SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CONAGRA, INC.
------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) 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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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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[ ] 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
Philip B. Fletcher
Chairman of the Board
Chief Executive Officer
Corporate Headquarters
Dear Stockholder:
It's our pleasure to invite you to ConAgra's Annual Meeting of
Stockholders in Omaha on September 28, 1995. In the following
pages you'll find information about the meeting plus a Proxy
Statement.
This year we are streamlining our annual meeting to reduce
expense and concentrate on the three business matters set forth
in this Proxy Statement. We will welcome Stockholder questions
following the business meeting, which should be conducted in
about 15 minutes. As always, please write or call anytime you
have questions or comments about our company.
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. Your
prompt return of the card will help your Company avoid additional
solicitation costs. In person or by proxy, your vote is
important.
Sincerely,
PHILIP B. FLETCHER
Philip B. Fletcher
August 21, 1995
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
L.B. Thomas
Senior Vice President
Risk Officer and
Corporate Secretary
To ConAgra Stockholders:
ConAgra's annual stockholders' meeting will be held on
Thursday, September 28, 1995 at a new time and place. The
meeting will begin promptly at 1:30 p.m. in the Witherspoon
Concert Hall of the Joslyn Art Museum, 2200 Dodge Street, Omaha,
Nebraska. Please note the new location and format.
Like many companies, ConAgra is streamlining its meeting
format this year, and more services are being provided that can
benefit all shareholders, like the new Shareholder Service Plan,
electronic dividend payment and telephonic shareholder infor-
mation systems.
This year there will be no pre-metting activities or
refreshments. The brief business meeting will be followed by
a question and answer session for stockholders. The three
matters to be votd on at this meeting are:
Item 1. Elect directors.
Item 2. Approve 1995 Stock Plan.
Item 3. Approve independent accountants for Fiscal 1996.
Stockholders of record as of the close of business on
1995 are eligible to vote at the Annual Stockholders' August 4,
meeting.
It is important that your shares be represented whether or
not you plan to attend. So please sign the enclosed proxy and
return it promptly in the envelope provided. 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.
L. B. THOMAS
L. B. Thomas
August 21, 1995
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 28, 1995
Proxy Solicitation by the Board of Directors
This statement is furnished in connection with the Annual
Meeting of Stockholders to be held at the Joslyn Art Museum,
2200 Dodge Street, Omaha, Nebraska, at 1:30 p. m. on
September 28, 1995. Stockholders of record at the close of
business on August 4, 1995 will be entitled to vote at the
meeting.
PROXIES
Proxies are being solicited by the Board of Directors of the
Company. The Company will bear all costs of the solicitation.
If the accompanying proxy is executed and returned, the shares
represented by the proxy will be voted as specified therein, but
the stockholder may revoke the proxy before the meeting by
mailing a signed instrument revoking the proxy to: L. B. Thomas,
Secretary, ConAgra, Inc., One ConAgra Drive, Omaha, Nebraska,
68102; to be effective, a mailed revocation must be received by
the Secretary on or before September 25, 1995. A stockholder
may attend the meeting in person, withdraw the proxy and vote in
person. This Proxy Statement is being mailed to stockholders on
or about August 21, 1995.
VOTING SECURITIES
The Company at August 4, 1995 had issued and outstanding
242,486,552 voting shares of Common Stock, 26,192 voting shares
of Class D Preferred Stock and 12,643,570 voting shares of $25
Class E Preferred Stock. All outstanding stock, common and
preferred, votes as one class. All holders of Common and Class D
Preferred Stock are entitled to one vote for each share of stock
held by them, and all holders of $25 Class E Preferred Stock are
entitled to .17 votes for each share of stock held by them. A
maximum of 244,662,151 votes may be cast at the September 28
meeting.
The presence of a majority of the combined outstanding shares
of Common Stock and Preferred 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 four nominees receiving the highest vote totals will be
elected as Directors of ConAgra. 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 AND OWNERSHIP BY
CERTAIN BENEFICIAL OWNERS
No stockholder is known by the Company to beneficially own
more than 5% of the Company's outstanding Common Stock as
of August 4, 1995. As of such date, holders known to ConAgra
to beneficially own more than 5% of ConAgra's outstanding
Class E Preferred Stock were: Lord Abbett & Co., which reported
on Schedule 13F, voting authority for 1,444,900 shares, or 10.56%
as of June 30, 1995; and The Capital Group, Inc., which reported
on Schedule 13G, investment discretion over various institutional
accounts which held 1,510,140 shares, or 10.64% as of February 8,
1995.
VOTING SECURITIES OWNED BY EXECUTIVE OFFICERS
AND DIRECTORS AS OF August 4, 1995
The following table shows certain information with respect
to ConAgra's common stock and Class E Preferred Stock
beneficially owned by directors and executive officers as of
August 4, 1995. No director or executive officer beneficially
owned 1% or more of any class of ConAgra's voting securities.
The directors and executive officers as a group beneficially
owned 2.4% of ConAgra's outstanding voting securities. The
shares shown as beneficially owned include shares which executive
officers and directors are entitled to acquire pursuant to out-
standing stock options exercisable within sixty days of August 4,
1995.
<TABLE>
<CAPTION>
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
<S> <C> <C>
Philip B. Fletcher Common Stock 671,862
C. M. Harper Common Stock 1,412,806
Robert A. Krane Common Stock 47,706
Gerald Rauenhorst Common Stock 116,123
Carl E. Reichardt Common Stock 15,800
Ronald W. Roskens Common Stock 11,100
Marjorie Scardino Common Stock 5,400
Walter Scott, Jr. Common Stock 74,250
William G. Stocks Common Stock 304,226
Jane Thompson Common Stock 200
Frederick B. Wells Common Stock 142,645
Thomas R. Williams Common Stock 53,241
Clayton Yeutter Common Stock 11,300
Leroy Lochmann Common Stock 147,055
Albert Crosson Common Stock 135,206
Class E Preferred Stock 2,300
Floyd McKinnerney Common Stock 324,321
James D. Watkins Common Stock 995,376
Directors and Executive
Officers as a Group Common Stock 5,939,252
(25 Persons)
<FN>
(1) Shares reported include shares owned by spouses of
directors; 22,500 common shares owned by a charitable foundation
for which Mr. Scott is a trustee and disclaims beneficial
ownership; 33,204 common shares owned by a charitable foundation
for which Mr. Rauenhorst is a director and disclaims beneficial
ownership; 120,617 common shares owned by trusts for Mr. Watkin's
children for which Mr. Watkins disclaims beneficial ownership;
and 916,042 common shares which directors and executive officers
are entitled to acquire pursuant to stock options exercisable
within sixty days of August 4, 1995.
