SCHEDULE 14A INFORMATION
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CONAGRA, 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)
Payment of Filing Fee (Check the appropriate box):
[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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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
1) Amount Previously Paid:
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<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
Bruce Rohde
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 24, 1998. 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.
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 21, 1998
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
James P. O'Donnell
Executive Vice President, CFO
and Corporate Secretary
Corporate Headquarters
To ConAgra Stockholders:
ConAgra's Annual Stockholders' Meeting will be held on Thursday,
September 24, 1998 at the Doubletree Hotel (formerly the Red Lion Inn), 1616
Dodge Street, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m.
Matters to be voted on at the meeting are:
Item 1. Elect directors.
Item 2. Approve independent accountants for fiscal 1999.
Item 3. Act on a stockholder proposal.
Stockholders of record as of the close of business on July 31, 1998 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. 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 21, 1998
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 24, 1998
Proxy Solicitation by the Board of Directors
This statement is furnished in connection with the Annual Meeting of
Stockholders to be held at the Doubletree Hotel (formerly the Red Lion Inn),
1616 Dodge Street, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m.
on September 24, 1998. Stockholders of record at the close of business on July
31, 1998 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. 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
21, 1998.
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 by mailing a signed instrument
revoking the proxy to: James P. O'Donnell, Corporate 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 22, 1998. A stockholder
may attend the meeting in person, withdraw the proxy and vote in person.
VOTING SECURITIES
The Company at July 31, 1998 had issued and outstanding 488,090,714 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, 1998.
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 five 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.
<PAGE>
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 July 31, 1998.
VOTING SECURITIES OWNED BY
EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information on ConAgra's Common Stock
beneficially owned by directors and executive officers as of July 31, 1998. No
director or executive officer beneficially owned 1% or more of ConAgra's Common
Stock. The directors and executive officers as a group beneficially owned 1.8%
of ConAgra's outstanding Common Stock. The shares shown 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,
1998.
<TABLE>
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
<S> <C> <C>
Mogens C. Bay ........................... Common Stock 12,800
Philip B. Fletcher ...................... Common Stock 2,196,750
Charles M. Harper ....................... Common Stock 2,457,490
Robert A. Krane ......................... Common Stock 114,812
Gerald Rauenhorst ....................... Common Stock 201,662
Carl E. Reichardt ....................... Common Stock 64,000
Bruce Rohde ............................. Common Stock 365,493
Ronald W. Roskens ....................... Common Stock 54,600
Marjorie M. Scardino .................... Common Stock 43,200
Walter Scott, Jr ........................ Common Stock 180,900
Kenneth E. Stinson ...................... Common Stock 14,800
Jane J. Thompson ........................ Common Stock 32,800
Frederick B. Wells ...................... Common Stock 276,545
Thomas R. Williams ...................... Common Stock 147,073
Clayton K. Yeutter ...................... Common Stock 55,000
Thomas L. Manuel ........................ Common Stock 774,396
Floyd McKinnerney ....................... Common Stock 756,255
Leroy O. Lochmann ....................... Common Stock 428,457
David J. Gustin ......................... Common Stock 79,261
Directors and Executive
Officers as a Group ..................... Common Stock 8,851,523
(24 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; and 2,505,473 common shares which directors and
executive officers are entitled to acquire pursuant to stock options exercisable
within sixty days of July 31, 1998. </TABLE>
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of fifteen 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 24, 1998: Mogens C. Bay, Charles M. Harper, Carl E. Reichardt,
Marjorie M. Scardino and Kenneth E. Stinson. The Board of Directors' nominees to
positions on the Board expiring in September 2001 are: Mogens C. Bay, Charles M.
Harper, Carl E. Reichardt, Marjorie M. Scardino and Kenneth E. Stinson.
<PAGE>
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 1998
Annual Stockholders' Meeting are listed first.
MOGENS C. BAY - Nominee -- Omaha, Nebraska.
Chairman & Chief Executive Officer of Valmont Industries, Inc. (irrigation
equipment, metal fabrication) since January 1997; Director, President and CEO of
Valmont Industries Inc. from 1993 to December 1996. Director of InaCom Corp. Mr.
