-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJzcJsn7kHigXEJ9pJo5Myk8BOAvd+ZzFVrpT81E9urODVoBDy/fQncOcXz9x0di ypJQSBwJVGORlO6AQl8dBQ== 0000023217-96-000027.txt : 19960928 0000023217-96-000027.hdr.sgml : 19960928 ACCESSION NUMBER: 0000023217-96-000027 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960926 FILED AS OF DATE: 19960820 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07275 FILM NUMBER: 96617977 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 DEF 14A 1 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. - ------------------------------------------------------------ (Name of Registrant as Specified In Its Charter) ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 - ------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(i)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: --------------------------------------------------- 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: ---------------------------------------------------- [X] 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: ConAgra, Inc. One ConAgra Drive Omaha, NE 68102-5001 Phone: (402) 595-4000 Philip B. Fletcher Chairman of the Board Chief Executive Officer Corporate Headquarters Dear Stockholder: It's our pleasure to invite you to ConAgra's Annual Meeting of Stockholders in Omaha on September 26, 1996. On 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 return of the card will help your Company avoid additional solicitation costs. In person or by proxy, your vote is important. Sincerely, /s/ Philip B. Fletcher Philip B. Fletcher August 20, 1996 ConAgra, Inc. One ConAgra Drive Omaha, NE 68102-5001 Phone: (402) 595-4000 L.B. Thomas Senior Vice President Risk Officer and Corporate Secretary To ConAgra Stockholders: ConAgra's annual stockholders' meeting will be held on Thursday, September 26, 1996 at the Kiewit Conference Center, 1313 Farnam 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 1997. Stockholders of record as of the close of business on August 2, 1996 are eligible to vote at the Annual Stockholders' meeting. It is important that your shares be represented whether or not you plan to attend. So please sign the enclosed proxy and return it promptly in the envelope provided. If you attend the meeting, you may withdraw your proxy at that time and vote your shares in person. By order of the Board of Directors. /s/ L. B. Thomas L. B. Thomas August 20, 1996 ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001 PROXY STATEMENT Annual Meeting of Stockholders to be held September 26, 1996 Proxy Solicitation by the Board of Directors This statement is furnished in connection with the Annual Meeting of Stockholders to be held at the Kiewit Conference Center, 1313 Farnam Street, Omaha, Nebraska, at 1:30 p. m. on September 26, 1996. Stockholders of record at the close of business on August 2, 1996 will be entitled to vote at the meeting. PROXIES Proxies are being solicited by the Board of Directors of the Company. The Company will bear all costs of the solicitation. If the accompanying proxy is executed and returned, the shares represented by the proxy will be voted as specified therein, but the stockholder may revoke the proxy before the meeting by mailing a signed instrument revoking the proxy to: L. B. Thomas, Secretary, ConAgra, Inc., One ConAgra Drive, Omaha, Nebraska, 68102; to be effective, a mailed revocation must be received by the Secretary on or before September 24, 1996. A stockholder may attend the meeting in person, withdraw the proxy and vote in person. This Proxy Statement is being mailed to stockholders on or about August 20, 1996. VOTING SECURITIES The Company at August 2, 1996 had issued and outstanding 240,742,313 voting shares of Common Stock. Each share of Common Stock is entitled to one vote. There were no shares of voting Preferred Stock outstanding at August 2, 1996. The presence of a majority of the combined 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 and will also be counted in the total number of votes present for passage of any proposal . 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. VOTING SECURITIES AND OWNERSHIP BY CERTAIN BENEFICIAL OWNERS No stockholder is known by the Company to beneficially own more than 5% of the Company's outstanding Common Stock as of August 2, 1996. VOTING SECURITIES OWNED BY EXECUTIVE OFFICERS AND DIRECTORS AS OF AUGUST 2, 1996 The following table shows certain information with respect to ConAgra's common stock beneficially owned by directors and executive officers as of August 2, 1996. 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 2.7% 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 August 2, 1996.
