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))
[XX] 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)
------------------------------------------------------------------
(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:
_________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined): _________________________
4) Proposed maximum aggregate value of transaction: ________________________
5) Total fee paid: _________________________________________________________
[ ] 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:______________________________________________
2) Form, Schedule or Registration Statement No.:________________________
3) Filing Party:________________________________________________________
4) Date Filed:__________________________________________________________
<PAGE>
CONAGRA PROXY STATEMENT
for
September 23, 1999
Annual Stockholders' Meeting
of ConAgra, Inc.
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
Bruce Rohde
Chairman and
Chief Executive Officer
Dear Stockholder:
It's our pleasure to invite you to ConAgra's Annual Meeting of Stockholders
in Omaha on September 23, 1999. In the following pages you'll find information
about the meeting plus a Proxy Statement.
A brief reception will precede the meeting and management presentation,
followed by a question and answer session for stockholders.
If you can't be with us in person, please be sure to vote your shares by
proxy. Just mark, sign and date the enclosed proxy card and return it in the
postage-paid envelope. Stockholders may also vote by telephone or via the
Internet.
Your prompt response will help your Company avoid additional solicitation
costs. In person or by proxy, your vote is important. Thank you!
Sincerely,
/s/ Bruce Rohde
Bruce Rohde
August 20, 1999
<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
To ConAgra Stockholders:
ConAgra's Annual Stockholders' Meeting will be held on Thursday, September
23, 1999 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:
* Elect directors.
* Approve independent accountants for fiscal 2000.
* Approve the ConAgra executive incentive plan.
* Act on stockholder proposal.
Stockholders of record as of the close of business on July 30, 1999 are
eligible to vote at the Annual Stockholders' Meeting.
It's important that your shares be represented whether or not you plan to
attend. You may vote by marking, signing and dating the enclosed proxy card and
returning it in the postage paid envelope. Stockholders may also vote by
telephone or via the Internet. If you attend the meeting, you may withdraw your
proxy at that time and vote your shares in person.
By order of the Board of Directors.
/s/ James P. O'Donnell
James P. O'Donnell
August 20, 1999
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 23, 1999
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 23, 1999. Stockholders of record at the close of business on July
30, 1999 will be entitled to vote at the meeting.
PROXIES
Your vote is very important. For this reason, the Board of Directors is
requesting that you use the enclosed Proxy Card to vote your shares. If the
accompanying proxy is executed, the shares represented by the proxy will be
voted as specified. You may also vote your shares by delivering your proxy by
telephone or via the Internet. The Company may retain a proxy solicitor to
assist in the solicitation of proxies, for which the Company would pay usual and
customary fees. This Proxy Statement is being mailed to stockholders on or about
August 20, 1999.
If a broker, bank or other nominee holds your Common Stock, you will receive
instructions from them that you must follow in order to have your shares voted.
If you hold certificate(s) in your own name as a holder of record, you may vote
your Common Stock by signing, dating and mailing the Proxy Card in the postage
paid envelope provided. Of course, you can always come to the meeting and vote
your shares in person.
You may revoke the proxy before the meeting, whether delivered by telephone,
Internet or through the mail, by using the telephone voting procedures, the
Internet voting procedures or by mailing a signed instrument revoking the proxy
to: James P. O'Donnell, Corporate Secretary, ConAgra, Inc., One ConAgra Drive,
Omaha, Nebraska, 68102; to be effective, a mailed revocation must be received by
the Secretary on or before September 22, 1999. A stockholder may attend the
meeting in person, withdraw the proxy and vote in person.
VOTING SECURITIES
The Company at July 30, 1999 had issued and outstanding 492,366,644 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 30, 1999.
The presence of a majority of the outstanding Common Stock represented in
person or by proxy at the meeting will constitute a quorum. Shares represented
by proxies that are marked "abstain" will be counted as shares present for
purposes of determining the presence of a quorum. Proxies relating to "street
name" shares that are voted by brokers on some matters will be treated as shares
present for purposes of determining the presence of a quorum, but will not be
treated as shares entitled to vote at the annual meeting on those matters as to
which authority to vote is withheld by the broker ("broker non-votes").
The three nominees receiving the highest vote totals will be elected as
Directors of ConAgra. 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 30, 1999.
VOTING SECURITIES OWNED
BY EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information on ConAgra's Common Stock
beneficially owned by directors and the executive officers named in the summary
compensation table as of July 30, 1999. No director or executive officer
beneficially owned 1% or more of ConAgra's Common Stock. The directors and all
executive officers as a group beneficially owned 1.6% 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 30, 1999.
