CONAGRA BRANDS INC.

The proposal requests that the Board adopt a policy requiring shareholder approval prior to issuance of any “blank-check” preferred stock, except when used for ordinary business purposes such as raising capital or making acquisitions and when there is no intent to alter voting control. Proponents argue blank-check preferred stock can be structured with special voting or conversion features and therefore be used to dilute common shareholders’ voting power or to entrench management. The proposal emphasizes transparency and accountability by ensuring shareholders approve any issuance that could materially affect control or shareholder rights. It would not prevent ordinary capital-raising or acquisition activity that does not intend to change voting power.