BENEFICIAL NAME TITLE OF CLASS OWNERSHIP (1) Philip B. Fletcher Common Stock 707,693 C. M. Harper Common Stock 1,419,000 Robert A. Krane Common Stock 53,006 Gerald Rauenhorst Common Stock 125,519 Carl E. Reichardt Common Stock 21,200 Ronald W. Roskens Common Stock 16,500 Marjorie M. Scardino Common Stock 10,800 Walter Scott, Jr. Common Stock 79,650 William G. Stocks Common Stock 304,276 Jane J. Thompson Common Stock 5,600 Frederick B. Wells Common Stock 139,358 Thomas R. Williams Common Stock 63,252 Clayton Yeutter Common Stock 16,700 Leroy O. Lochmann Common Stock 177,403 Albert J. Crosson Common Stock 100,514 Thomas L. Manuel Common Stock 379,719 James D. Watkins Common Stock 984,295 Directors and Executive Officers as a Group Common Stock 6,387,479 (26 Persons) (1) Shares reported include shares owned by spouses of directors; 22,500 common shares owned by a charitable foundation or which Mr. Scott is a trustee and disclaims beneficial ownership; 33,204 common shares owned by a charitable foundation for which Mr. Rauenhorst is a director and disclaims beneficial ownership; 440,751 common shares owned by trusts for which Mr. Watkins disclaims beneficial ownership; and 1,058,674 common shares which directors and executive officers are entitled to acquire pursuant to stock options exercisable within sixty days of August 2, 1996.
ITEM 1: BOARD OF DIRECTORS AND ELECTION The Company's Board of Directors is presently composed of thirteen members, divided into three classes. Each class serves for three years on a staggered-term basis. The terms of the following directors expire at the annual meeting to be held on September 26, 1996: Ronald W. Roskens, Jane J. Thompson, Frederick B. Wells, Thomas R. Williams and Clayton Yeutter. The Board of Directors' nominees to positions on the Board expiring in September 1999 are: Ronald W. Roskens, Jane J. Thompson, Frederick B. Wells, Thomas R. Williams 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 1996 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 until 1989; Director of MFS Communications Company, Inc. Mr. Roskens has been a director since 12/3/92. His current term expires 9/26/96. He is 63 years of age. JANE J. THOMPSON - Nominee - Hoffman Estates, Illinois. President, Sears Home Services since January 1996 . Previous positions with Sears include Executive Vice President and General Manager, Credit, from 1993 to 1995; Vice President Corporate Planning and Merchandise Group Planning 1990-1992; Vice President, Corporate Planning 1989 - 1990; and Vice President, Strategic Planning, Specialty Merchandising 1988-1989. She has been a director since 1/13/95. Her current term expires 9/26/96. She is 45 years of age. FREDERICK B. WELLS - Nominee - Minneapolis, Minnesota. President of Asian Fine Arts (retail art sales); Mr. Wells has been a director since 7/20/82. His current term expires 9/26/96. He is 68 years of age. THOMAS R. WILLIAMS - Nominee - Atlanta, Georgia. President and Director of The Wales Group, Inc. (investment management and counseling). Director of American Software, Inc, Apple South, Inc., Bell South, Inc., Georgia Power Company, and National Life Insurance Company; Trustee of The Fidelity Group of Mutual Funds. Mr. Williams has been a director since 9/19/78. His current term expires 9/26/96. He is 67 years of age. CLAYTON YEUTTER - Nominee - McLean, Virginia. Of counsel with the Washington, DC law firm of Hogan & Hartson since February 1993. Counsellor to the President of the United States for Domestic Policy in 1992; US Secretary of Agriculture from February 1989 until February 1991; and former US Trade Representative. Director of Oppenheimer Funds, Texas Instruments, Caterpillar, FMC, B. A. T. Industries, and Farmers Insurance Co. Mr. Yeutter has been a director since 12/3/92. His current term expires 9/26/96. He is 65 years of age. The following directors serve for terms that expire after 1996: PHILIP B. FLETCHER - Omaha, Nebraska. Chairman of the Board of ConAgra since May 1993 and Chief Executive Officer of ConAgra since September 1992. President & Chief Operating Officer of ConAgra, from July 1989 until September 1992. ; President & Chief Operating Officer, ConAgra Prepared Foods Cos. from July 1984 until July 1989. Mr. Fletcher has been a director since 7/13/89. His current terms expires 9/25/97. He is 63 years of age. C. M. HARPER - Omaha, Nebraska. Chairman & Chief Executive Officer, RJR Nabisco, Inc. and RJR Nabisco Holdings Corporation from June 1993 until May 1996. Chairman of the Board of Directors of ConAgra from 1981 until May 1993; Chief Executive Officer of ConAgra from 1976 until Sept. 1992; Director of Valmont Industries, Inc., Norwest Corp., Peter Kiewit Sons', Inc. and