Bay has been a director since 12/12/96. His current term expires 9/24/98. He is
49 years of age.
CHARLES M. HARPER - Nominee -- Omaha, Nebraska.
Chief Executive Officer, RJR Nabisco, Inc. from June 1993 to December 1995;
Chairman RJR Nabisco, Inc. from June 1993 to May 1996. Chairman of the Board of
Directors of ConAgra from 1981 until May 1993; Chief Executive Officer of
ConAgra from 1976 until September 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 9/24/98.
He is 70 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 Healthcare Corporation, Ford Motor Co., Pacific Gas and
Electric Company, McKesson Corporation, Newhall Management Corporation, and
SunAmerica, Inc. Mr. Reichardt has been a director since 3/1/93. His current
term expires 9/24/98. He is 67 years of age.
MARJORIE M. SCARDINO - Nominee -- London, England.
Chief Executive Officer of Pearson, plc (international media company) since
January 1997; Chief Executive of The Economist Newspaper, Ltd. from April 1993
to January 1997. Member of the Boards of WH Smith, plc, Public Radio
International, and The Atlantic Council. Mrs. Scardino has been a director since
June 1, 1994. Her current term expires 9/24/98. She is 51 years of age.
KENNETH E. STINSON - Nominee -- Omaha, Nebraska.
Chairman and Chief Executive Officer of Peter Kiewit Sons', Inc. Director,
Valmont Industries, Inc. and Level 3 Communications, Inc. Mr. Stinson has been a
director since 12/12/96. His current term expires 9/24/98. He is 55 years of
age.
The following directors serve for terms that expire after 1998:
PHILIP B. FLETCHER - Jackson, Wyoming.
Chairman of the Board of ConAgra since May 1993 and Chief Executive Officer of
ConAgra from September 1992 to September 1997. Mr. Fletcher has been a director
since 7/13/89. His current term expires 9/20/00. He is 65 years of age.
ROBERT A. KRANE - Denver, Colorado.
Consultant, KRA, Inc. from 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 9/20/00. He is 64 years of age.
GERALD RAUENHORST - Minneapolis, Minnesota.
Chairman of the Board of Directors of Opus U.S. Corporation and Opus U.S., LLC
(real estate, construction, and development); retired Chairman & CEO, Opus
Corporation. Chairman, North Star Ventures (venture capital company); Director,
Cornerstone Properties Inc. Mr. Rauenhorst has been a director since 7/20/82. He
will retire from the Board on 9/24/98. He is 70 years of age.
BRUCE ROHDE - Omaha, Nebraska.
President of ConAgra and Vice Chairman of the Board of ConAgra since August
1996, and Chief Executive Officer of ConAgra since September 1997. President of
McGrath, North, Mullin & Kratz, PC from 1984 to August 1996. Mr. Rohde has been
a director since 8/26/96. His current term expires 9/20/00. He is 49 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 9/23/99. He is 65 years of age.
<PAGE>
WALTER SCOTT, JR. - Omaha, Nebraska.
Chairman Emeritus of Peter Kiewit Sons', Inc. (construction, mining and
telecommunications). Director of Berkshire Hathaway Inc., Burlington Resources,
Inc., CalEnergy Company, Inc., Commonwealth Telephone Enterprises, Inc., Level 3
Communications, Inc. (Chairman), RCN Corporation, U.S. Bancorp and Valmont
Industries, Inc. Mr. Scott has been a director since 12/5/86. His current term
expires 9/20/00. He is 67 years of age.
JANE J. THOMPSON - Hoffman Estates, Illinois.
President, Sears Direct, Sears, Roebuck and Co. (retailing) since July 1998;
President, Sears Home Services from 1996 to July 1998; Executive Vice President
and General Manager, Sears Credit from 1993 to 1996. Mrs. Thompson has been a
director since 1/13/95. Her current term expires 9/23/99. She is 47 years of
age.
FREDERICK B. WELLS - Minneapolis, Minnesota.
