CONAGRA FOODS, INC. | Adopt a Shareholder Right to call a Special Shareholder Meetings - Reduce Ownership Requirement to 10%

Status
AGM passed
AGM date
Proposal number
6
Resolution details
Company ticker
CAG
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Staples
Company HQ country
United States
Resolved clause
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting (or the lowest percentage according to state law) regardless of length of stock ownership also in accordance with state law. And to enable street name shareholders and non street name shareholder to have as much equal rights in calling for a special shareholder meeting as allowed by state law.
Supporting statement
Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a realistic Plan B option of calling a special shareholder meeting. Often the management of a company will claim that shareholders have multiple means to communicate with management–but in most cases these are low impact means that are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting is an important step for effective shareholder engagement with management.
It is more important to have a shareholder right to call for a special due to our severely restricted right to act by written consent. The Conagra board, under the leadership of Ms. Joie Grego (former chair of the Conagra Governance Committee), adopted a so-called shareholder right to act by written consent but only after being prodded by our overwhelming 85% vote in 2021 for a written consent shareholder proposal. However the form of written consent adopted by the Board is a major disappointment since it so restricted that it is next to useless.
In order to initiate written consent 25% of Conagra shares must submit bulletproof paperwork to take the first baby step of requesting a record date for written consent. Plus the 25% of shares requirement cannot include any street name shareholders.
Since the 25% of shares must not include any street name shareholders, the Conagra Board has the addresses of each shareholder who completed the written consent paperwork. The Board is then free (at shareholder expense) to flood these record holder shareholders with junk mail type messages to urge them to revoke their written consent paperwork.
Any effort to act by written consent is thus easily killed in the crib since this so-called right to act by written consent is infected with a powerful deterrent against even thinking of getting started.

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