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

• Shareholders will vote on the election of all current director nominees for one-year terms.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is included.

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

• Proposal to amend the Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law.

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

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; all stand for annual election.

• Board committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Board leadership is separated between an independent Chairman and the CEO.

• Proxy access allows groups of up to 20 shareholders owning at least 3% for three years to nominate directors.

• Directors and executives are subject to robust stock ownership guidelines and anti-hedging/pledging policies.