E.I. DuPont de Nemours and Company. Mr. Harper has been a director since 8/13/75. His current term expires 9/24/98. He is 68 years of age. ROBERT A. KRANE - Denver, Colorado. Consultant, KRA, Inc., September 1990 to present. Retired President, Chief Executive Officer and Director of Central Bancorporation, Inc. Mr. Krane has been a director since 7/20/82. His current term expires 9/25/97. He is 62 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 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 65 years of age. GERALD RAUENHORST - Minneapolis, Minnesota. Chairman of the Board of Directors and Chief Executive Officer of Opus Corporation (real estate, construction, and development). Chairman, North Star Ventures (venture capital company). Director, Cornerstone Properties Inc. Mr. Rauenhorst has been a director since 7/20/82. His current term expires 9/25/97. He is 68 years of age. MARJORIE M. SCARDINO - London, England. Chief Executive of The Economist Newspaper Ltd since April 1993. President of The Economist Newspaper Group Inc. (North America Operations) from 1985 until 1993. Member of the Boards of WH Smith, plc, The Economist Newspaper, Ltd. (and subsidiaries), Public Radio International, and The Atlantic Council. Mrs. Scardino has been a director since June 1, 1994. Her current term expires 9/24/98. She is 49 years of age. WALTER SCOTT, JR. - Omaha, Nebraska. Chairman of the Board of Directors and President of Peter Kiewit Sons', Inc. (private construction, mining and telecommunications company). Director of Berkshire Hathaway Inc., Burlington Resources, Inc., CalEnergy Company, Inc., First Bank System, Inc., MFS Communications Company, Inc., Valmont Industries, Inc., and C-TEC Corporation. Mr. Scott has been a director since 12/5/86. His current term expires 9/25/97. He is 65 years of age. WILLIAM G. STOCKS - Phoenix, Arizona. Retired Chairman of the Board and Chief Executive Officer of Peavey Company (grain processing); Vice Chairman of the Board of Directors of ConAgra from July 1982 until September 1984. Mr. Stocks has been a director since 7/20/82. His current term expires 9/24/98. He is 69 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 1996, the Board met on seven occasions. Each director attended at least 75% of the total number of meetings of the Board and the Committees on which the director served. The Board of Directors has assigned certain responsibilities to committees. The Audit Committee recommends the appointment of the independent public accountants, reviews the scope of the audits recommended by the independent public accountants, reviews internal audit reports on various aspects of corporate operations, and consults with the independent public accountants on a periodic basis on matters relating to internal financial controls and procedures. Members of the Audit Committee, which met five times during fiscal year 1996, are Thomas R. Williams (Chairman), Robert A. Krane, Jane J. Thompson and Frederick B. Wells. 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 1996, the Human Resources Committee met seven times and is composed of Gerald Rauenhorst (Chairman), Carl E. Reichardt and Walter Scott, Jr. 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 stockholders relations. During fiscal 1996, the Corporate Affairs Committee met five times and is composed of William G. Stocks (Chairman), Ronald W. Roskens, Marjorie M. Scardino and Clayton Yeutter. The Executive Committee generally has authority to act on behalf of the Board of Directors between meetings. The Executive Committee, which did not meet during fiscal 1996, is composed of Charles M. Harper (Chairman), Philip B. Fletcher, Walter Scott, Jr. and William G. Stocks. The Company does not have a standing Nominating Committee. For their services on the Board, non-employee directors were paid $40,000 per year for the past fiscal year. The chairmen of the Human Resources, Audit and 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 900 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 4,500 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 provides that $25,000 was accrued for each year of Mr. Harper's service and is being paid to Mr. Harper in a series of installments following his termination of employment on May 30, 1993. Pursuant to the agreement, interest is accrued on the balance due at the rate of 8% per annum. See also "Compensation Committee Interlocks and Insider Participation." EXECUTIVE COMPENSATION The following Summary Compensation Table shows compensation paid by ConAgra for services rendered during fiscal years 1996, 1995, and 1994 for the Chief Executive Officer and the other four most highly-compensated executive officers of ConAgra.