</TABLE>
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.
The terms of the following directors expire at the annual
meeting to be held on September 28, 1995: C. M. Harper, Carl E.
Reichardt, Marjorie M. Scardino and William G. Stocks. The Board
of Directors' nominees to positions on the Board expiring in
September 1998 are: C. M. Harper, Carl E. Reichardt, Marjorie M.
Scardino and William G. Stocks.
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
1995 stockholders' meeting are listed first.
C. M. HARPER - Nominee - Omaha, Nebraska.
Chairman & Chief Executive Officer, RJR Nabisco, Inc. and RJR
Nabisco Holdings Corporation since June 1993; Chairman of the
Board of Directors of ConAgra from 1981 until May 1993; Chief
Executive Officer of ConAgra from 1976 until Sept. 1992; Director
of Valmont Industries, Inc., Norwest Corp., Peter Kiewit Sons',
Inc. and E.I. Dupont de Nemours and Company. Mr. Harper has been
a director since 8/13/75. His current term expires 9/28/95. He is
67 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 Wells Fargo & Company, Wells Fargo Bank, Columbia/HCA Health-
care Corporation, Ford Motor Co., Pacific Gas and Electric
Company, Newhall Management Corporation, and SunAmerica, Inc.
Mr. Reichardt has been a director since 3/1/93. His current term
expires 9/28/95. He is 64 years of age.
MARJORIE M. SCARDINO - Nominee - London, England.
Chief Executive of The Economist Newspaper Ltd since April 1993;
President of The Economist Newspaper Group Inc. (North America
Operations) from 1985 until 1993. Member of the Boards of WH
Smith, plc, The Economist Newspaper, Ltd. (and subsidiaries),
Public Radio International, and The Atlantic Council. Mrs.
Scardino has been a director since June 1, 1994. Her current term
expires 9/28/95. She is 48 years of age.
WILLIAM G. STOCKS - Nominee - Phoenix, Arizona.
Retired Chairman of the Board and Chief Executive Officer of
Peavey Company (grain processing); Vice Chairman of the Board of
Directors of ConAgra from July 1982 until September 1984.
Mr. Stocks has been a director since 7/20/82. His current term
expires 9/28/95. He is 68 years of age.
The following directors serve for terms that expire after 1995:
PHILIP B. FLETCHER - Omaha, Nebraska.
Chairman of the Board of ConAgra since June 1993 and Chief
Executive Officer of ConAgra since Sept. 1992; President & Chief
Operating Officer, from July 1989 until Sept. 1992; President &
Chief Operating Officer ConAgra Prepared Foods Cos. from July
1984 until July 1989. Mr. Fletcher has been a director since
7/13/89. His current terms expires 9/25/97. He is 62 years of
age.
ROBERT A. KRANE - Denver, Colorado.
Consultant, KRA, Inc., successor of Knight Roth & Associates,
September 1990 to present; President, Chief Executive Officer and
Director of Central Bancorporation, Inc. from June 1988 until
January 1990. Mr. Krane has been a director since 7/20/82. His
current term expires 9/25/97. He is 61 years of age.
GERALD RAUENHORST - Minneapolis, Minnesota.
Chairman of the Board of Directors and Chief Executive Officer of
Opus Corporation (real estate, construction, and development);
Chairman of the Board of Directors, Federal Reserve Bank of
Minneapolis; Chairman, North Star Ventures (venture capital
company); Director, ARICO. Mr. Rauenhorst has been a director
since 7/20/82. His current term expires 9/25/97. He is 67 years
of age.
RONALD W. ROSKENS - Omaha, Nebraska.
President of Action International (support organization for Inter
Action Council, which is composed of 35 former heads of State
providing solutions for international economic and political
problems); Head of U.S. Agency for International Development
from 1990 until December 1992; President of University of
Nebraska from 1977 until 1989; Director of MFS Communications
Company, Inc. Mr. Roskens has been a director since 12/3/92. His
current term expires 9/26/96. He is 62 years of age.
WALTER SCOTT, JR. - Omaha, Nebraska.
Chairman of the Board of Directors and President of Peter Kiewit
Sons', Inc. (private construction, mining and telecommunications
company); Director of Berkshire Hathaway Inc., Burlington
Resources, Inc., California Energy Company, Inc., FirsTier
Financial, Inc., MFS Communications Company, Inc., Valmont
Industries, Inc., and C-TEC Corporation. Mr. Scott has been a
director since 12/5/86. His current term expires 9/25/97. He is
64 years of age.
JANE J. THOMPSON - Hoffman Estates, Illinois.
Executive Vice President, Credit, Sears Roebuck and Co. since
1995; Previous positions with Sears include Executive Vice
President and General Manager, Credit, Sears Merchandise Group
since 1993-June 1995; Vice President Corporate Planning and
Merchandise Group Planning 1990-1992; Vice President, Corporate
Planning 1989 - 1990; and Vice President, Strategic Planning,
Specialty Merchandising 1988-1989. She has been a director since
1/13/95. Her current term expires 9/26/96. She is 44 years of age.
FREDERICK B. WELLS - Minneapolis, Minnesota.
President of Asian Fine Arts (retail art sales); Mr. Wells has
been a director since 7/20/82. His current term expires 9/26/96.
He is 67 years of age.
THOMAS R. WILLIAMS - Atlanta, Georgia.
President and Director of The Wales Group, Inc. (investment,
management and counseling); Director of American Software, Inc,
Apple South, Inc., Bell South, Inc., Georgia Power Company, and
National Life Insurance Company; Trustee of The Fidelity Group
of Mutual Funds. Mr. Williams has been a director since 9/19/78.