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
Mogens C. Bay Common Stock 23,600
Philip B. Fletcher Common Stock 2,192,952
Charles M. Harper Common Stock 2,486,760
Robert A. Krane Common Stock 96,812
Gerald Rauenhorst Common Stock 200,744
Carl E. Reichardt Common Stock 74,800
Bruce Rohde Common Stock 453,337
Ronald W. Roskens Common Stock 65,400
Marjorie M. Scardino Common Stock 59,248
Walter Scott, Jr. Common Stock 191,700
Kenneth E. Stinson Common Stock 25,600
Thomas R. Williams Common Stock 159,496
Clayton K. Yeutter Common Stock 66,200
Thomas L. Manuel Common Stock 773,507
James T. Smith Common Stock 110,895
James P. O'Donnell Common Stock 263,378
Kenneth W. DiFonzo Common Stock 170,915
Directors and Executive
Officers as a Group Common Stock 7,766,332
(22 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 2,496,643 common shares which directors and
executive officers are entitled to acquire pursuant to stock options exercisable
within sixty days of July 30, 1999.
<PAGE>
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of twelve members,
divided into three classes. Each class serves for three years on a
staggered-term basis. Following the retirement of director Thomas R. Williams on
September 23, 1999, there will be eleven members of the Board of Directors.
The terms of the following directors expire at the annual meeting to be
held on September 23, 1999: Ronald W. Roskens, Kenneth E. Stinson and Clayton
Yeutter. The Board of Directors' nominees to positions on the Board expiring in
September 2001 are: Ronald W. Roskens, Kenneth E. Stinson and Clayton Yeutter.
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 1999
Annual Stockholders' Meeting are listed first.
RONALD W. ROSKENS - Nominee -- 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 66 years of age.
KENNETH E. STINSON - Nominee -- Omaha, Nebraska. Chairman and Chief
Executive Officer of Peter Kiewit Sons', Inc. (construction and mining).
Director, Valmont Industries, Inc. and Level 3 Communications, Inc. Mr. Stinson
has been a director since 12/12/96. His current term expires 9/23/99. He is 56
years of age.
CLAYTON K. YEUTTER - Nominee -- Scottsdale, Arizona. 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, Zurich Financial Services, and Farmers Insurance Co. Mr. Yeutter has been a
director since 12/3/92. His current term expires 9/23/99. He is 68 years of age.
The following directors serve for terms that expire after 1999:
MOGENS C. BAY - 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. and Peter Kiewit Sons', Inc. Mr. Bay has
been a director since 12/12/96. His current term expires 9/27/01. He is 50 years
of age.
PHILIP B. FLETCHER - Wilson, Wyoming. Chairman of the Board of ConAgra from
May 1993 to September 1998 and Chief Executive Officer of ConAgra from September
1992 to September 1997; Director of Level 3 Communications, Inc. Mr. Fletcher
has been a director since 7/13/89. His current term expires 9/20/00. He is 66
years of age.
CHARLES M. HARPER - Omaha, Nebraska. Chief Executive Officer, RJR Nabisco
Holdings Corp. from June 1993 to December 1995; Chairman RJR Nabisco Holdings
Corp. 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. Mr. Harper has been a
director since 8/13/75. His current term expires 9/27/01. He is 71 years of age.
ROBERT A. KRANE - Denver, Colorado. Consultant, KRA, Inc. from September
1990 to 1998; President, Chief Executive Officer and Director of Central
Bancorporation, Inc. from June 1988 until January 1990; President, COO and
Director of Central Bancorporation, 1986 to 1988; Vice Chairman and Director of
Norwest Corporation, 1982 to 1985; President and Director of Norwest
Corporation, 1981 to 1982. Mr. Krane has been a director since 7/20/82. His
current term expires 9/20/00. He is 65 years of age.
CARL E. REICHARDT - San Francisco, California. Retired Chairman of the
Board of Directors and Chief Executive Officer of Wells Fargo & Company and
Wells Fargo Bank. Director of Columbia/HCA Healthcare Corporation, Ford Motor
Co., HSBC Holdings, plc., McKesson HBOC, Inc. and Newhall Management
Corporation. Mr. Reichardt has been a director since 3/1/93. His current term
expires 9/27/01. He is 68 years of age.
BRUCE ROHDE - Omaha, Nebraska. President of ConAgra since August 1996,
Chief Executive Officer of ConAgra since September 1997 and Chairman of the
Board of ConAgra since September 1998. President of McGrath, North, Mullin &
Kratz, PC from 1984 to August 1996. Director of Valmont Industries, Inc. Mr.
Rohde has been a director since 8/26/96. His current term expires 9/20/00. He is
50 years of age.
MARJORIE M. SCARDINO - 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. Mrs. Scardino has
been a director since 6/1/94. Her current term expires 9/27/01. She is 52 years
of age.
WALTER SCOTT, JR. - Omaha, Nebraska. Chairman of the Board of Level 3
Communications, Inc.; Chairman Emeritus of Peter Kiewit Sons', Inc.