SUMMARY COMPENSATION TABLE ---Annual Compensation--- Name/ Fiscal Salary Bonus Principal Position Year ($) ($) Philip B. Fletcher 1996 900,695 1,350,000 Chairman & Chief 1995 896,154 1,000,000 Executive Officer 1994 800,000 800,000 Leroy O. Lochmann 1996 550,085 -0- President & Chief 1995 527,167 592,000 Operating Officer 1994 425,000 300,000 Refrigerated Food Cos. Albert J. Crosson 1996 528,120 395,400 President & Chief 1995 511,034 493,000 Operating Officer 1994 450,000 485,000 Grocery Products Cos. Thomas L. Manuel 1996 369,243 370,000 President & Chief 1995 298,077 245,000 Operating Officer 1994 227,404 131,700 Trading and Processing Cos. James D. Watkins 1996 400,000 191,200 President & Chief 1995 400,000 275,000 Operating Officer 1994 400,000 201,200 Diversified Products Cos. SUMMARY COMPENSATION TABLE ---Long Term Compensation--- All Other Name/ Restricted Option LTIP Compensation Principal Position Stock Awards Grants Payouts (2)($) ($) (#) ($) Philip B. Fletcher 1996 1,100,650 33,274 1,100,650 73,818 Chairman & Chief 1995 1,092,750 45,375 1,092,750 63,203 Executive Officer 1994 1,623,750 34,877 1,245,000 48,000 Leroy O. Lochmann 1996 550,300 13,310 550,300 24,924 President & Chief 1995 718,750 15,125 364,250 50,597 Operating Officer 1994 415,000 11,623 415,000 21,750 Refrigerated Foods Cos. Albert J. Crosson 1996 366,900 11,091 366,900 33,792 President & Chief 1995 571,250 15,125 364,250 38,573 Operating Officer 1994 415,000 11,623 415,000 28,050 Grocery Products Cos. Thomas L. Manuel 1996 2,151,500 8,873 582,000 30,998 President & Chief 1995 291,398 4,538 291,402 17,858 Operating Officer 1994 124,500 3,486 124,500 12,069 Trading and Processing Cos. James D. Watkins 1996 366,900 11,091 366,900 1,218 President & Chief 1995 364,250 15,125 364,250 3,005 Operating Officer 1994 415,000 11,623 415,000 28,615 Diversified Products Cos. (1) Mr. Lochmann received a restricted stock award of 7,916 shares on July 6, 1995; Mr. Crosson received a restricted stock award of 5,790 shares on July 6, 1995; and Mr. Fletcher received a restricted stock award of 15,000 shares on July 15, 1993; all such restricted shares vest at the earlier of death, total disability, age 65 or later retirement, or change of control. In addition, Mr. Lochmann received a restricted stock award of 2,000 shares on July 6, 1995 which vests 20% per year and immediately upon death, total disability or change of control; and Mr. Manuel received restricted stock awards of 50,000 shares on July 6, 1995 which vests 10% per year beginning June 1, 1996, and 5,044 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. 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 1996, the aggregate restricted (unvested) stock holdings (including the fiscal 1996 restricted stock awarded on July 12, 1996 referenced above), valued at the closing price of ConAgra common stock at May 26, 1996 without giving effect to the diminution of value attributable to the restrictions on such stock were: Mr. Fletcher - $4,700,472 (111,916 shares); Mr. Lochmann - $4,068,792 (96,876 shares); Mr. Crosson - $1,641,612 (39,086 shares); Mr. Manuel - $7,179,564 (170,942 shares); and Mr. Watkins - $1,274,112 (30,336 shares). (2) Amounts represent contributions by ConAgra to ConAgra's qualified and nonqualified 401(k) plans and profit-sharing plans, plus the imputed value for term life insurance for certain executives. Fiscal year 1996 imputed life insurance values were as follows: Mr. Fletcher, $6,318; Mr. Lochmann, $8,424; Mr. Crosson, $6,930; Mr. Manuel, $1,994; and Mr. Watkins, $1,218.
The following table sets forth information on grants of stock options during the fiscal year ended May 26, 1996 to the executive officers named in the Summary Compensation Table. No stock appreciation rights were granted during fiscal 1996.