President of Asian Fine Arts (fine arts retailing). Mr. Wells has been a
director since 7/20/82. He will retire from the Board on 9/24/98. He is 70 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., 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 9/23/99. He is 69 years of age.
CLAYTON K. YEUTTER - McLean, Virginia.
Of counsel with the Washington, DC law firm of Hogan & Hartson since February
1993; Counselor 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, B.A.T. Industries and Farmers Insurance Co. Mr.
Yeutter has been a director since 12/3/92. His current term expires 9/23/99. He
is 67 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 1998, the Board met on five 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 four times
during fiscal 1998, are Walter Scott, Jr. (Chairman), Robert A. Krane, Jane J.
Thompson, Frederick B. Wells and Mogens C. Bay.
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 1998, the Human Resources Committee met five
times and is composed of Carl E. Reichardt (Chairman), Thomas R. Williams and
Clayton K. Yeutter.
The Corporate Affairs Committee advises ConAgra 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 1998, the Corporate
Affairs Committee met four times and is composed of Gerald Rauenhorst
(Chairman), Ronald W. Roskens, Marjorie M. Scardino and Kenneth E. Stinson.
The Executive Committee generally has authority to act on behalf of the
Board of Directors between meetings. The Executive Committee, which met three
times during fiscal 1998, is composed of Charles M. Harper (Chairman), Philip B.
Fletcher, Gerald Rauenhorst, Bruce Rohde and Walter Scott, Jr.
<PAGE>
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. 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 1,800 shares of ConAgra Common Stock per year under the ConAgra
1995 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 Common Stock under the ConAgra 1995 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 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.
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
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 1998 ConAgra entered into a similar lease with an affiliate of
Opus Corporation for an additional building in Omaha which will require annual
lease payments commencing upon completion (estimated for the spring of 1999) in
the range of $3.1 million depending on final project costs and applicable
financing rates at the time of completion.
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by
ConAgra for services rendered during fiscal years 1998, 1997 and 1996 for the
Chief Executive Officer and the next highest compensated executive officers of
ConAgra.
<TABLE>
SUMMARY COMPENSATION TABLE
---Annual Compensation--- -----Long-Term Compensation-----
Name/ Fiscal Salary Bonus Restricted Option LTIP All Other
Principal Position Year (1) ($) ($) Stock Awards Grants Payouts Compensation
(2) ($) (#) ($) (3) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Philip B. Fletcher 1998 935,123 186,900 747,600 48,696 747,600 42,056
Chairman 1997 900,386 1,606,500 1,335,600 452,294 1,335,600 93,514
1996 900,695 1,350,000 1,100,650 66,548 1,100,650 73,818
Bruce C. Rohde (4) 1998 915,227 183,000 747,600 240,000 747,600 34,934
Chief Executive 1997 548,163 750,000 4,800,850 200,000 500,850 39,986
Officer & President 1996
Thomas L. Manuel 1998 498,912 498,900 0 16,232 498,400 32,524
President & Chief 1997 399,258 399,300 61,000 17,430 810,400 28,378
Operating Officer 1996 369,243 370,000 2,151,500 17,746 582,000 30,998
ConAgra Trading
and Processing Cos.
Floyd McKinnerney 1998 443,099 324,800 917,950 16,232 249,200 27,131
President & Chief 1997 400,000 154,000 445,200 17,430 445,200 22,470
Operating Officer 1996 400,000 160,500 366,900 22,182 366,900 16,815
Agri Products Cos.
Leroy O. Lochmann (4) 1998 726,986 0 0 24,348 0 25,512
President & Chief 1997 673,115 0 667,800 26,148 667,800 36,813
Operating Officer 1996 550,085 0 550,300 26,620 550,300 24,924
ConAgra Refrigerated
Foods Cos.
David J. Gustin (4) 1998 423,040 160,200 0 16,232 0 18,486
President & Chief 1997 359,001 274,100 445,200 8,716 445,200 20,028
Operating Officer 1996 285,843 290,618 183,450 11,092 183,450 17,512
Agri Products Cos.
