ConAgra Foods, Inc. (CAG)

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ConAgra Foods, Inc. (CAG)

September 23, 2011 2:30 pm ET


Unknown Speaker -

Gary M. Rodkin - Chief Executive Officer, President, Executive Director and Member of Executive Committee

Paul T. Maass - President of Commercial-Foods Business

Colleen R. Batcheler - Executive Vice President, General Counsel and Corporate Secretary

Steven F. Goldstone - Non-Executive Chairman, Chairman of Executive Committee and Member of Human Resources Committee


Steven F. Goldstone

Good afternoon. Welcome to ConAgra Foods 2011 Annual Meeting. On behalf of our Board and our entire management team led by our CEO, Gary Rodkin, thanks for coming. And really, thank you for your commitment to ConAgra Foods. I now call our annual meeting to order. I'm Steve Goldstone, I'm Executive Chairman of ConAgra Foods' Board of Directors, and I'd like to begin by introducing the rest of our Board now. I'll ask them to stand as they are introduced. Mogens Bay, Steve Butler, Joie Gregor, Rajive Johri, Jerry Jurgensen, Rick Lenny, Ruth Ann Marshall, Andy Schindler, who unfortunately had an overseas commitment which prevents him from being here today, and Ken Stinson. Your CEO, Gary Rodkin, also serves on the Board, and he'll address you in a few minutes. In the mean time, I really want to thank all of our directors for their work during an especially challenging year marked by rising costs and a very challenging economic environment, so thank you very much.

Today's meeting will be brief. We'll focus on the business of the meeting first and then we'll have Gary provide a business update. Now it's time to hear from Colleen Batcheler, Executive Vice President, General Counsel and Corporate Secretary, who will convene the formal business portion of our meeting. Colleen?

Colleen R. Batcheler

Thanks, Steve, and good afternoon. During today's remarks, we will make some forward-looking statements, and we're making those statements in good faith and are confident about our company's direction. But we do not have any guarantee about the results that we'll achieve. If you'd like to learn more about the risks and factors that could influence and affect our business, please refer to the documents that we file with the Securities and Exchange Commission, which include cautionary language.

This annual meeting is convened in accordance with the notice and proxy statement first mailed to shareholders on or about August 5, 2011, to stockholders of record as of July 29. Craig Dunlop [ph] of IBS Associates has been appointed our independent inspector of elections, and we've also intrusted Mr. Dunlop with a certified list of all stockholders of record eligible to vote at this meeting. Mr. Dunlop has informed me that at least 83% of ConAgra Foods' voting stock is represented at this meeting, this means that a quorum is present and the legal requirement to proceed with the meeting have been met. To promote the efficient conduct of the meeting, the Chairman has waived the formalities of requesting motions and seconds from the audience and has declared the order of business as stated in the agenda to be accepted by those present in the meeting room. The poll for voting is open and will remain open until officially closed later in the meeting.

Steven F. Goldstone

Thank you, Colleen. Now there's a few things I should mention before we move to the voting. First, as you entered the meeting today, you received an agenda and a meeting procedures summary. Please take a minute to review those procedures if you haven't already. Second, if you did not vote by proxy or if you choose to rescind your proxy and vote in person by ballot, this would be the time to go outside to the balloting table in the lobby and then you can hand in your proxy card there or obtain a ballot. Third, our bylaws set out the procedures that must be followed for a proposal to be properly presented for a vote at this meeting and for a director nomination to be made, the proxy statement which was mailed to you indicated 4 items to be voted on and identified the Board's nominees for directors. There are no other proposals that will be presented for a vote at this meeting. No proposals or nominations from the floor will be heard. And finally, during this portion of the meeting, discussion will be limited only to the voting items. We'll hold the general Q&A session later, but at this time, we're just interested in dealing with the items to be voted on, and the discussion of other topics will be ruled out of order. Discussion is also limited to stockholders only. So let's go ahead and address the items to be voted on.

Number 1 is the election of our directors for one-year terms. The slate of candidates is listed here and was in your proxy materials. If you'd like to discuss this item, please come to one of the microphones in the aisles. The microphones are labeled A and B, and when I acknowledge your microphone, please provide us with your name and tell us if you are a stockholder. Then please proceed with your question or comment. Is there any discussion on this issue? Okay. Seeing none, item 2 is the ratification of the appointment of KPMG as the independent auditor for fiscal 2012. Is there any discussion on this item? Seeing none, we'll move to item 3, which is an advisory resolution approving the compensation of our named executive officers. Is there any discussion on this item? Seeing none, we'll move to item 4, which is an advisory recommendation on the frequency of future advisory vote on the compensation of our named executive officers. Is there any discussion on this issue? Seeing none, we'll move on with the meeting then.

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