(construction and mining). Director of Berkshire Hathaway Inc., Burlington
Resources, Inc., CalEnergy Company, Inc., Commonwealth Telephone Enterprises,
Inc., RCN Corporation, and Valmont Industries, Inc. Mr. Scott has been a
director since 12/5/86. His current term expires 9/20/00. He is 68 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., AVADO and National Life Insurance Company; Trustee of The
Fidelity Group of Mutual Funds. Mr. Williams has been a director since 9/19/78.
He will retire from the Board on 9/23/99. He is 70 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.
<PAGE>
DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis. During fiscal
1999, 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
1999, are Walter Scott, Jr. (Chairman), Robert A. Krane and Mogens C. Bay.
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 1999, the Corporate
Affairs Committee met six times and is composed of Ronald W. Roskens (Chairman),
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 four
times during fiscal 1999, is composed of Philip B. Fletcher (Chairman), Charles
M. Harper, Carl E. Reichardt, Bruce Rohde and Walter Scott, Jr.
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 1999, the Human Resources Committee met six
times and is composed of Carl E. Reichardt (Chairman), Thomas R. Williams and
Clayton K. Yeutter.
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
$50,000 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.
Mr. Fletcher was granted a special long-term incentive in May 1993, which
incentive agreement was amended in 1996 and 1997, with respect to his services
as an executive officer of the Company. Pursuant to the incentive, Mr. Fletcher
received 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 average earnings
per share growth (as determined pursuant to the incentive agreement) in excess
of a 10% compound annual growth rate from a fiscal 1993 earnings per share base.
The special incentive earned was the equivalent of 310,000 shares of ConAgra
common stock or $9,067,500. In addition, during fiscal 1999, Mr. Fletcher
received $76,154 for employment services rendered through June 30, 1998.
<PAGE>
ConAgra has entered into various lease agreements with Opus Corporation or
its affiliates. Gerald Rauenhorst, who retired from ConAgra's Board in September
1998, is a controlling stockholder and director of Opus Corporation. 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, 1990 and 1998 require aggregate
annual lease payments by ConAgra of $12,592,959.
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by ConAgra
for services rendered during fiscal years 1999, 1998 and 1997 for the Chief
Executive Officer and the next four highest compensated executive officers of
ConAgra.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Long-Term Compensation
Name/ Restricted Option LTIP All Other
Principal Position Fiscal Salary Bonus Stock Awards Grants Payouts Compensation
Year ($) ($) (1) (4) ($) (4) (#) (1) (4) ($) (2) ($)
Bruce Rohde (3) 1999 950,437 923,700 0 150,042 831,027 58,587
Chairman 1998 915,227 183,000 0 240,000 1,495,200 34,934
Chief Executive 1997 548,163 750,000 4,300,000 200,000 1,001,700 39,986
Officer & President
Thomas L. Manuel 1999 600,355 300,000 0 50,014 277,009 29,376
President & Chief 1998 498,912 498,900 0 16,232 498,400 32,524
Operating Officer 1997 399,258 399,300 61,000 17,430 810,400 28,378
ConAgra Trading
and Processing Cos.
James P. O'Donnell 1999 346,618 125,200 0 50,014 277,009 16,431
Executive Vice 1998 318,500 71,500 0 8,116 498,400 14,291
President, Chief 1997 275,385 182,200 0 8,716 445,200 15,715
Financial Officer,
Secretary
James T. Smith (3) 1999 376,368 38,000 0 35,103 207,757 7,095
President & Chief
Operating Officer
ConAgra Frozen Foods
Kenneth W. DiFonzo 1999 300,000 106,300 0 25,007 138,505 12,301
Senior Vice 1998 254,290 57,100 725,000 8,116 249,200 10,359
President, Profit 1997 207,332 140,900 0 8,716 445,200 12,012
Improvement
(1) Mr. Rohde received a restricted stock award on August 26, 1996 of 200,000
shares that vest 10% per year starting 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 a restricted stock award of 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. DiFonzo received a restricted stock
award on May 7, 1998 of 25,000 shares that vest 20% per year starting May
7, 1999 and immediately upon death, total disability or change of
control. All other restricted shares or equivalent units were awarded
pursuant to ConAgra's long-term senior management incentive plan
and are reported in the LTIP payouts column. Restricted share equivalent
units awarded for fiscal 1999 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. Restricted shares awarded for fiscal years 1998 and 1997 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
and equivalent units. At the end of fiscal 1999, the aggregate restricted
(unvested) stock and/or equivalent holdings (including the fiscal 1999
awards reflected above), valued at the closing price on ConAgra common
stock at May 30, 1999 without giving effect to the diminution of value
attributable to the restrictions on such stock or units were: Mr. Rohde -
$5,274,737 (202,388 shares/units); Mr. Manuel - $5,971,570 (229,125
shares/units); Mr. O'Donnell - $652,787 (25,047 shares/units); Mr. Smith -
$539,728 (20,709 shares/units); Mr. DiFonzo - $1,516,447 (58,185 shares/
units).