OPTION GRANTS FOR FISCAL YEAR 1996 Individual Grants __________________________________________ % of Total Option Grants Per Share Options to Employees Exercise Expiration Granted(1) in Fiscal 1996 Price Date Philip B. Fletcher 33,274 1.23% $40.00 9/28/05 Albert J. Crosson 11,091 .41% $40.00 9/28/05 Leroy O. Lochmann 13,310 .49% $40.00 9/28/05 Thomas L. Manuel 8,873 .32% $40.00 9/28/05 James D. Watkins 11,091 .41% $40.00 9/28/05 All Stockholders(3) Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Full Option Term (2) ________________________ 5% ($) 10% ($) Philip B. Fletcher $836,009 $2,121,218 Albert J. Crosson 278,661 707,051 Leroy O. Lochmann 334,414 848,513 Thomas J. Manuel 222,934 565,654 James D. Watkins 278,661 707,051 All Stockholders(3) $5.5 billion $14.0 billion (1) These options were granted on September 28, 1995 at the then fair market price of ConAgra's common stock. The options become exercisable in 20% annual installments commencing May 31, 1996 and become immediately exercisable on death, change in control of the company (as defined in the Stock Plan) or retirement after age 65. Shares acquired on exercise of the options are restricted for one year in case of voluntary termination and in certain involuntary termination situations as determined by the Human Resources Committee. (2) Potential realizable value is based on the assumption that the common stock price appreciates at the annual rate shown (compounded annually) from the date of grant until the end of the ten-year option term. ConAgra's stock price at the end of the ten-year term based on a 5% appreciation would be $65.125 and ConAgra's stock price at the end of the ten-year term based on a 10% appreciation would be $103.75. The numbers are calculated based on the requirements promulgated by the Securities and Exchange Commission. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised (if the executive were to sell the shares on the date of exercise), so there is no assurance that the value realized will be at or near the potential realizable value as calculated in this table. (3) The amount for "all stockholders" represents the increase in total ConAgra stockholder value if the assumed rates used in the stock option assumptions are achieved multiplied by the 220,289,453 common shares outstanding on September 28, 1995.
The following table sets forth information on aggregate option exercises in the last fiscal year and information with respect to the value of unexercised options to purchase ConAgra's common stock for the executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996 AND FY-END OPTION VALUES Shares Acquired Value on Exercise (#) Realized ($)(1) Philip B. Fletcher 0 0 Albert J. Crosson 0 0 Leroy O. Lochmann 0 0 Thomas L. Manuel 0 0 James D. Watkins 0 0 Number of Unexercised Value of Unexercised Options Held In-the-Money Options at FY-End at FY-End ($) (2) --------------------- -------------------- Exercisable Unexercisable Exercisable Unexercisable Philip B. Fletcher 178,982 71,743 $3,314,256 $618,895 Albert J. Crosson 57,818 -0- 606,933 -0- Leroy O. Lochmann 33,690 26,347 393,396 217,825 Thomas L. Manuel 32,879 11,809 652,829 73,160 James D. Watkins 15,241 22,598 183,887 190,490 (1) Value realized is the difference between the closing price of ConAgra's common stock on the day of exercise and the exercise price of the options multiplied by the number of shares. (2) Value is the difference between the closing price of ConAgra's common stock on the last trading day of fiscal 1996 and the exercise price of in-the-money options multiplied by the number of shares subject to in-the-money options.
The following table provides information concerning awards under ConAgra's Long-Term Senior Management Incentive Plan (the "Plan") The Plan is an incentive to management to increase earnings per share after tax in excess of 5% per year compounded from a five-year average earnings base lagged five years. The participants are eligible to share in an award pool equal to 8% of the excess after-tax earnings over and above the described compound growth rate. Awards are made in shares of ConAgra common stock or cash, and such stock awards are restricted. The target award reflected below is based on a 14% growth in earnings per share over a fiscal 1996 base.