His current term expires 9/26/96. He is 66 years of age.
CLAYTON YEUTTER - McLean, Virginia.
Of counsel with the Washington, DC law firm of Hogan & Hartson
since February 1993; Counsellor to the President of the United
States for Domestic Policy in 1992; US Secretary of Agriculture
from February 1989 until February 1991; and former US Trade
Representative. Director of Oppenheimer Funds, Texas Instruments,
Caterpillar, FMC, Lindsay Manufacturing Company, B. A. T.
Industries, Farmers Insurance Co., and Vigoro, Inc. Mr. Yeutter
has been a director since 12/3/92. His current term expires
9/26/96. He is 64 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 1995, the Board met on six 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 recommends the appointment of
the independent public accountants, reviews the scope of the
audits recommended by the independent public accountants, reviews
internal audit reports on various aspects of corporate
operations, and consults with the independent public accountants
on a periodic basis on matters relating to internal financial
controls and procedures. Members of the Audit Committee, which
met five times during fiscal year 1995, are Thomas R. Williams
(Chairman), Robert A. Krane and Frederick B. Wells. Jane J.
Thompson became a member of the Committee in May 1995.
The Human Resources Committee reviews and approves the
compensation of employees above a certain salary level, reviews
management proposals relating to incentive compensation and
benefit plans and administers compensation plans presently in
effect. During fiscal 1995, the Human Resources Committee met
five times and is composed of Gerald Rauenhorst (Chairman),
Carl E. Reichardt and Walter Scott, Jr.
The International Committee was formed in December 1993 to
provide counsel and review opportunities and initiatives relative
to the expansion of ConAgra's global presence. During fiscal
1995, the International Committee met four times and is composed
of William G. Stocks (Chairman), Ronald W. Roskens, Marjorie M.
Scardino and Clayton Yeutter.
The Executive Committee generally has authority to act on
behalf of the Board of Directors between meetings. The Executive
Committee, which did not meet during fiscal 1995, is composed of
Charles M. Harper (Chairman), Philip B. Fletcher, Walter Scott,
Jr. and William G. Stocks.
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 International Committees each
receive an additional $15,000 per year in compensation. The
chairman of the Executive Committee receives an additional
$25,000 per year in compensation. Each non-employee director
receives $1,000 per meeting attended. Each non-employee director
also receives without cost a grant of 900 shares of ConAgra
common stock per year under the ConAgra 1990 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 4,500 shares of ConAgra common stock under the
ConAgra 1990 Stock Plan.
All directors of ConAgra 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 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 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.
ConAgra and Mr. Harper are parties to a deferred
compensation agreement dated March 15, 1976, which provided that
$25,000 was accrued for each year of Mr. Harper's service and is
being paid to Mr. Harper in a series of installments following
his termination of employment on May 30, 1993. Pursuant to the
agreement, interest is accrued on the balance due at the rate of
8% per annum.
See also "Compensation Committee Interlocks and Insider
Participation".
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation
paid by ConAgra for services rendered during fiscal years 1995,
1994 and 1993 for the Chief Executive Officer and the other four
most highly-compensated executive officers of ConAgra.
<TABLE>
<CAPTION> SUMMARY COMPENSATION TABLE
---Annual Compensation---
Name/ Fiscal Salary Bonus
Principal Position Year ($) ($)
<S> <C> <C> <C>
Philip Fletcher 1995 896,154 1,000,000
Chairman & Chief 1994 800,000 800,000
Executive Officer 1993 800,000 428,600
Leroy Lochmann 1995 527,167 592,000
President & Chief 1994 425,000 300,000
Operating Officer 1993 389,420 259,500
Meat Products Co
Albert Crosson 1995 511,034 294,000
President & Chief 1994 450,000 485,000
Operating Officer 1993 420,190 488,200
Grocery Products Co
James D. Watkins 1995 400,000 275,000
President & Chief 1994 400,000 201,200
Operating Officer 1993 400,000 0
Diversified Products Co
Floyd McKinnerney 1995 343,846 200,000
President & Chief 1994 317,308 0
Operating Officer 1993 301,730 195,700
Agri Products Co
<CAPTION>
SUMMARY COMPENSATION TABLE
---Long Term Compensation--- All Other
Name/ Restricted Option LTIP Compensation
Principal Position Stock Awards Grants Payouts (2)($)
($)
<S> <C> <C> <C> <C>
Philip Fletcher 1995 1,092,750 45,375 1,092,750 63,203
Chairman & Chief 1994 1,623,750 34,877 1,245,000 48,000
Executive Officer 1993 1,076,281 19,734 1,023,500 32,190
Leroy Lochmann 1995 718,750 15,125 364,250 50,597
President & Chief 1994 415,000 11,623 415,000 21,750
Operating Officer 1993 1,740,053 9,867 341,100 19,470
Meat Products Co
Albert Crosson 1995 571,250 15,125 364,250 38,573
President & Chief 1994 415,000 11,623 415,000 28,050
Operating Officer 1993 1,740,053 9,867 341,100 27,250
Grocery Products Co
James D. Watkins 1995 364,250 15,125 364,250 3,005
President & Chief 1994 415,000 11,623 415,000 28,615
Operating Officer 1993 358,803 0 341,100 35,707
Diversified Products Co
Floyd McKinnerney 1995 364,250 15,125 364,250 16,315
President & Chief 1994 415,000 11,623 415,000 9,519
Operating Officer 1993 358,803 9,867 341,100 13,170
Agri Products Co
<CAPTION>
<FN>
(1) Mr. Lochmann received restricted stock awards of 50,000 shares on
February 12, 1993 and 7,916 shares on July 6, 1995; Mr. Crosson received
restricted stock awards of 50,000 shares on February 12, 1993 and 5,790
shares on July 6, 1995; and Mr. Fletcher received a restricted stock award
for 15,000 shares on July 15, 1993; all such restricted shares vest at
the earlier of death, total disability, age 65 or later retirement, or
change of control. In addition, Mr. Lochmann received a restricted stock
award of 2,000 shares on July 6, 1995 which vests 20% per year and
immediately upon death, total disability or change of control. All other
restricted shares were awarded pursuant to ConAgra's Long Term Senior
Management Incentive Plan; these shares vest 20% per year, if the
executive remains in ConAgra's employ and ConAgra achieves a 20% cash
return on equity in such year (determined on a cumulative basis, so that
the achievement of a 20% cash return on equity in a fiscal year vests all
prior installments of the restricted stock award). The executive receives
dividends paid on the restricted stock. At the end of fiscal 1995, the
aggregate restricted (unvested) stock holdings (including the fiscal 1995
awards reflected above), valued at the closing price of ConAgra common
stock at May 28, 1995 without giving effect to the diminution of value
attributable to the restrictions on such stock, were: Mr. Fletcher -
$3,960,300 (122,800 shares); Mr. Lochmann-$3,575,945 (110,882 shares);
Mr. Crosson - $3,442,881 (106,756 shares); Mr. McKinnerney - $1,806,742
(56,023 shares); and Mr. Watkins-$963,469 (29,875 shares).