(2) 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 1999 life insurance premium
values are as follows: Mr. Rohde, $2,376; Mr. Manuel, $2,376; Mr.
O'Donnell, $2,279; Mr. Smith, $2,295; Mr. DiFonzo, $1,417.
(3) Mr. Rohde became an executive officer on August 26, 1996. Mr. Smith became
an executive officer on September 24, 1998.
(4) Prior to fiscal 1999, awards under ConAgra's long-term senior management
incentive plan were generally paid 50% in restricted stock and 50% in cash
(and reported in the restricted stock awards and LTIP payouts column).
Beginning in fiscal 1999, an amount equal to approximately 50% of the award
will be paid in restricted stock equivalent units, and in lieu of cash a
separate grant of stock options will be made (exercisable at the market
price on the date of grant) equal to four times the number of restricted
stock units. The options are issued following the end of the fiscal year in
which earned (July 1999 for fiscal 1999 grants) but are based on services
performed in the completed fiscal year and are therefore reported above and
in the Option Grant Table as fiscal 1999 grants. For fiscal 1999, long-term
senior management incentive plan awards are reflected above in the LTIP
payouts column (for the value of restricted stock equivalent units) and in
the option grants column, and reporting of the awards for fiscal 1997 and
fiscal 1998 have been conformed to this reporting.
</TABLE>
<PAGE>
The following table sets forth information on grants of stock options during
the fiscal year ended May 30, 1999 to the executive officers named in the
Summary Compensation Table. No stock appreciation rights were granted during
fiscal 1999.
OPTION GRANTS FOR FISCAL YEAR 1999
<TABLE>
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------- -------------------
Individual Grants Grant Date Value
- --------------------------------------------------------------------------------------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
% of Total
Option Grants Per Share
Options To Employees Exercise Expiration Grant Date Present
Granted In Fiscal 1999 Price Date Value ($) (3)
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
Bruce Rohde 28,890 (1) 0.53% 28.3125 09/24/08 177,674
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
Bruce Rohde 121,152 (2) 2.22% 25.5625 07/30/09 800,815
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
Thomas L. Manuel 9,630 (1) 0.18% 28.3125 09/24/08 59,225
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
Thomas L. Manuel 40,384 (2) 0.74% 25.5625 07/30/09 266,938
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
James P. O'Donnell 9,630 (1) 0.18% 28.3125 09/24/08 59,225
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
James P. O'Donnell 40,384 (2) 0.74% 25.5625 07/30/09 266,938
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
James T. Smith 4,815 (1) 0.09% 28.3125 09/24/08 29,612
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
James T. Smith 30,288 (2) 0.55% 25.5625 07/30/09 200,204
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
Kenneth W. DiFonzo 4,815 (1) 0.09% 28.3125 09/24/08 29,612
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
Kenneth W. DiFonzo 20,192 (2) 0.37% 25.5625 07/30/09 133,469
- ------------------------------ ------------ ------------------ -------------- --------------- -------------------
(1) These options were granted on September 24, 1998 at the then fair market
price of ConAgra's common stock. The options become exercisable in 20%
annual installments commencing May 30, 1999 and become immediately
exercisable upon death, change in control of the company (as defined in the
Stock Plan) or retirement. Shares acquired on exercise of the options are
restricted for one year in case of voluntary termination and in certain
involuntary termination situations as determined by the Human Resources
Committee.
(2) These options were granted on July 30, 1999 at the then fair market price of
ConAgra's common stock. The options become exercisable in 20% annual
installments commencing May 28, 2000 and become immediately exercisable upon
death, change in control of the company (as defined in the Stock Plan) or
retirement. Shares acquired on exercise of the options are restricted for
one year in case of voluntary termination and in certain involuntary
termination situations as determined by the Human Resources Committee. These
options were granted in July 1999 (fiscal 2000), but were awarded based upon
fiscal 1999 performance and therefore are shown with fiscal 1999
compensation information.
(3) The estimated grant date present value reflected in the above table is
determined pursuant to SEC regulations using the Black-Scholes model. The
material assumptions and adjustments incorporated in the Black-Scholes model
in estimating the value of the option grants reflected in the above table
include the following for the options granted on September 24, 1998; (1)
exercise price on the options ($28.3125) equal to the fair market value of
the underlying stock on the date of grant; (2) expected option life of six
years; (3) dividend yield of 2.2%; (4) risk-free interest rate of 4.29%; and
(5) volatility of 20.0%; and for the options granted on July 30, 1999 (1)
exercise price on the options ($25.5625) equal to the fair market value of
the underlying stock on the date of grant; (2) expected option life of six
years; (3) dividend yield of 2.2%; (4) risk-free interest rate of 6.12%; (5)
volatility of 20.1%. The ultimate values of the option will depend on the
future market price of the Company's common stock, which cannot be forecast
with reasonable accuracy. The actual value, if any, an optionee will realize
upon exercise of an option will depend on the excess of the market value of
the Company's Common Stock over the exercise price on the date the option is
exercised.