</TABLE>
(1) Salary for fiscal year 1998 includes twenty-seven (27) bi-weekly payments
due to fifty-three (53) week fiscal year. Salary figures for fiscal years 1997
and 1996 include twenty-six (26) bi-weekly payments.
(2) Mr. Rohde received a restricted stock award on August 26, 1996 of 200,000
shares that vest 10% per year beginning May 25, 1997 and immediately upon death,
total disability, change of control, termination of employment by ConAgra
without cause and voluntary termination by Mr. Rohde with good reason. Mr.
Manuel received restricted stock awards of 100,000 shares on July 6, 1995 which
vest 10% per year beginning June 1, 1996 and immediately upon death, total
disability or change of control, 10,088 shares on July 12, 1996 (for fiscal 1996
services) which vest at the earlier of death, total disability, change of
control or June 1, 2001 assuming continued employment, and 1,824 shares on July
11, 1997 (for fiscal 1997 services) which vest at the earlier of death, total
disability, change of control or June 1, 2002 assuming continued employment. Mr.
McKinnerney received a restricted stock award on July 11, 1997 of 20,000 shares
that vest on the earlier of retirement after attaining age 65, 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 1998, the
aggregate restricted (unvested) stock holdings (including the fiscal 1998 awards
reflected above), valued at the closing price on ConAgra common stock at May 31,
1998 without giving effect to the diminution of value attributable to the
restrictions on such stock were: Mr. Fletcher - $4,718,084 (161,302 shares); Mr.
Rohde - $5,875,565 (200,874 shares); Mr. Manuel - $7,641,124 (261,235 shares);
Mr. McKinnerney - $1,865,302 (63,771 shares); Mr. Lochmann - $4,731,948 (161,776
shares); Mr. Gustin - $655,083 (22,396 shares).
(3) Amounts represent contributions by ConAgra to ConAgra's qualified and
nonqualified 401(k) plans plus the dollar value for term life insurance premiums
for certain executives. Fiscal year 1998 life insurance premium values are as
follows: Mr. Fletcher, $8,411; Mr. Rohde, $1,994; Mr. Manuel, $2,592; Mr.
McKinnerney, $4,095; Mr. Lochmann, $3,704; Mr. Gustin, $1,218.
(4) Mr. Rohde became an executive officer on August 26, 1996. Mr. Lochmann
retired on May 31, 1998. Mr. Gustin's employment terminated on June 29, 1998.
<PAGE>
The following table sets forth information on grants of stock options
during the fiscal year ended May 31, 1998 to the executive officers named in the
Summary Compensation Table. No stock appreciation rights were granted during
fiscal 1998.
<TABLE>
OPTION GRANTS FOR FISCAL YEAR 1998
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Full
Individual Grants Option Term(4)
_______________________________________________________________________________ _____________________________
% of Total
Option Grants Per Share
Options to Employees Exercise Expiration
Granted in Fiscal 1998 Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Philip B. Fletcher (1) 48,696 0.97% $33.9062 10/01/07 $1,040,332 $2,625,386
Bruce Rohde (2) 40,000 0.80% $33.9062 10/01/07 854,552 2,156,552
Bruce Rohde (3) 200,000 4.00% $31.8750 3/25/08 4,017,000 10,137,000
Thomas L. Manuel (1) 16,232 0.33% $33.9062 10/01/07 346,777 875,129
Floyd McKinnerney (1) 16,232 0.33% $33.9062 10/01/07 346,777 875,129
Leroy O. Lochmann (1) 24,348 0.49% $33.9062 10/01/07 520,166 1,312,693
David J. Gustin (1) 16,232 0.33% $33.9062 10/01/07 346,777 875,129
All Stockholders (5) $ 9.6 billion $24.1 billion
</TABLE>
(1) These options were granted on October 1, 1997 at the then fair market price
of ConAgra's common stock. The options become exercisable in 20% annual
installments commencing May 31, 1998 and become immediately exercisable upon
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) These options were granted on October 1, 1997 at the then fair market price
of ConAgra's common stock. The options become exercisable in 20% annual
installments commencing on October 1, 1997 with respect to 21,738 shares and on
May 31, 1998 with respect to 18,262 shares, and with all shares becoming
immediately exercisable upon 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.