(2) Amounts represent contributions by ConAgra to ConAgra's qualified and
nonqualified 401(k) plans and profit-sharing plans, and also includes pay-
ments for term life insurance for certain executives as follows:
Mr. Fletcher, $6,318; Mr. Lochmann, $11,107; Mr. Crosson, $2,804; and
Mr. Watkins, $312.
</TABLE>
<TABLE>
The following table sets forth information on grants of stock options
during the fiscal year ended May 28, 1995 to the executive officers named
in the Summary Compensation Table. No stock appreciation rights were
granted during fiscal 1995.
<CAPTION>
OPTION GRANTS FOR FISCAL YEAR 1995
Individual Grants
__________________________________________
% of Total
Option Grants Per Share
Options to Employees Exercise Expiration
Granted (1) in Fiscal 1995 Price Date
<S> <C> <C> <C> <C>
Philip Fletcher 45,375 1.62% $31.50 9/22/04
Albert Crosson 15,125 .54 $31.50 9/22/04
Leroy Lochmann 15,125 .54 $31.50 9/22/04
James Watkins 15,125 .54 $31.50 9/22/04
Floyd McKinnerney 15,125 .54 $31.50 9/22/04
All Stockholders(3)
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Full Option Term (2)
________________________
5% ($) 10% ($)
<S> <C> <C>
Philip Fletcher $896,156 $2,280,094
Albert Crosson 298,719 760,031
Leroy Lochmann 298,719 760,031
James Watkins 298,719 760,031
Floyd McKinnerney 298,719 760,031
All Stockholders(3) 4.5 billion 11.4 billion
<FN>
(1) These options were granted on September 22, 1994 at the then fair
market price of ConAgra's common stock. The options become exercisable in
20% annual installments commencing May 31, 1995 and become immediately
exercisable on death, change in control of the company (as defined in the
Stock Plan) or retirement after age 65. 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) Potential realizable value is based on the assumption that the common
stock price appreciates at the annual rate shown (compounded annually) from
the date of grant until the end of the ten-year option term. ConAgra's
stock price at the end of the ten-year term based on a 5% appreciation
would be $51.25 and ConAgra's stock price at the end of the ten-year term
based on a 10% appreciation would be $81.75. The numbers are calculated
based on the requirements promulgated by the Securities and Exchange
Commission. The actual value, if any, an executive may realize will depend
on the excess of the stock price over the exercise price on the date the
option is exercised (if the executive were to sell the shares on the date
of exercise), so there is no assurance that the value realized will be at
or near the potential realizable value as calculated in this table.
(3) The line for "all stockholders" represents the increase in total
ConAgra stockholder value if the assumed rates used in the stock option
assumptions are achieved multiplied by the 226,751,180 common shares out-
standing on September 22, 1994.
</TABLE>
<TABLE>
The following table sets forth information on aggregate option exercises in
the last fiscal year and information with respect to the value of
unexercised options to purchase ConAgra's common stock for the executive
officers named in the Summary Compensation Table.
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FY-END OPTION VALUES
Shares Acquired Value
on Exercise (#) Realized ($)
(1)
<S> <C> <C>
Philip Fletcher 0 0
Albert Crosson 0 0
Leroy Lochmann 0 0
James Watkins 0 0
Floyd McKinnerney 9,621 $180,795
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held In-the-Money Options
at FY-End at FY-End ($) (2)
--------------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Philip Fletcher 125,358 92,093 $1,518,405 $228,052
Albert Crosson 13,954 33,133 48,291 80,721
Leroy Lochmann 13,954 33,133 48,291 80,721
James Watkins 7,674 19,074 34,231 57,021
Floyd McKinnerney 70,641 36,505 967,039 85,498
<FN>
(1) Value realized is the difference between the closing price of
ConAgra's common stock on the day of exercise and the exercise price of the
options multiplied by the number of shares.
(2) Value is the difference between the closing price of ConAgra's common
stock on the last trading day of fiscal 1995 and the exercise price of in-
the-money options multiplied by the number of shares subject to in-the-
money options.
</TABLE>
<TABLE>
The following table provides information concerning awards under ConAgra's
Long Term Senior Management Incentive Plan (the "Plan") The Plan is an
incentive to management to increase earnings per share after tax in excess
of 5% per year compounded from a five-year average earnings base lagged
five years. The participants are eligible to share in an award pool equal
to 8% of the excess after-tax earnings over and above the described
compound growth rate. Awards are made in shares of ConAgra common stock or
cash, and such stock awards are restricted. The target award reflected
below is based on a 14% growth in earnings per share over a fiscal 1995
base.
<CAPTION>
LONG-TERM INCENTIVE PLAN - AWARDS IN FISCAL YEAR 1995
Performance
Number of or other
Shares, Units Period Until
or Other Maturation of
Name Rights (#) Payout (2)
<S> <C> <C>
Philip Fletcher 6 units (1) (2)
Leroy Lochmann 3 units (1) (2)
Albert Crosson 2 units (1) (2)
James Watkins 2 units (1) (2)
Floyd McKinnerney 2 units (1) (2)
<CAPTION>
Estimated Future Payouts
------------------------
Threshold Target Maximum
Name ($ or #) ($ or #) ($ or #)
<S> <C> <C> <C>
Philip Fletcher 0 $1,086,000 (1) N/A
$1,086,000 (2)
Leroy Lochmann 0 $ 543,000 (1) N/A
$ 543,000 (2)
Albert Crosson 0 $ 362,000 (1) N/A
$ 362,000 (2)
Jim Watkins 0 $ 362,000 (1) N/A
$ 362,000 (2)
Floyd McKinnerney 0 $ 362,000 (1) N/A
$ 362,000 (2)
<FN>
(1) Amount represents the cash award target under the Plan. See
description above.