</TABLE>
<PAGE>
The following table sets forth information on aggregate option exercises in
the last fiscal year and information with respect to the value of unexercised
options to purchase ConAgra's Common Stock for the executive officers named in
the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
AND FY-END OPTION VALUES
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ----------------------- --------------- -------------- -------------------------------- --------------------------------
Unexercised Options Value of Unexercised
Held at FY-End In-the-Money Options
(#) (3) At FY-End ($) (2)
- ----------------------- --------------- -------------- -------------------------------- --------------------------------
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Shares
Acquired Value Realized
On Exercise ($) (1) Exercisable Unexercisable Exercisable Unexercisable
(#) ($) ($)
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Bruce Rohde 0 0 221,777 247,113 547,500 365,000
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Thomas L. Manuel 0 0 71,988 27,966 581,258 34,595
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
James P. O'Donnell 13,500 242,812 132,151 20,061 1,476,912 30,788
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
James T. Smith 10,452 139,552 18,311 14,428 63,597 19,991
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Kenneth W. DiFonzo 0 0 85,311 14,428 830,409 19,991
- ----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
(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 1999 and the exercise price
of in-the-money options multiplied by the number of shares subject to
in-the-money options.
(3) Does not include options granted in fiscal 2000 based upon fiscal 1999
service. Such options were not outstanding at fiscal year end.
</TABLE>
<PAGE>
The following table provides information concerning participation units
approved for the executive officers named in the Summary Compensation Table
under the long-term senior management incentive program by the Human Resources
Committee. The Program 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, payouts are
made in restricted share equivalent units and stock options. The target award
reflected below is based on a Human Resources Committee approved growth rate
over the base year.
LONG-TERM INCENTIVE AWARDS (FISCAL YEAR 1999)
<TABLE>
<S> <C> <C> <C> <C> <C>
- ------------------------- ------------------- ------------------- -------------------------------------------------
Estimated Future Payouts
- ------------------------- ------------------- ------------------- -------------------------------------------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
Performance or
Number of other Period Until
Shares, Units or Maturation or Threshold Target Maximum
Other Rights Payout ($ or #) (#) ($ or #)
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
Bruce Rohde 12 (1) 0 33,000 (1) N/A
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
132,000 (2)
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
Thomas L. Manuel 4 (1) 0 11,000 (1) N/A
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
44,000 (2)
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
James P. O'Donnell 4 (1) 0 11,000 (1) N/A
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
44,000 (2)
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
James T. Smith 3 (1) 0 8,250 (1) N/A
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
33,000 (2)
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
Kenneth W. DiFonzo 2 (1) 0 5,500 (1) N/A
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
22,000 (2)
- ------------------------- ------------------- ------------------- ------------- -------------------- --------------
(1) Amount represents the target number of the share equivalent units under the
Plan and is dependent on both earnings and stock price. See description
above. Any share equivalent units issued under the Plan are restricted and
will be issued under ConAgra stock plans. The participants receive common
stock dividends on the share equivalents. 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.
(2) Amount represents the target number of non-qualified stock options which may
be issued in connection with the incentive plan and are dependent on both
earnings and stock price. Such options will be issued under ConAgra stock
plans. The options would be exercisable at the market price of ConAgra's
common stock on the date of grant.
</TABLE>
<PAGE>
BENEFIT PLANS AND 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 1999 at
age 65, to persons in specified remuneration and credited years-of-service
classifications. Annual retirement benefits set forth below are not subject to
reduction for social security or other offset amounts.
PENSION PLAN TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------- ---------------------------------------------------------------------------------------------------------
Credited Years of Service
- ---------------------- ---------------------------------------------------------------------------------------------------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
Final Average
Remuneration 10 15 20 25 30 35 40
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
$50,000 $5,700 $8,600 $11,500 $14,400 $17,200 $20,100 $22,600
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
100,000 12,900 19,400 25,900 32,400 38,800 45,300 50,300
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
150,000 20,100 30,200 40,300 50,400 60,400 70,500 78,000
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
200,000 27,300 41,000 54,700 68,400 82,000 95,700 105,700
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
250,000 34,500 51,800 69,100 86,400 103,600 120,900 133,400
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
500,000 70,500 105,800 141,100 176,400 211,600 246,900 271,900
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
1,000,000 142,500 213,800 285,100 356,400 427,600 498,900 548,900
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
1,500,000 214,500 321,800 429,100 536,400 643,600 750,900 825,900
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
2,000,000 286,500 429,800 573,100 716,400 859,600 1,002,900 1,102,900
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
2,500,000 358,500 537,800 717,100 896,400 1,075,600 1,254,900 1,379,900
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
3,000,000 430,500 645,800 861,100 1,076,400 1,291,600 1,506,900 1,656,900
- ---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
</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 30, 1999, the named executive
officers who participate in the defined benefit pension plan had the following
credited years of service: Mr. Rohde, 10 years; Mr. Manuel, 22 years; Mr. Smith,
6 years; Mr. O'Donnell, 21 years; and Mr. DiFonzo, 8 years.
