Lamb Weston (LW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 26, 2024, with voting on key governance and compensation matters.

• Four main proposals: election of directors, advisory vote on executive compensation, ratification of KPMG LLP as auditors, and amendment to allow officer exculpation under Delaware law.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of all current directors for one-year terms; all nominees previously elected in 2023.

• Advisory (non-binding) vote on executive compensation (say-on-pay) with strong pay-for-performance alignment.

• Ratification of KPMG LLP as independent auditors for fiscal 2025.

• Approval sought for amendment to Certificate of Incorporation to allow officer exculpation as permitted by Delaware law.

• Shareholders may submit proposals for the 2025 meeting by April 11, 2025.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; diverse in skills, experience, gender, and ethnicity.

• Annual election of directors, majority voting standard, and proxy access for shareholders.

• Separate Chairman and CEO roles; independent Chairman leads the Board.

• Board and committees conduct annual self-evaluations; stock ownership guidelines for directors and executives.

• Anti-hedging, anti-pledging, and clawback policies in place.