(2) Amount represents the common stock target under the Plan.
See description above. Any shares of common stock issued under
the Plan are restricted. Any such shares vest 20% per year, if
the executive remains a ConAgra employee and ConAgra achieves a
20% cash return on equity in such year (determined on a
cumulative basis, so that the achievement of a 20% cash return on
equity in any fiscal year vests all prior installments of the
restricted stock award). The executive receives dividends paid
on the restricted stock.
</TABLE>
BENEFIT PLANS
RETIREMENT PROGRAMS
ConAgra maintains a non-contributory defined benefit pension
plan for all eligible employees. Certain ConAgra 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'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 1995 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.
<TABLE>
<CAPTION>
Pension Plan Table
Final Average Credited Years of Service
Remuneration 10 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 6,100 $ 9,100 $ 12,000 $ 15,100 $ 18,200 $ 21,200 $ 23,700
100,000 13,300 19,100 26,500 33,100 39,800 46,400 51,400
150,000 20,500 30,700 40,900 51,100 61,400 71,600 79,100
200,000 27,700 41,500 55,300 69,100 83,000 96,800 106,800
250,000 34,900 52,300 69,700 87,100 104,600 122,000 134,500
500,000 70,900 106,300 141,700 177,100 212,600 248,000 273,000
1,000,000 142,900 214,300 285,700 357,100 428,600 500,000 550,000
1,500,000 214,900 322,300 429,700 537,100 644,600 752,000 827,000
2,000,000 286,900 430,300 573,700 717,100 860,600 1,004,000 1,104,000
2,500,000 358,900 538,300 717,700 897,100 1,076,600 1,256,000 1,381,000
</TABLE>
Benefits under these plans are based on credited years of
service and final average remuneration (the highest five
consecutive years of compensation out of the last ten years of
service for ConAgra). Covered compensation includes salary and
bonus. As of May 28, 1995, the named executive officers who
participate in the defined benefit pension plan had the following
credited years of service: Mr. Fletcher, 22 years; Mr. Crosson,
32 years; Mr. Lochmann, 42 years; and Mr. McKinnerney, 16 years.
ConAgra has conditional employment agreements with 13 of its
officers. These contracts were executed between 1976 and 1995
with these officers, including Messrs. Fletcher, Crosson,
Lochmann and McKinnerney. 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 (as defined in the agreements),
through a tender offer or otherwise. In consideration of this
promise, ConAgra agrees to employ the individual for three years
after the event by which another entity acquires effective
control of ConAgra. During that three year period, the individual
would receive annually an amount not less than his current annual
compensation and including his maximum allowable short term
incentive compensation (as defined in the agreement) and
including the average (or highest annual under certain contracts)
of the long term compensation credited for the three fiscal years
immediately preceding such acquisition of control. In addition,
the individual would be entitled to those retirement benefits he
would have received had he worked to normal retirement age.
ConAgra must satisfy this obligation through the purchase of an
annuity (or through a trust under certain contracts) payable to
the employee beginning at retirement age. If the employee is
involuntarily terminated (as defined in the agreements, or
constructively terminated under certain agreements) during the
three year employment period, ConAgra 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 the purchase of an annuity or 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 Common Stock
on the date of termination, multiplied by the number of ConAgra
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 remains obligated to make the previously
described retirement payments and the payments described in the
preceding sentence. ConAgra 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 adopted in 1989 the ConAgra Incentives and Deferred
Compensation Change in Control Plan. Under this plan, in the
event of a change in control of ConAgra (as defined in the plan),
all benefits, payments and deferred compensation under ConAgra's
various incentive, bonus, deferred compensation and similar
arrangements, for all employees participating under the
applicable plans, become immediately nonforfeitable. 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.
Mr. Fletcher was granted a special long-term incentive on
May 6, 1993. Payouts under the special incentive occur only if
ConAgra's compound annual growth in earnings per share over the
five fiscal years ending May 30, 1998 exceed 10%. Mr. Fletcher
will receive a one-time award in July 1998 equal to 50,000 shares
of ConAgra common stock for each one percentage point of averaged
earnings per share growth in excess of the 10% compound annual
growth rate from a fiscal 1993 earnings per share base of $1.58
per share. In addition, Mr. Fletcher must remain Chief Executive
Officer of ConAgra through May 30, 1998 in order to receive any
award.
ConAgra loaned $110,000 to Robert Womack, a former executive
officer, to replace indebtedness on Mr. Womack's residence at the
time he became an employee of ConAgra in 1994. The entire
principal balance was repaid on September 2, 1994.
HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
ConAgra'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's
executive officers.
ConAgra's Compensation Philosophy
ConAgra's executive compensation plans are designed to
provide a fully competitive total compensation package that
reflects ConAgra's performance against annual and long-term
publicly stated financial objectives, reward above-average
corporate performance, recognize individual achievements, and
assist ConAgra in attracting, motivating and retaining high
quality executives. ConAgra's executive compensation programs are
intended to provide risks and rewards based on the performance
of ConAgra and its operating units against ConAgra's publicly
stated objectives and against other major food companies.
The Committee believes that ConAgra's executives should hold
a significant ownership in ConAgra common stock. Such stock
ownership is expected to result in executive decision-making
which is in the best long-term interests of ConAgra and its
stockholders. The Committee has structured ConAgra's long-term
incentives to be primarily stock-based.
ConAgra'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 1995.
The Committee has reviewed ConAgra's compensation plans in
light of recent changes to the Internal Revenue Code relating
to the disallowance of deductions for remuneration in excess of
$1,000,000 to certain executive officers. The Committee intends
to structure ConAgra's executive compensation plans so that
payments thereunder will generally be fully deductible. However,
ConAgra may occasionally grant restricted shares or compensation
in excess of $1,000,000 for specific reasons which would not
qualify as deductible performance-based compensation.
