of the Company, (2) the independence and performance of the
Company's independent auditors and internal auditing department, and (3) the
compliance by the Company with legal and regulatory requirements. The Committee
shall be comprised of at least three directors appointed by the Board and shall
meet the independence and experience requirements of the New York Stock
Exchange.
The Committee shall have the responsibilities described in this
Charter. This Charter has been adopted by the Board of Directors. The Audit
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. The Committee shall
meet at least four times a year, or more frequently as the Committee considers
necessary.
The Committee's function is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the independent auditors are responsible for auditing those
financial statements. In carrying out its oversight responsibilities, the
Committee is not providing any expert or special assurance as to the Company's
financial statements. The Committee has the authority to conduct investigations
within the scope of its responsibilities and to retain legal, accounting and
other advisors to assist the Committee in its functions.
Independent Auditor Selection and Evaluation
o The Committee shall recommend to the Board the appointment of the
independent auditors (subject to stockholder approval), which firm is
ultimately accountable to the Audit Committee and the Board. The Committee
shall approve the fees to be paid to the independent auditors.
o The Committee shall evaluate the performance of the independent auditors
and, if appropriate, recommend that the Board replace the independent
auditors.
Proxy Statement Report
o The Committee shall review and discuss the annual audited financial
statements with management and the independent auditors.
o The Committee shall discuss with the independent auditors certain matters
regarding the conduct of the annual audit as required by Statement on
Auditing Standards No. 61, such as significant audit adjustments and
significant accounting policies.
o The Committee shall receive periodic reports from the independent auditors
regarding the auditor's independence (including the disclosures required by
Independence Standards Board Standard No.1), discuss such reports with the
auditors, and take appropriate action to oversee the independence of the
auditors.
o The Committee shall determine whether to recommend to the Board that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for filing with the Securities and Exchange Commission.
o The Committee shall prepare the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual
proxy statement.
Additional Independent Auditor Action
o The Committee shall meet with the independent auditors prior to the annual
audit to review the scope, planning and staffing of the audit.
o The Committee shall review with the independent auditors any significant
problems or difficulties that the auditors may have encountered in
connection with the audit, and review significant issues raised by the
management letter provided by the auditors and the Company's response to
those issues. The Committee shall ensure that the independent auditors
review the Company's quarterly financial statements prior to filing with the
Securities and Exchange Commission; the Committee, or its Chairman, shall
discuss such review with the independent auditors and management prior to
such filing of the Company's Form 10-Q.
Reports to the Audit Committee
o The Committee shall review significant changes to the Company's auditing and
accounting principles and practices as suggested by the independent
auditors, internal auditors or management.
o The Committee shall provide oversight of the Company's internal audit
function, including reviewing reports on the organizational structure,
budget, plans and results of internal audit activities.
o The Committee shall review the appointment and replacement of the senior
internal auditing executive, and review significant issues identified by the
internal auditing department.
o The Committee shall obtain reports from management, the Company's internal
auditing department, the Company's independent auditors, and the Company's
general counsel with respect to (1) the Company's policies and procedures
regarding compliance with applicable laws and regulations, (2) the Company's
processes for controlling significant financial risk exposures, and (3) the
status of significant legal matters.
o The Committee shall meet privately at least annually with the Chief
Financial Officer and/or Controller, the senior internal auditing executive
and the independent auditors. The Committee may request any member of
management to attend a meeting of the Committee.
ConAgra Foods
Proxy Services
P.O. Box 9112
Farmlingdale, NY 11735
There are three ways to vote your Proxy.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
Telephone and Internet voting are available until 11:59 p.m. (ET) on September
26, 2001.
VOTE BY PHONE - 1-800-690-6903
1. Read the accompanying Proxy Statement and this proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12-digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM
1. Read the accompanying Proxy Statement and this proxy card.
2. Go to website www.proxyvote.com
3. Enter your 12-digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY MAIL
1. Read the accompanying Proxy Statement and this proxy card.
2. Mark, sign and date your proxy card.
3. Return it in the enclosed postage-paid envelope.
If you vote by Phone or Internet, please do not mail your Proxy Card.
ConAgra Foods, Inc.
The Board of Directors recommends a vote
FOR Items 1 and 2. To withhold authority to vote, mark
For Withhold For All "For All Except" and write the
All All Except the nominee's name on the line below.
Item 1. Elect Directors - Nominees: Mogens C. Bay,
Alice B. Hayes, Carl E. Reichardt [_] [_] [_] ____________________________________
For Against Abstain
Item 2. Ratify the appointment of Independent Auditors [_] [_] [_]
The Board of Directors recommends a vote AGAINST Item 3. For Against Abstain
Item 3. Stockholder Proposal - Declassify Board [_] [_] [_]
This proxy will be voted as directed, or if no direction is indicated, will be
voted as recommended by the Board of Directors. This proxy is solicited on
behalf of the Board of Directors.
NOTE: Please sign as name appears here. Joint owners should each sign. When
signing as an attorney, executor, administrator, trustee or guardian,
give full title.
|____________________________________|________|
Signature (PLEASE SIGN WITHIN BOX) Date
|____________________________________|________|
Signature (Joint Owners) Date
This is Your ConAgra Foods
PROXY CARD
Please vote and sign on reverse side
This proxy is solicited by your Board of Directors for the
September 27, 2001 Annual Stockholders Meeting
The undersigned stockholder appoints each of B. Rohde and C. Reichardt
attorney and proxy, with full power of substitution, on behalf of the
undersigned and with all powers the undersigned would possess if personally
present, to vote all shares of Common Stock of ConAgra Foods, Inc., that the
undersigned would be entitled to vote at the above Annual Meeting and any
adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
SPECIFIC INSTRUCTIONS AS INDICATED ON THE REVERSE SIDE OF THIS PROXY. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2, AND AGAINST
ITEM 3.
Voting by mail. If you wish to vote by mailing this proxy, please sign your
name exactly as it appears on this proxy and mark, date and return it in the
enclosed envelope. When signing as attorney, executor, administrator, trustee,
guardian or officer of a corporation, please give your full title as such.
(This proxy is continued on the reverse side)