ConAgra has conditional employment agreements with certain of its officers,
including all executive officers named in the summary compensation table. The
employment agreements require the individuals to support the position of the
Board of Directors with respect to any event by which another entity would
acquire effective control of ConAgra (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 non-forfeitable. In addition, a participant under any
of the plans who is terminated after a change in control shall receive a pro
rata benefit based on the portion of the year for which the participant was
employed.
ConAgra 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 compensation philosophy has been consistent for many years. The
Committee established ConAgra's long-term executive compensation plans with a
view to ConAgra's 14% trendline earnings growth objective and the short-term
executive compensation plans with a focus on annual performance. The benefits
payable under short-term incentive plans are geared to performance in the
current fiscal year, while benefits payable under the long-term incentive plans
are designed to incent executives for measured performance over time. While
ConAgra's overall fiscal 1999 performance did not meet the 14% trendline
objective on an annual basis, ConAgra has exceeded its trendline earnings
objectives over time, and specific ConAgra businesses exceeded their annual
performance targets in 1999.
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 totally 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 1999.
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.
<PAGE>
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 established based on individual performance
and contribution to the profitability of ConAgra, considering the
competitiveness of the total compensation package. The Committee periodically
uses outside consultants and published compensation survey data to review
competitive rates of pay and establish salary ranges. There was no change in Mr.
Rohde's base salary in fiscal 1999.
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 cash compensation program for
ConAgra's executives when business and individual goals are met. The short-term
incentive for ConAgra's executive officers in fiscal 1999 was established under
the Executive Annual Incentive Plan, which stockholders approved at the 1994
Annual Meeting.
Mr. Rohde's annual bonus for fiscal 1999 was based on attainment of goals
established by the Committee at the beginning of the fiscal year. The target
goals for fiscal 1999 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 a
long-term senior management incentive plan and stock plans adopted in 1985, 1990
and 1995.
The long-term senior management incentive plan rewards participants,
including executive officers, based on ConAgra's ability to increase earnings
per share. 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 a 5% compound
growth rate from a five year average earnings base. The award is issued in the
form of restricted share equivalent units, vesting generally on the fifth
anniversary of issuance, and stock options. The Chief Executive Officer
participated in the long-term senior management incentive plan during fiscal
1999 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 for fiscal 1999 resulted in the issuance of
30,288 shares of restricted stock equivalent units and the grant of 121,152
options.
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 up
to 1.25% of ConAgra's outstanding Common Stock. During fiscal 1999, options were
granted to 1,698 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 28,890 non-qualified stock options in
September 1998. The Committee established this option grant to Mr. Rohde in an
amount equivalent to the number of restricted shares received by Mr. Rohde under
the long-term senior management incentive plan for fiscal 1998 results. The
Chief Executive Officer also received 121,152 non-qualified options in July
1999. The Committee established this option grant at four times the number of
restricted stock equivalent units received by Mr. Rohde pursuant to the
long-term senior management incentive plan for fiscal 1999 results.
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 1999. 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 the Standard and Poor's (S&P) 500 Stock Index and the S&P Food
Group Index. All Index values are weighted by capitalization of companies
included in the group.
FIVE YEAR COMPARISON
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
Starting
Five Year Basis 1994 1995 1996 1997 1998 1999
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
ConAgra $100.00 $119.04 $155.43 $224.85 $221.92 $202.61
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
S&P 500 $100.00 $120.19 $154.37 $199.77 $261.07 $315.96
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
S&P Foods $100.00 $126.11 $148.57 $196.06 $265.53 $234.55
- ----------------- -------------- -------------- --------------- -------------- --------------- --------------
</TABLE>
TEN YEAR COMPARISON
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
Starting
Basis
Ten Year 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
ConAgra $100.00 $143.07 $213.15 $183.97 $182.40 $214.23 $255.02 $333.01 $481.73 $475.42 $434.06
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
S&P 500 $100.00 $116.61 $130.36 $143.21 $159.84 $166.64 $200.29 $257.24 $332.91 $435.06 $526.53
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
S&P Foods $100.00 $116.89 $149.44 $156.43 $164.30 $162.94 $205.49 $242.08 $319.47 $432.66 $382.18
- ----------------- --------- --------- ---------- --------- ---------- ---------- --------- -------- ----------- --------- ---------
</TABLE>
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 28, 2000. The
same firm conducted the fiscal 1999 examination. 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: APPROVAL OF THE CONAGRA EXECUTIVE INCENTIVE PLAN
The Internal Revenue Code requires stockholder approval every five years for
certain incentive plans in order to preserve the tax deductibility of payments
under the plan. Accordingly, the Board of Directors has unanimously approved the
ConAgra Executive Incentive Plan (the "Plan"). The Plan is designed to provide
incentives to executive officers and other senior management officers of ConAgra
who have significant responsibility for the success and growth of ConAgra and to
assist ConAgra in attracting, motivating and retaining executive officers and
senior management officers on a competitive basis.