Base Salary
The Committee establishes the salary ranges for executives at
the mid-point of average pay for similar positions in the food
industry. The base salary for each executive officer is then
established around the mid-point based on individual performance
and contribution to the profitability of ConAgra. The Committee
periodically uses outside consultants and published compensation
survey data to review competitive rates of pay and establish
salary ranges.
Mr. Fletcher's annual base salary rate was increased from
$800,000 to $900,000 effective June 6, 1994. In making this salary
increase determination, the Committee considered base salaries and
short-term incentives of chief executive officers of other major
food companies. The Committee also considered ConAgra's 14.6%
growth in earnings per share and 24.2% return on beginning equity
during fiscal 1994.
Short-Term Incentives
The Committee believes that an executive's contribution toward
achieving ConAgra'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 prior to the beginning of each fiscal year tied
to the attainment of annual company-wide or business unit profit
plans. Executive officers are assigned threshold, target and maxi-
mum short-term bonus award opportunities. The short-term incentive
target, plus base salary, is intended to provide a fully competi-
tive annual compensation program for ConAgra's executives when
business and individual goals are met. Beginning with fiscal 1995,
the short-term incentive for ConAgra's executive officers was
established under the Executive Annual Incentive Plan, which stock-
holders approved at the 1994 Annual Meeting.
Mr. Fletcher's annual bonus for fiscal 1995 was based on
attainment of goals established by the Committee at the beginning
of the fiscal year. The target goals for fiscal 1995 were based
on achievement of earnings per share objectives and return
on equity objectives for ConAgra.
Long-Term Incentives
ConAgra's long-term incentives for executive officers are
provided through the Long-Term Senior Management Incentive Plan
approved by stockholders in 1977 and stock plans approved by
stockholders in 1985 and 1990.
The Long-Term Senior Management Incentive Plan rewards
participants, including executive officers, based on ConAgra's
ability to exceed a 5% per year compounded growth in earnings per
share from a five-year average earnings base. The Committee
selects participants, including executive officers, on an annual
basis, and the participants are eligible to share in an award
pool equal to 8% of ConAgra's excess after-tax earnings over and
above the described 5% compound growth rate. The cash portion of
the award (50% of the total award in fiscal 1995) is intended to
cover the participant's federal, state and local income tax
liability; the balance of the award (50% in fiscal 1995) is
issued in the form of restricted common stock. Vesting of the
restricted stock occurs 20% per year over the following five-year
period subject to ConAgra attaining certain cash return on equity
objectives. The Chief Executive Officer participated in the Long-
Term Senior Management Incentive Plan during fiscal 1995 at an
award level equal to three times the award level of the other
executive officers 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. The Chief Executive Officer's
participation in the plan resulted in a cash payment of
$1,092,750 and the issuance of 30,566 shares of restricted
ConAgra common stock for fiscal 1995 results.
The Committee also administers ConAgra'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 approximately 1%
of ConAgra's outstanding common stock. During fiscal 1995,
options were granted to 975 ConAgra employees, including all of
ConAgra's executive officers. The Committee grants stock options
at the prevailing market price of ConAgra's common stock and such
options therefore have value only if ConAgra's stock price
increases. Option grants for executive officers generally vest in
20% annual installments beginning on May 31 following the date
of grant, and the executive officer must be employed by ConAgra
at the time of vesting in order to exercise the options.
The Chief Executive Officer received 45,375 non-qualified
stock options during fiscal 1995; these options were granted at
the date of grant market price of $31.50 per share and become
exercisable in 20% annual installments commencing May 31, 1995.
The Committee established the discretionary stock option grants
to Mr. Fletcher and ConAgra's other executive officers for fiscal
1995 in an amount equivalent to the value of the portion of
ConAgra's Long-Term Senior Management Incentive Plan paid in
cash.
ConAgra Human Resources Committee
Gerald Rauenhorst, Chairman
Walter Scott, Jr.
Carl Reichardt
Human Resources Committee Interlocks
and Insider Participation
ConAgra's Human Resources Committee is composed of Gerald
Rauenhorst (Chairman), Walter Scott, Jr. and Carl Reichardt.
ConAgra has entered into various lease agreements with Opus
Corporation (in which Mr. Rauenhorst is controlling stockholder
and a director) or with affiliates of Opus Corporation and Mr.
Rauenhorst. The agreements relate to the construction, financing
and leasing of land, buildings and equipment for ConAgra in
Omaha, Nebraska. ConAgra occupies the buildings pursuant to 25-
year leases with Opus and other investors, which leases contain
various termination rights and purchase options. Leases effective
in 1989 and 1990 require aggregate annual lease payments by
ConAgra of $9,603,959. In addition, ConAgra entered into an
agreement with Opus Corporation in July 1995 for the construction
of a parking garage on ConAgra's Omaha property at a cost of
approximately $2.6 million.
COMPARATIVE STOCK PERFORMANCE
The comparative stock performance graphs shown below compare
the yearly change in cumulative value of ConAgra's common stock
with certain Index values for both five and ten year periods
ended May 28, 1995. Both graphs set the beginning value of
ConAgra common stock and the Indexes at $100. All calculations
assume reinvestment of dividends. The five year performance
graph compares ConAgra with both the Standard and Poor's (S&P)
500 Stock Index and the S&P Food Group Index. The ten year
performance graph compares ConAgra with the S&P 500 Stock Index
and an Index comprised of companies currently included in the S&P
Food Group since the S&P Food Group Index is not available for
ten years. All Index values are weighted by capitalization of
companies included in the group. ConAgra's common stock price
was $33.38 at the end of May 1995 and $38.25 on the August 4,
1995 record date for the annual shareholders' meeting.