(3) These options were granted on March 25, 1998 at the then fair market price
of ConAgra's common stock. The options become exercisable in 20% annual
installments commencing May 31, 1998 and become immediately exercisable upon
death, change in control of the company (as defined in the Stock Plan) and
certain other events. Shares acquired on exercise of the options are restricted
for one year in case of certain voluntary and involuntary termination situations
as determined by the Human Resources Committee.
(4) 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 prices at
the end of the ten-year term for the options described in footnotes (1) and (2)
are $55.27 and $87.82, and described in footnote (3) are $51.96 and $82.56, for
5% and 10% appreciation, respectively. 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.
(5) The amount for "all stockholders" represents the increase in total ConAgra
stockholder value if the assumed rates used in the stock option assumptions are
achieved (using the $33.9062 exercise price) multiplied by the 447,387,590
common shares outstanding on October 1, 1997.
<PAGE>
The following table sets forth information on aggregate option exercises in
the last fiscal year and information with respect to the value of unexercised
options to purchase ConAgra's Common Stock for the executive officers named in
the Summary Compensation Table.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND FY-END OPTION VALUES
Unexercised Value of Unexercised
Options Held at FY-End In-the-Money Options
(#) at FY-End ($) (2)
Shares Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($)(1) ------------------------------ ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Philip B. Fletcher 0 0 448,842 515,104 6,791,359 3,325,106
Bruce Rohde ...... 0 0 127,999 312,001 620,000 930,000
Thomas L. Manuel . 32,714 894,819 57,965 32,359 708,897 143,125
Floyd McKinnerney 29,464 675,421 183,191 38,367 2,816,299 216,694
Leroy O. Lochmann 0 0 118,704 51,866 1,474,610 259,594
David J. Gustin .. 0 0 80,767 25,679 1,066,502 108,370
</TABLE>
(1) Value realized is the difference between the closing price of ConAgra's
common stock at the time of exercise and the exercise price of the options
multiplied by the number of shares.
(2) Value realized is the difference between the closing price of ConAgra's
common stock on the last trading day of Fiscal 1998 and the exercise price of
in-the-money options multiplied by the number of shares subject to in-the-money
options.
The following table provides information concerning fiscal year 1999
participation units approved for the executive officers named in the Summary
Compensation Table under the Long-Term Senior Management Program in May 1998 by
the Human Resources Committee. The Plan is an incentive to management to
increase earnings per share after tax in excess of 5% per year compounded from a
five-year average earnings base lagged five years. The participants are eligible
to share in an award pool equal to 8% of the excess after-tax earnings over and
above the described compound growth rate. Beginning with the fiscal year 1999
awards, payouts will be made in restricted share equivalent units. The target
award reflected below is based on a Human Resources Committee approved growth
rate over the base year.
<TABLE>
LONG-TERM INCENTIVE PLAN - AWARDS MADE IN FISCAL YEAR 1998
Performance or Estimated Future Payouts
Number of, other Period Until
Shares, Units or Maturation or Threshold Target Maximum
Other Rights Payout ($ or #) ($) ($ or #)
<S> <C> <C> <C> <C> <C>
Bruce C. Rohde 12 Units (1) 0 (1) 1,260,000 N/A
Thomas L. Manuel 4 Units (1) 0 (1) 420,000 N/A
Floyd McKinnerney 2 Units (1) 0 (1) 210,000 N/A
</TABLE>
(1) Amount represents the target under the Plan. See description above. Any
share equivalent units issued under the Plan are restricted. Common stock
dividend equivalents are issued with respect to the share equivalent units. The
share equivalent units vest on the fifth anniversary of issuance, or earlier
upon death, normal retirement, 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.