Stockholder approval of the Plan is required if payments under the Plan are
to be tax deductible as performance-based compensation under Section 162 (m) of
the Internal Revenue Code. Section 162 (m) generally disallows a tax deduction
for compensation over $1 million paid to an executive officer named in the
Summary Compensation Table, unless such compensation qualifies as
performance-based. The stockholders approved a prior plan for the purposes of
Section 162 (m) compliance in 1994. However, Section 162 (m) requires such plans
receive stockholder approval every five years. No payments will be made under
the Plan if stockholders do not approve the Plan.
The principal features of the Plan are described below:
Administration of the Plan
The Plan shall be administered by the Human Resources Committee of the Board
of Directors (the "Committee"). The Committee shall have the sole discretion to
interpret the Plan; approve a pre-established objective performance measure or
measures annually; certify the level to which each performance measure was
attained prior to any payment under the Plan; approve the amount of awards made
under the Plan; and determine who shall receive any payment under the Plan.
The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations and guidelines for the
administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee's interpretations of the Plan and
all actions taken and determinations made by the Committee shall be conclusive
and binding on all parties concerned, including ConAgra, its stockholders and
any person receiving an award under the Plan.
Eligibility
Executive officers and other senior management officers of ConAgra shall be
eligible to receive awards under the Plan. Such officers include the Chief
Executive Officer, the members of the Office of the President, other executive
and senior management officers, and any persons performing similar duties in the
future. The Committee shall designate the officers who will participate in the
Plan each year.
Awards
The Committee shall establish annual and/or long-term incentive award
targets for participants. The approximate number of participants for fiscal 2000
is fifty.
The Committee shall also establish annual and/or long-term performance
targets, which must be achieved in order for an award to be earned under the
Plan. Such targets shall be based on earnings, earnings per share, growth in
earnings per share, achievement of annual operating profit plans, return on
equity performance, or similar financial performance measures as may be
determined by the Committee. The specific performance targets for each
participant shall be established in writing by the Committee within ninety days
after the commencement of the fiscal year (or within such other time period as
may be required by Section 162 (m) of the Internal Revenue Code) to which the
performance target relates; provided, if an individual becomes an executive
officer or senior management officer during the year, such individual may be
granted eligibility for an incentive award for that year upon such individual
assuming such position. The performance target shall be established in such a
manner that a third party having knowledge of the relevant facts could determine
whether the performance goal has been met.
Awards shall be payable following the completion of each fiscal year upon
certification by the Committee that ConAgra achieved the specified performance
targets established for the participant. Awards payable in stock or options
shall be issued from ConAgra's stock plans. Notwithstanding the attainment by
ConAgra of the specified performance targets, the Committee has the discretion,
for each participant, to reduce some or all of an award that would otherwise be
paid. However, in no event may a participant receive an award of more than .1%
of ConAgra's market capitalization as of the first day of the fiscal year under
the Plan in any fiscal year.
Effective Date, Amendments and Termination
The Plan became effective on July 9, 1999, subject to approval by the
stockholders of ConAgra at the 1999 Annual Meeting of Stockholders. The
Committee may at any time terminate or from time to time amend the Plan in whole
or in part, but no such action shall adversely affect any rights or obligations
with respect to any awards previously made under the Plan. However, without
stockholder approval, no amendment of the Plan shall be effective which would
increase the maximum amount which can be paid to any one participant under the
Plan in any fiscal year, which would change the performance goals permissible
under the Plan for payment of awards, or which would modify the requirement as
to eligibility for participation in the Plan.
Vote Required for Approval
The approval of the Plan requires the affirmative vote of the holders of a
majority of ConAgra's outstanding capital stock present or represented by proxy
and entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE CONAGRA
EXECUTIVE INCENTIVE PLAN.