Performance Graphs based on following information:
Comparison of Cumulative Total Return graph information
<TABLE>
<CAPTION>
STARTING
BASIS
FIVE-YEAR 1990 1991 1992 1993 1994 1995
<S>
<C> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $100.00 $149.01 $128.63 $127.55 $149.82 $178.32
S&P500 ($) $100.00 $111.79 $122.81 $137.06 $142.90 $171.75
S&P Foods ($) $100.00 $127.84 $133.82 $140.32 $139.39 $175.79
<CAPTION>
Comparison of Cumulative Total Return
STARTING
BASIS1996
TEN-YEAR 1985 1986 1987 1988 1989
<S> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $100.00 $159.04 $157.74 $175.06 $206.99
S&P500 ($) $100.00 $135.65 $164.35 $153.68 $194.87
S&P Foods ($) $100.00 $156.79 $191.68 $183.87 $249.41
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $296.10 $441.22 $380.86 $377.66 $443.60 $527.97
S&P500 ($) $227.24 $254.03 $279.05 $311.45 $324.72 $390.28
S&P Foods ($) $296.65 $380.98 $404.30 $433.53 $425.38 $526.83
/TABLE>
ITEM 2: APPROVAL OF THE 1995 STOCK PLAN
General
ConAgra's Board of Directors has adopted the ConAgra 1995 Stock
Plan (the "Plan"), subject to stockholder approval. The Plan is
intended to increase stockholder value by motivating superior
performance by means of stock incentives and enabling ConAgra to attract and retain the services of a management team responsible
for the long-term financial success of ConAgra. Since only
approximately 1.4 million shares of common stock remain available
for grant under ConAgra's 1985 and 1990 Stock Plans, the Board of
Directors has approved the Plan which authorizes the issuance of up
to 11,000,000 shares of ConAgra common stock.
Under the Plan, the Human Resources Committee (the "Committee") of
the Board may grant stock options, stock appreciation rights,
restricted stock and stock bonuses to officers and other employees
of ConAgra and its subsidiaries (as defined in the Plan). The
number of grantees may vary from year to year. The number of
employees eligible to participate in the Plan is estimated to be
approximately 4,500. In addition, each member of the Board of
Directors who is not an employee of ConAgra will receive each year
a stock award of 900 shares of common stock and a nonstatutory
stock option for 4,500 shares of common stock. The Committee
administers the Plan and its determinations are binding upon all
persons participating in the Plan.
The maximum number of shares of ConAgra's common stock that may be
issued under the Plan is 11,000,000. Any shares of common stock
subject to an award which for any reason are cancelled, terminated
or otherwise settled without the issuance of any common stock are
again available for awards under the Plan. The maximum number of
shares of common stock which may be issued under the Plan to any
one Participant shall not exceed 10% of the aggregate number of
shares of common stock that may be issued under the Plan. The
shares may be unissued shares or treasury shares. If there is a
stock split, stock dividend, recapitalization, or other relevant
change affecting ConAgra's common stock, appropriate adjustments
may be made by the Committee in the number of shares issuable in
the future and in the number of shares and price under all
outstanding grants made before the event.
Grants Under the Plan
Stock Options for Employees. The Committee may grant employees
nonqualified options and options qualifying as incentive stock
options. The option price of either a nonqualified stock option or
an incentive stock option will be the fair market value of the
common stock on the date of grant. Options qualifying as incentive
stock options must meet certain requirements of the Internal
Revenue Code, including the requirement that the aggregate fair
market value of the common stock (determined at the time of the
grant of the option) with respect to which such options are
exercisable for the first time by an employee during any calendar
year shall not exceed $100,000. To exercise an option, an employee
may pay the option price in cash, or if permitted by the Committee,
by delivering other shares of common stock if such shares have been
owned by the optionee for at least six months. The term of each
option will be fixed by the Committee but may not exceed ten years
from the date of grant. The Committee will determine the time or
times when each option is exercisable. Options may be made
exercisable in installments, and the exercisability of options may
be accelerated by the Committee. All outstanding options become
exercisable in the event of a change-in-control of ConAgra.
Stock Awards for Non-Employee Directors. Under the Plan, each
director who is not an employee of ConAgra will receive an annual
grant of 900 shares of common stock and a nonstatutory stock option
for 4,500 shares of common stock. Non-employee directors are not
eligible to receive any other awards under the Plan. Director
awards under the Plan will first be made following the election of
directors at the 1996 annual stockholders' meeting. Directors are
entitled to receive similar awards following election at the 1995
annual stockholders' meeting pursuant to ConAgra's 1990 Stock Plan. See "Directors' Meetings and Compensation".
Stock Appreciation Rights. The Committee may grant a stock
appreciation right (an "SAR") in conjunction with an option granted
under the Plan or separately from any option. Each SAR granted in
tandem with an option may be exercised only to the extent that the
corresponding option is exercised, and such SAR terminates upon
termination or exercise of the corresponding option. Upon the
exercise of an SAR granted in tandem with an option, the
corresponding option will terminate. SAR's granted separately from
options may be granted on such terms and conditions as the
Committee establishes. If an employee exercises an SAR, the
employee will generally receive a payment equal to the excess of
the fair market value at the time of exercise of the shares with
respect to which the SAR is being exercised over the price of such
shares as fixed by the Committee at the time the SAR was granted.
Payment may be made in cash, in shares of ConAgra common stock, or
any combination of cash and shares as the Committee determines.
Restricted Stock. The Committee may grant awards of restricted
stock to employees under the Plan. The restrictions on such shares
shall be established by the Committee, which may include
restrictions relating to continued employment and ConAgra financial
performance. The Committee may issue such restricted stock awards
without any cash payment by the employee, or with such cash payment
as the Committee may determine. The Committee has the right to
accelerate the vesting of restricted shares and to waive any
restrictions. All restrictions lapse in the event of a
change-in-control of ConAgra.
Stock Bonuses. The Committee may grant a bonus in shares of
ConAgra common stock to employees under the Plan. Such stock
bonuses may be in lieu of cash compensation otherwise payable to
such employee, or may be in addition to such cash compensation, and
includes stock issued for service awards and other employee
recognition programs.
Tax Withholding. The Committee may permit an employee to satisfy
applicable federal, state and local income tax withholding
requirements through the delivery to ConAgra of previously-acquired
shares of common stock or by having shares otherwise issuable under
the Plan withheld by ConAgra.