<PAGE>
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 1998 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>
PENSION PLAN TABLE
Final Average Credited Years of Service
Remuneration 10 15 20 25 30 35 40
---- ---- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 5,800 $ 8,700 $ 11,700 $ 14,600 $ 17,500 $ 20,400 $ 23,300
100,000 13,000 19,500 26,100 32,600 39,100 45,600 52,100
150,000 20,200 30,300 40,500 50,600 60,700 70,800 80,900
200,000 27,400 41,100 54,900 68,600 82,300 96,000 109,700
250,000 34,600 51,900 69,300 86,600 103,900 121,200 138,500
500,000 70,600 105,900 141,300 176,600 211,900 247,200 282,500
1,000,000 142,600 213,900 285,300 356,600 427,900 499,200 570,500
1,500,000 214,600 321,900 429,300 536,600 643,900 751,200 858,500
2,000,000 286,600 429,900 573,300 716,600 859,900 1,003,200 1,146,500
2,500,000 358,600 537,900 717,300 896,600 1,075,900 1,255,200 1,434,500
3,000,000 430,600 645,900 861,300 1,076,600 1,291,900 1,507,200 1,722,500
</TABLE>
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). Covered
compensation includes salary and bonus. As of May 31, 1998, the named executive
officers who participate in the defined benefit pension plan had the following
credited years of service: Mr. Fletcher, 25 years; Mr. Rohde, 9 years; Mr.
Manuel, 21 years; Mr. McKinnerney, 19 years; Mr. Lochmann, 45 years; Mr. Gustin,
6 years.
ConAgra has conditional employment agreements with certain of its officers,
including all executive officers named in the summary compensation table. These
contracts were executed between 1976 and 1996 and were amended and restated in
1998. 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 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, and 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 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 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.
<PAGE>
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,
which incentive agreement was amended in 1996 and 1997. Payouts under the
special incentive occur only if ConAgra's compound annual growth in earnings per
share over the five fiscal years ending May 31, 1998 exceed 10%. Mr. Fletcher
will receive a one-time award on September 1, 1998 equal to the value of 100,000
shares of ConAgra Common Stock for each one percentage point of averaged
earnings per share growth (as determined pursuant to the incentive agreement) in
excess of the 10% compound annual growth rate from a fiscal 1993 earnings per
share base of $.79 per share.
ConAgra and Mr. Rohde are parties to an employment agreement effective
August 26, 1996. Mr. Rohde receives as compensation (i) a base salary of not
less than $750,000 per annum, (ii) participation in ConAgra's Executive Annual
Incentive Plan with a target bonus of not less than 80% of base salary, (iii)
participation in the Long-Term Senior Management Incentive Plan, (iv) an award
of 200,000 (post-1997 stock split) restricted shares vesting at the rate of 10%
per year and (v) 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), the
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'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 1998.
<PAGE>
The Committee has reviewed ConAgra'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'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 remuneration.
Base Salary
The Committee establishes the salary ranges for executive positions in
relation to the 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.
Rohde's base salary was increased to $ 950,000 per annum in September 1997
following a review of his performance by the Committee at the time he was named
Chief Executive Officer.
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 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 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 stockholders
approved at the 1994 Annual Meeting.
Mr. Rohde's annual bonus for fiscal 1998 was based on attainment of goals
established by the Committee at the beginning of the fiscal year. The target
goals for fiscal 1998 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 1982
and stock plans approved by stockholders in 1985, 1990 and 1995.
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. For fiscal 1998 and prior years, the cash portion of the award
(generally 50% of the total award) was intended to cover the participant's
federal, state and local income tax liability; the balance of the award
(generally 50% of the total award) was 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 1998 at an award level generally 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 $747,600 and the issuance of 28,890 shares of restricted
ConAgra Common Stock for fiscal 1998 results.
<PAGE>
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% to 1.25% of ConAgra's outstanding Common Stock. During fiscal
1998, options were granted to 1,482 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 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 at the time of vesting at the end of the fiscal year in order to
exercise the options.
