EX-99.1 7 a03-3721_1ex99d1.htm EX-99.1

Exhibit 99.1

 

ConAgra Foods, Inc.
ANNUAL MEETING OF STOCKHOLDERS

 

CERTIFICATE OF INSPECTOR OF ELECTION

 

 

VOTING

 

 

                I, the undersigned, duly appointed to act as Inspector of Election at the 2003 Annual Meeting of Stockholders of ConAgra Foods, Inc. (the “Company”), do hereby certify that:

 

                1.   The Annual Meeting of Stockholders of the Company was held at the Omaha Civic Auditorium Music Hall, 1804 Capitol Avenue, Omaha, Nebraska, on Thursday, September 25, 2003, at 1:30 p.m. local time, pursuant to notice duly given.

 

                2.   Before entering upon my duty as Inspector of Election, I took and subscribed the Oath of Inspector of Election, a copy of which is annexed hereto.

 

                3.   536,971,526 shares of Common Stock of the Company were outstanding at the close of business on July 31, 2003 and eligible to vote at the Annual Meeting, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. There were present at the Annual Meeting, by proxy, holders of 443,326,105 shares of Common Stock of the Company entitled to vote, representing 82.56% of the shares entitled to vote at the Annual Meeting.

 

                4.   The under signed canvassed the votes of the Stockholders cast by ballot or proxy on the matters presented at the Annual Meeting.

 

                5.   The following nominees for directors received the following number of votes, being in each case in excess of a majority of the shares of Common Stock of the Company voting at the Annual Meeting.

 

 

 

No. of Shares
Voted for

 

% of Shares
Voting
Voted for

 

No. of Shares
Voted
to Withhold
Authority

 

% of Shares
Voting Voted
to Withhold
Authority

 

 

 

 

 

 

 

 

 

 

 

David H. Batchelder

 

434,598,198

 

98.03

 

8,727,957

 

1.97

 

 

 

 

 

 

 

 

 

 

 

Robert A. Krane

 

431,454,914

 

97.32

 

11,871,191

 

2.78

 

 

 

 

 

 

 

 

 

 

 

Mark H. Rauenhorst

 

435,818,810

 

98.31

 

7,507,295

 

1.79

 

 

 

 

 

 

 

 

 

 

 

Bruce Rohde

 

428,454,226

 

96.64

 

14,871,879

 

3.46

 

 

 

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Exhibit 99.1 (Continued)

 

                6.   The votes cast for, against or abstaining from, and the broker non-votes with respect to, the ratification of the appointment of Deloitte & Touche as Independent Auditors for the fiscal year of 2004 were as follows:

 

No. of Shares
Voted For

 

% of Voted
Shares Voted For

 

No. of Shares
Voted Against

 

% of Voted
Shares
Voted Against

 

No. of
Abstentions

 

No. of
Broker
Non-Vote

 

422,456,922

 

95.29

 

17,984,346

 

4.11

 

2,884,833

 

0

 

 

                7.   The votes cast for, against or abstaining from, and the broker non-votes with respect to, the approval of the Stockholder Proposal regarding Genetically Engineered Food were as follows:

 

No. of Shares
Voted For

 

% of Outstanding
Shares Voted For

 

No. of Shares
Voted Against

 

% of Outstanding
Shares
Voted Against

 

No. of
Abstentions

 

No. of
Broker
Non-Vote

 

29,782,344

 

5.54

 

277,782,484

 

51.73

 

45,598,520

 

90,162,807

 

 

                8.   The votes cast for, against or abstaining from, and the broker non-votes with respect to, the approval of the Stockholder Proposal regarding Stock Options Plan Changes were as follows:

 

No. of Shares
Voted For

 

% of Outstanding
Shares Voted For

 

No. of Shares
Voted Against

 

% of Outstanding
Shares
Voted Against

 

No. of
Abstentions

 

No. of
Broker
Non-Vote

 

38,307,721

 

7.13

 

305,441,646

 

56.88

 

9,413,615

 

90,163,123

 

 

 

38



Exhibit 99.1 (Continued)

 

                9.   The votes cast for, against or abstaining from, and the broker non-votes with respect to, the approval of the Stockholder Proposal regarding Stockholder Rights Plan Changes were as follows:

 

No. of Shares
Voted For

 

% of Outstanding
Shares Voted For

 

No. of Shares
Voted Against

 

% of Outstanding
Shares
Voted Against

 

No. of
Abstentions

 

No. of
Broker
Non-Vote

 

210,773,030

 

39.25

 

135,143,706

 

25.17

 

7,245,555

 

90,163,814

 

 

 

 

 

 

 

 

 

/s/ JAMES J. RAITT

 

 

James J. Raitt

 

 

Inspector of Election

 

 

 

 

 

 

Dated:

September 25, 2003

 

 

Omaha, Nebraska

 

 

 

39