Other Information. Awards under the Plan are not transferable
except by will or the laws of descent and distribution and may be
exercised only by the grantee during his or her lifetime; provided,
the Committee may grant options which are transferable, without
payment of consideration, to immediate family members of the
optionee or to trusts or partnerships for such family members, with
any such transferee subject to all conditions of the option. The
Board may terminate the Plan at any time but such termination shall
not affect any stock options, SAR's, restricted stock or stock
bonuses then outstanding under the Plan. Unless terminated by
action of the Board, the Plan will continue in effect until
September 30, 2005, but awards granted prior to such date will
continue in effect until they expire in accordance with their
terms. The Board may also amend the Plan as it deems advisable.
All material amendments to the Plan will be submitted to the
stockholders for their approval to the extent required by Rule
16b-3 promulgated under the Securities Exchange Act of 1934 as
amended.
Federal Income Tax Consequences
With respect to incentive stock options, if the holder of an option
does not dispose of the shares acquired upon exercise of the option
within one year from the transfer of such shares to such employee,
or within two years from the date the option to acquire such shares
is granted, for federal income tax purposes (i) the optionee will
not recognize any income at the time of the exercise of the
option;(ii) the excess of the fair market value of the shares as of
the date of exercise over the option price will constitute an "item
of adjustment" for purposes of the alternative minimum tax; and
(iii) the difference between the option price and the amount
realized upon the sale of the shares by the optionee will be
treated as a long-term capital gain or loss. ConAgra will not be
allowed a deduction for federal income tax purposes in connection
with the granting of an incentive stock option or the issuance of
shares thereunder.
With respect to the grant of options which are not incentive stock
options, the person receiving an option will recognize no income on
receipt thereof. Upon the exercise of the option, the optionee will
recognize ordinary income in the amount of the difference between
the option price and the fair market value of the shares on the
date the option is exercised. ConAgra will receive an equivalent
deduction at that time.
With respect to restricted stock awards and bonuses of common
stock, an amount equal to the fair market value of the ConAgra
shares distributed to the employee (in excess of any purchase price
paid by the employee) will be includable in the employee's gross
income at the time of receipt unless the award is not transferable
and subject to a substantial risk of forfeiture as defined in
Section 83 of the Internal Revenue Code (a "Forfeiture
Restriction"). If an employee receives an award subject to a
Forfeiture Restriction, the employee may elect to include in gross
income the fair market value of the award. In the absence of such
an election, the employee will include in gross income the fair
market value of the award subject to a Forfeiture Restriction on
the earlier of the date such restrictions lapse or the date the
award becomes transferable. ConAgra is entitled to a deduction at
the time and in the amount income is included in the gross income
of an employee.
Vote Required
The favorable vote of the holders of a majority of the outstanding
shares of ConAgra's common stock present in person or represented
by proxy at the meeting is required for approval of the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE CONAGRA 1995 STOCK PLAN.
ITEM 3: INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting upon recommendation of the
Audit Committee, has appointed the firm of Deloitte & Touche to
examine the financial statements of the Company and its
subsidiaries for the fiscal year ending May 26, 1996. The same
firm conducted the fiscal 1995 examination. The favorable vote
of the holders of the majority of the outstanding shares present
in person or represented by proxy and entitled to vote at the
meeting is required for stockholder ratification of this proposal.
Representatives from Deloitte & Touche will be present at
the Annual Stockholders' 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" THIS PROPOSAL.
1996 STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented in the
1996 Annual Meeting proxy statement must be received by the
Company no later than May 1, 1996.
The Company's By-laws 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 must be received by
the Company at One ConAgra Drive, Omaha, NE 68102-5001, not less
than thirty nor more than sixty days prior to the meeting.
However, if notice or public disclosure of the meeting date is
given less than forty days prior to the meeting, a stockholder
notice is timely if received by the Company within ten days
following the Company's notice or public disclosure. The By-laws
specify the information which must accompany any such stockholder
notice. Details on the provisions of the By-laws may be obtained
by any stockholder from the Secretary of the Company.
OTHER MATTERS
Management does not know of any matter, other than those
mentioned above, that may be presented for action at the Annual
Meeting of Stockholders. 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.
(FRONT)
This is your ConAgra
PROXY CARD
PLEASE VOTE AND SIGN ON REVERSE SIDE
THIS PROXY IS SOLICITED BY YOUR BOARD OF DIRECTORS FOR THE
September 28, 1995 ANNUAL STOCKHOLDERS MEETING
The undersigned hereby appoints P.B. Fletcher, C.M. Harper
and T.R. Williams and each of them, proxies, with full power of
substitution in each of them, for and on behalf of the
undersigned to vote as proxies, as directed and permitted herein,
at the annual meeting of stockholders of the Company to be held
at the Joslyn Art Museum, Omaha, Nebraska, on September 28, 1995
at 1:30 p. m. and at any adjournment thereof, upon matters set forth in the Proxy Statement and, in their judgment and discre-
tion, upon such other business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC
INDICATION ON THE REVERSE SIDE OF THIS PROXY. IN THE ABSENCE OF
SUCH INDICATION, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3.
SO, IF YOU ARE FOR ITEMS 1, 2 AND 3, YOU NEED ONLY SIGN AND DATE
THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENVELOPE
PROVIDED.
(This proxy is continued on the reverse side)
(BACK)
PLEASE VOTE YOUR SHARES, SIGN THIS PROXY AND RETURN IT NOW.
Please mark your votes like this, use blue or black ink.
Common Dividend Reinvestment Class D Pfd. Class E Pfd.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2 and 3.
Item 1 Elect directors-Nominees:
C. M. HARPER, CARL E. REICHARDT, MARJORIE M.
SCARDINO AND WILLIAM G. STOCKS
VOTE FOR ALL WITHHOLD VOTE FOR WITHHOLD VOTE FOR ONLY
NOMINEES ALL NOMINEES THE FOLLOWING NOMINEE(S):
Item 2 Approve 1995 Stock Plan
FOR AGAINST ABSTAIN
Item 3 Approve independent accountants for Fiscal 1996
FOR AGAINST ABSTAIN
Please sign (do not print) name(s) in full as they appear at
left: __________________________________
SIGNATURE
__________________________________
SIGNATURE
__________________________________
DATE
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