The Chief Executive Officer received 240,000 non-qualified stock options
during fiscal 1998. Mr. Rohde received non-qualified grants of 21,738 and 18,262
on October 1, 1997, both with an exercise price of $33.9062. These options
become exercisable in 20% annual installments commencing on October 1, 1997 and
May 31, 1998, respectively. Mr. Rohde received 200,000 non-qualified options on
March 25, 1998 with an exercise price of $31.875. These options become
exercisable in 20% annual installments commencing on May 31, 1998. The option
grants of 21,738 and 200,000 was made following a review by the Committee of
option-based grants at other major food companies and were designed to provide
competitive long-term option incentives to the CEO. The Committee established
the 18,262 option grant to Mr. Rohde and the discretionary option grants to
ConAgra's other executive officers in 1998 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
Carl E. Reichardt, Chairman
Thomas R. Williams
Clayton K. Yeutter
<PAGE>
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 1998. Both graphs set the
beginning value of ConAgra Common Stock and the Indices at $100. All
calculations assume reinvestment of dividends. The performance graphs compare
ConAgra with both the Standard and Poor's (S&P) 500 Stock Index and the S&P Food
Group Index. All Index values are weighted by capitalization of companies
included in the group.
Performance Graphs based on following information:
<TABLE>
FIVE YEAR COMPARISON
<S> <C> <C> <C> <C> <C> <C>
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
Starting
Five Year Basis 1993 1994 1995 1996 1997 1998
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
ConAgra, Inc. ($) $100.00 $117.46 $139.81 $182.55 $264.08 $260.64
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
S&P 500 ($) $100.00 $104.26 $125.31 $160.94 $208.28 $272.20
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
S&P Foods ($) $100.00 $99.34 $125.27 $147.57 $194.75 $263.76
- --------------------- -------------- ------------- -------------- ------------- -------------- -------------
</TABLE>
<TABLE>
TEN YEAR COMPARISON
<S> <C> <C> <C> <C> <C> <C>
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
Starting
Basis
Ten Year 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
ConAgra, Inc. ($) $100.00 $118.23 $169.15 $252.03 $217.57 $215.74 $253.40 $301.62 $393.83 $569.73 $562.30
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
S&P 500 ($) $100.00 $126.80 $147.87 $165.30 $181.59 $202.67 $211.30 $253.96 $326.19 $422.13 $551.66
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
S&P Foods ($) $100.00 $150.60 $176.04 $225.05 $235.58 $247.02 $245.38 $309.45 $364.54 $481.09 $651.55
- -------------------- --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- ---------
</TABLE>
<PAGE>
ITEM 2: 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
30, 1999. The same firm conducted the fiscal 1998 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 action.
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" THE PROPOSAL ABOVE.
ITEM 3: STOCKHOLDER PROPOSAL
The Company has been informed by the Domestic and Foreign Missionary
Society of the Episcopal Church, 815 Second Avenue, New York, New York, and the
Sisters of Mercy Regional Community of Detroit, 29000 Eleven Mile Road,
Farmington Hills, Michigan, that they intend to introduce the following
resolution at the Annual Meeting:
"We believe there is a strong need for corporate commitment to equal
employment opportunity. We also believe a clear policy opposing all forms of
discrimination is a sign of a socially responsible company. Because a
substandard equal employment record leaves a company open to expensive legal
action, poor employee morale and even the loss of certain types of business, we
believe it is in the company's and shareholder's interests to have information
on our company's equal employment record available.
One of the country's largest institutional investors, the California
Public Employees' Retirement System, includes workplace guidelines as part of
its corporate performance criteria. The Department of Labor's Glass Ceiling
Commission has recently conducted studies with the help of a number of
corporations and in 1994 held public hearings to ascertain the status of
equality and diversity in Corporate America.
As a major employer we are in a position to take the lead in ensuring
that employees receive fair employment opportunities. We believe a report
containing the basic information requested in the resolution keeps the issue
high on the agenda of top management and the Board of Directors, and also
reaffirms our public commitment to equal employment opportunity and programs
responsive to the concerns of all employees. Publicizing our standards is
helpful to our investors and the companies with which we do business.
We are requesting that EEO information already gathered for the purpose
of complying with government regulations be made available to company
shareholders upon request. The format of the report requested is not the central
question. Many corporations openly release their EEO-I information in annual
reports or public interest booklets. Different companies use different styles in
telling their stories to shareholders. Capital Cities/American Broadcasting
Company, Bristol-Meyers, Squibb, and Travelers produced a substantial magazine
style report. Campbell Soup produced a straightforward four-page report. We feel
this request is fair and reasonable.