LONG-TERM INCENTIVE PLAN - AWARDS IN FISCAL YEAR 1996 Performance Number of or other Shares, Units Period Until or Other Maturation of Name Rights (#) Payout (2) Philip B. Fletcher 6 units (1) (2) Leroy O. Lochmann 3 units (1) (2) Albert J. Crosson 0 units (1) (2) Thomas L. Manuel 2 units (1) (2) James D. Watkins 2 units (1) (2) Estimated Future Payouts ------------------------ Threshold Target Maximum Name ($ or #) ($ or #) ($ or #) Philip B. Fletcher 0 $1,212,000 (1) N/A $1,212,000 (2) Leroy O. Lochmann 0 $ 606,000 (1) N/A $ 606,000 (2) Albert J. Crosson 0 $ 0 (1) N/A $ 0 (2) Thomas L. Manuel 0 $ 404,000 (1) N/A $ 404,000 (2) James D. Watkins 0 $ 404,000 (1) N/A $ 404,000 (2) (1) Amount represents the cash award target under the Plan. See description above. (2) Amount represents the common stock target under the Plan. See description above. Any shares of common stock issued under the Plan are restricted. Any such shares vest 20% per year, if the executive remains a ConAgra employee and ConAgra achieves a 20% cash return on equity in such year (determined on a cumulative basis, so that the achievement of a 20% cash return on equity in any fiscal year vests all prior installments of the restricted stock award). The executive receives dividends paid on the restricted stock. (3) Mr. Crosson retired July 2, 1996, and is not a participant in fiscal 1997.
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 1996 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 Final Average Credited Years of Service Remuneration 10 15 20 25 30 35 40 $ 50,000 $ 6,000 $ 9,000 $ 12,000 $ 15,000 $ 18,000 $ 21,000 $ 23,500 100,000 13,200 19,800 26,400 33,000 39,600 46,200 51,200 150,000 20,400 30,600 40,800 51,000 61,200 71,400 78,900 200,000 27,600 41,400 55,200 69,000 82,800 96,600 106,600 250,000 34,800 52,200 69,600 87,000 104,400 121,800 134,300 500,000 70,800 106,200 141,600 177,000 212,400 247,800 272,800 1,000,000 142,800 214,200 285,600 357,000 428,400 499,800 549,800 1,500,000 214,800 322,200 429,600 537,000 644,400 751,800 826,800 2,000,000 286,800 430,200 573,600 717,000 860,400 1,003,800 1,103,800 2,500,000 358,800 538,200 717,600 897,000 1,076,400 1,255,800 1,380,800 3,000,000 430,800 646,200 861,600 1,077,000 1,292,400 1,507,800 1,657,800
Benefits under these plans are based on credited years of service and final average remuneration (the highest five consecutive years of compensation out of the last ten years of service for ConAgra). Covered compensation includes salary and bonus. As of May 26, 1996, the named executive officers who participate in the defined benefit pension plan had the following credited years of service: Mr. Fletcher, 23 years; Mr. Crosson, 33 years; Mr. Lochmann, 43 years; Mr. Manuel, 19 years; and Mr. Watkins, 1 year. ConAgra has conditional employment agreements with 12 of its officers. These contracts were executed between 1976 and 1995 with these officers, including Messrs. Fletcher, Crosson, Lochmann and Manuel. The employment agreements require the individuals to support the position of the Board of Directors with respect to any event by which another entity would acquire effective control of ConAgra (as defined in the agreements), through a tender offer or otherwise. In consideration of this promise, ConAgra agrees to employ the individual for three years after the event by which another entity acquires effective control of ConAgra. During that three year period, the individual would receive annually an amount not less than his current annual compensation and including his maximum allowable short term incentive compensation (as defined in the agreement) and including the average (or highest annual under certain contracts) of the long term compensation credited for the three fiscal years immediately preceding such acquisition of control. In addition, the individual would be entitled to those retirement benefits he would have received had he worked to normal retirement age. ConAgra must satisfy this obligation through the purchase of an annuity (or through a trust under certain contracts) payable to the employee beginning at retirement age. If the employee is involuntarily terminated (as defined in the agreements, or constructively terminated under certain agreements) during the three year employment period, ConAgra is required to pay the individual the amount of annual and incentive compensation described above for any remainder of the three year period plus a full year's compensation and maximum incentive payments, and shall also be obligated to provide the described retirement benefits through the purchase of an annuity or through a trust. In addition, the employee shall receive an amount equal to the difference between the highest tender offer price by the acquiring entity over the closing price of ConAgra Common Stock on the date of termination, multiplied by the number of ConAgra shares