ITEM 4: STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS
The Company has been informed that the International Brotherhood of
Electrical Workers' Pension Benefit Fund, 1125 15th Street, N.W. , Washington,
D.C., which reports an ownership of 24,597 shares of ConAgra common stock,
intends to introduce the following resolution at the Annual Meeting:
Be it Resolved: That the shareholders of ConAgra ("Company") urge that the Board
of Directors establish a political "Soft Dollar" or "Soft Money" contributions
program that includes the following features:
1. Contribution Guidelines: the Board of Directors will provide upon the request
of a shareholder contribution guidelines that clearly define the issues and
interests that the Company is seeking to promote with its "Soft Dollar"
political contributions; and
2. Contribution Reporting: comprehensive political contribution reporting will
be provided upon the request of a shareholder, documenting the entities that
were the recipients of the Company's political "Soft Dollar" contributions
during the previous twelve month period.
Proponent's Statement of Support
The American political election process is the cornerstone of the country's
democratic system of government, serving as the central means by which all
citizens can participate in the public debate of ideas and elect representatives
to protect and promote our collective interests. The integrity of the political
process is currently being challenged by the flood of unregulated "soft dollar"
political contributions into the political process. The corruptive influence of
this political money has contributed to a growing cynicism by Americans toward
the political electoral process.
In response to the growing public repulsion towards "soft dollar" political
giving, several major corporations, including General Motors, Monsanto and
Allied Signal, have stated their intent to end the practice. The audacious
manner in which the "soft dollars" have been raised and the lack of accounting
for how they are spent are particularly troubling aspects of the "soft dollar"
giving process. Concerned about possible association with the unseemly aspects
of the "soft dollar" fundraising process, which has received considerable press
attention, these corporations are removing themselves from the process. The
large amounts of money flowing to the political parties have also led many to
suspect that more than good government is being sought by contributors.
Our Company has made "soft dollar" political contributions from corporate
assets. In order to provide shareholder accountability in this area, we believe
that it would be good corporate practice to establish a Board Contribution
Policy that provides upon the request of a shareholder a report on the Company's
"soft dollar" giving activity.
Board Recommendation
The Company complies with all applicable federal and state laws and
regulations relating to political contributions. Company policy prohibits the
use of Company funds or assets for federal political campaign contributions.
Contributions to national and state political parties is permitted in
furtherance of the Company's business interests. The aggregate amount
contributed by the Company to national and state political parties is immaterial
from a financial point of view. Any contributions described in the proposal have
been fully disclosed by the recipients in publicly available filings as required
by applicable federal and state laws.
The Board of Directors believes that the Company's current policies and the
reporting presently required under federal state laws are appropriate to advance
corporate interests and provide related disclosures. Accordingly, the Board of
Directors believes that adopting the resolution would not further any corporate
purpose.
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.
FISCAL 2000 STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented in the 2000 Annual
Meeting proxy statement must be received by the Company no later than April 29,
2000.
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 2000 annual
meeting must be received by the Company at One ConAgra Drive, Omaha, NE
68102-5001, not less than 90 nor more than 120 days prior to the first
anniversary of the 1999 annual meeting. However, if the date of the 2000 annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, such notice must be received by the Company not later
than the 90th day prior to such meeting day or the tenth day following public
announcement of such meeting date.
The 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)
Company # ______
Control # ________
There are three ways to vote your Proxy.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
Telephone and Internet voting are available until 12:00 p.m. (ET) on September
22, 1999.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 *Use any touch-tone telephone to vote
your proxy. * You will be prompted to enter your 3-digit Company Number and
your 7-digit Control Number, which are located above.
* Follow the simple voice mail instructions.
VOTE BY INTERNET - http://www.eproxy.com/cag/ * Use the Internet to vote your
proxy. * You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number, which are located above to obtain your records and
create an electronic ballot.
VOTE BY MAIL
Please follow the instructions on the Proxy Card below.
If you vote by Phone or Internet, please do not mail your Proxy Card.
<PAGE>
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
23, 1999 Annual Stockholders Meeting
The undersigned stockholder appoints each of B. Rohde, P. B. Fletcher, 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, 2 AND 3, AND AGAINST
ITEM 4.
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. This proxy is solicited on
behalf of the Board of Directors.
The Board of Directors recommends a vote FOR Items 1, 2 and 3.
Item 1. Elect Directors - Nominees: Ronald W. Roskens, Kenneth E. Stinson,
Clayton Yeutter
FOR WITHHELD WITHHELD FOR: (Write nominee name(s)
in the space provided below.)
|-| |-|
--------------------------------------
Item 2. Appointment of Independent Accountants
FOR AGAINST ABSTAIN
|-| |-| |-|
Item 3. Approval of ConAgra Executive Incentive Plan.
FOR AGAINST ABSTAIN
|-| |-| |-|
The Board of Directors recommends a vote AGAINST Item 4.
Item 4. Stockholder Proposal - Political Contributions
FOR AGAINST ABSTAIN
|-| |-| |-|
This proxy will be voted as directed, or if no direction is indicated, will
be voted as recommended by the Board of Directors. This proxy is solicited on
behalf of the Board of Directors.
- ------------------------------------
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.