RESOLVED: The shareholders request the Board of Directors prepare a
report at reasonable cost on the issues described below by August 1999. This
report, which may omit confidential information, shall be available to
shareholders and employees.
1. A chart identifying employees according to their race and sex in each of the
nine major Equal Employment Opportunity Commission-defined job categories for
1995, 1996 and 1997, listing either numbers or percentages in each category.
2. A summary description of any affirmative action policies and programs to
improve performance, including job categories where women and minorities are
underutilized.
3. A description of any policies and programs oriented specifically toward
increasing the number of managers who are qualified females and/or who belong to
ethnic minority groups.
<PAGE>
4. A description of how our company publicizes its affirmative action policies
and programs to merchandise suppliers and service providers.
5. A description of any policies and programs directing the purchase of goods
and services to minority-and/or female-owned business enterprises."
BOARD RECOMMENDATION
The Company is firmly committed to and believes it is in full
compliance with federal and state employment opportunity laws. It is the
Company's policy to recruit, hire, train and promote the most qualified
individuals available for each job without regard to race, color, religion, sex,
national origin, age or disability. Equal employment opportunity and diversity
issues have long been high on the agenda of management and the Board of
Directors as part of the ordinary business operations of the Company. Adoption
of the proposal is not needed to enhance the Company's already strong commitment
to equal employment nor to ensure that the Company's employees receive fair
employment opportunities.
The Company's policy is to select vendors and suppliers based on the
quality and value of their products to our customers, as well as their
reliability in past dealings with the Company. The Board feels these policies
are in the best interests of the stockholders and that a further statement to
stockholders of such policies is unnecessary.
The Company compiles and files federally mandated statistical reports
regarding employment practices at significant time and expense to the Company.
Additional reports, as requested by the proponents, would increase the Company's
expenditures, and would not assist management in providing a workplace where
each individual is judged fairly according to his or her efforts and abilities.
Accordingly, the Board of Directors believes the proposal should not be approved
by the Company's stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THE PROPOSAL
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
1999 STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented in the 1999 Annual
Meeting proxy statement must be received by the Company no later than April 29,
1999.
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 for the 1999 annual
meeting must be received by the Company at One ConAgra Drive, Omaha, NE
68102-5001, not less than sixty nor more than ninety days prior to the first
anniversary of the 1998 annual meeting. However, if the date of the 1999 annual
meeting is advanced by more than 20 days or delayed by more than 60 days from
such anniversary date, such notice must be received by the Company not later
than the 60th day prior to such meeting day or the tenth day following public
announcement of such meeting date.
The By-laws specify the information which must accompany any such
stockholder notice. Any stockholder may obtain details on the provisions of the
By-laws 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.
<PAGE>
[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
24, 1998 Annual Stockholders Meeting
The undersigned stockholder appoints each of P. B. Fletcher, B. Rohde and
W. Scott, Jr. 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, 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)
<PAGE>
[BACK]
This proxy will be voted as directed, or if no direction is indicated, will be
voted as recommended by the Board of Directors.
Please mark
Your votes as
Indicated in
This example /X/
This proxy is solicited on behalf of the Board of Directors.
The Board of Directors recommends a vote FOR Items 1 and 2.
Item 1. Elect Directors - Nominees: Mogens C. Bay, Charles M. Harper,
Carl E. Reichardt, Marjorie M. Scardino, Kenneth E. Stinson
FOR WITHHELD WITHHELD FOR: (Write nominee name(s)
in the space provided below.)
/_/ /_/
___________________________________
Item 2. Appointment of Independent Accountants
FOR AGAINST ABSTAIN
/_/ /_/ /_/
The Board of Directors recommends a vote AGAINST Item 3.
Item 3. Stockholder Proposal --Employment Reporting
FOR AGAINST ABSTAIN
/_/ /_/ /_/
___________________________________
Signature
___________________________________
Signature
___________________________________
Date
NOTE: Please sign as name appears here.
Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian,
give full title.