owned by the employee on the date of termination (including for this purpose, options granted under Stock Plans). If the employee voluntarily terminates during the three-year period, ConAgra remains obligated to make the previously described retirement payments and the payments described in the preceding sentence. ConAgra is also required to make a gross-up payment to the employee if any payment to the employee is subject to an excise tax under Section 4999 of the Internal Revenue Code. ConAgra adopted in 1989 the ConAgra Incentives and Deferred Compensation Change in Control Plan. Under this plan, in the event of a change in control of ConAgra (as defined in the plan), all benefits, payments and deferred compensation under ConAgra's various incentive, bonus, deferred compensation and similar arrangements, for all employees participating under the applicable plans, become immediately nonforfeitable. In addition, a participant under any of the plans who is terminated after a change in control shall receive a pro rata benefit based on the portion of the year for which the participant was employed. Mr. Fletcher was granted a special long-term incentive on May 6, 1993. Payouts under the special incentive occur only if ConAgra's compound annual growth in earnings per share over the five fiscal years ending May 30, 1998 exceed 10%. Mr. Fletcher will receive a one-time award in July 1998 equal to 50,000 shares of ConAgra common stock for each one percentage point of average 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 $1.58 per share. In addition, Mr. Fletcher must remain Chief Executive Officer of ConAgra through May 30, 1998 in order to receive any award. 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 1996. 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. There was no change in Mr. Fletcher's base salary for fiscal 1996. 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, target and maximum 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. Fletcher's annual bonus for fiscal 1996 was based on attainment of goals established by the Committee at the beginning of the fiscal year. The target goals for fiscal 1996 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. The cash portion of the award ( generally 50% of the total award ) is intended to cover the participant's federal, state and local income tax liability; the balance of the award ( generally 50% of the total award ) is issued in the form of restricted common stock. Vesting of the restricted stock occurs 20% per year over the following five-year period subject to ConAgra attaining certain cash return on equity objectives. The Chief Executive Officer participated in the Long-Term Senior Management Incentive Plan during fiscal 1996 at an award level equal to three times the award level of the other executive officers named in the Summary Compensation Table. This higher level of participation reflects the Committee's judgment as to the duties and responsibilities required of the Chief Executive Officer position and his expected contributions to the Company's profitability. The Chief Executive Officer's participation in the plan resulted in a cash payment of $1,100,650 and the issuance of 24,391 shares of restricted ConAgra common stock for fiscal 1996 results. The Committee also administers ConAgra's stock plans, which authorize various stock-based incentives, including grants of stock options and restricted stock. The Committee generally grants options on an annual basis representing approximately 1% of ConAgra's outstanding common stock. During fiscal 1996, options were granted to 1,005 ConAgra employees, including all of ConAgra's executive officers. The Committee grants stock options at the prevailing market price of ConAgra's common stock and such options therefore have value only if ConAgra's stock price increases. Option grants for executive officers generally vest in 20% annual installments beginning on May 31 following the date of grant, and the executive officer must be employed by ConAgra at the time of vesting in order to exercise the options. The Chief Executive Officer received 33,274 non-qualified stock options during fiscal 1996; these options were granted at the date of grant market price of $40.00 per share and become exercisable in 20% annual installments commencing May 31, 1996. The Committee established the discretionary stock option grants to Mr. Fletcher and ConAgra's other executive officers for fiscal 1996 in an amount equivalent to the value of the portion of ConAgra's Long-Term Senior Management Incentive Plan paid in cash. ConAgra Human Resources Committee Gerald Rauenhorst, Chairman Walter Scott, Jr. Carl Reichardt Human Resources Committee Interlocks and Insider Participation ConAgra's Human Resources Committee is composed of Gerald Rauenhorst (Chairman), Walter Scott, Jr. and Carl Reichardt. ConAgra has entered into various lease agreements with Opus Corporation (in which Mr. Rauenhorst is controlling stockholder and a director) or with affiliates of Opus Corporation and Mr. Rauenhorst. The agreements relate to the leasing of land, buildings and equipment for ConAgra in Omaha, Nebraska. ConAgra occupies the buildings pursuant to 25-year leases with Opus and other investors, which leases contain various termination rights and purchase options. Leases effective in 1989 and 1990 require aggregate annual lease payments by ConAgra of $9,603,959. In addition, Opus Corporation constructed during fiscal 1996 a facility on ConAgra's Omaha property at a cost of approximately $2.6 million. COMPARATIVE STOCK PERFORMANCE The comparative stock performance graphs shown below compare the yearly change in cumulative value of ConAgra's common stock with certain Index values for both five- and ten-year periods ended May 1996. Both graphs set the beginning value of ConAgra common stock and the Indices at $100. All calculations assume reinvestment of dividends. The five-year performance graph compares ConAgra with both the Standard and Poor's (S&P) 500 Stock Index and the S&P Food Group Index. The ten-year performance graph compares ConAgra with the S&P 500 Stock Index and an Index comprised of companies currently included in the S&P Food Group since the S&P Food Group Index is not available for ten years. All Index values are weighted by capitalization of companies included in the group. ConAgra's common stock price was $42.625 at the end of May 1996 and $43.625 on the August 2, 1996 record date for the annual shareholders' meeting. Performance Graphs based on following information: Comparison of Cumulative Total Return graph information
STARTING BASIS FIVE-YEAR 1991 1992 1993 1994 1995 1996 ConAgra, Inc. ($) $100.00 $ 86.32 $ 85.60 $100.54 $119.67 $156.24 S&P500 ($) $100.00 $109.85 $122.61 $127.83 $153.64 $197.33 S&P Foods ($) $100.00 $104.68 $109.76 $109.03 $137.50 $161.99 Comparison of Cumulative Total Return STARTING BASIS 1996 TEN-YEAR 1986 1987 1988 1989 1990 ConAgra, Inc. ($) $100.00 $ 99.18 $110.07 $130.15 $186.17 S&P500 ($) $100.00 $121.16 $113.30 $143.66 $167.52 S&P Foods ($) $100.00 $122.24 $117.26 $159.06 $189.18 1991 1992 1993 1994 1995 1996 ConAgra, Inc. ($) $277.42 $239.47 $237.46 $278.92 $331.97 $433.42 S&P500 ($) $187.27 $205.72 $229.61 $239.39 $287.72 $369.53 S&P Foods ($) $244.99 $262.95 $282.88 $277.62 $343.83 $413.22
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 25, 1997 . The same firm conducted the fiscal 1996 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" THIS PROPOSAL. 1997 STOCKHOLDER PROPOSALS Proposals of stockholders intended to be presented in the 1997 Annual Meeting proxy statement must be received by the Company no later than April 25, 1997. 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 1997 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 1996 annual meeting. However, if the date of the 1997 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. Details on the provisions of the By-laws may be obtained by any stockholder from the Secretary of the Company. OTHER MATTERS Neither the Board of Directors nor management intends to bring any matter for action before 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. (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 26, 1996 ANNUAL STOCKHOLDERS MEETING The undersigned hereby appoints P.B. Fletcher, C.M. Harper and T.R. Williams and each of them, proxies, with full power of substitution in each of them, for and on behalf of the undersigned to vote as proxies, as directed and permitted herein, at the annual meeting of stockholders of the Company to be held upon matters set forth in the Proxy Statement and, in their discretion, upon such other business as may properly come before the meeting. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ON THE REVERSE SIDE OF THIS PROXY. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. SO, IF YOU ARE FOR ITEMS 1 AND 2, YOU NEED ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENVELOPE PROVIDED. (This proxy is continued on the reverse side) (BACK) PLEASE VOTE YOUR SHARES, SIGN THIS PROXY AND RETURN IT NOW. Please mark your votes like this, use blue or black ink. Common Dividend Reinvestment THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2. Item 1 Elect directors-Nominees: Ronald W. Roskens, Jane J. Thompson, Frederick B. Wells, Thomas R. Williams and Clayton Yeutter. VOTE FOR ALL WITHHOLD VOTE FOR WITHHOLD VOTE FOR ONLY NOMINEES ALL NOMINEES THE FOLLOWING NOMINEE(S): Item 2 Approve independent accountants for Fiscal 1996 FOR AGAINST ABSTAIN Please sign (do not print) name(s) in full as they appear at left: __________________________________ SIGNATURE __________________________________ SIGNATURE __________________________________ DATE -----END PRIVACY-ENHANCED MESSAGE-----