Lamb Weston (LW) Proxy Filing summary

Executive summary

• Strategic focus shifted to customer-centricity, execution, and innovation, with operational and cost efficiencies identified under the Focus to Win plan, returning to growth in the second half of the year.

• Senior leadership changes included the promotion of Mike Smith to CEO and the addition of six new independent directors, with compensation programs updated to include free cash flow and return on invested capital metrics starting fiscal 2026.

• The Board unanimously elected to pay its annual retainer in 100% equity to enhance stockholder alignment.

• Forward-looking statements highlight ongoing risks such as inflation, supply chain challenges, and global economic uncertainty.

Voting matters and shareholder proposals

• Stockholders will vote on the election of directors, an advisory say-on-pay vote for executive compensation, and ratification of KPMG LLP as independent auditors for fiscal 2026.

• Board recommends voting for all director nominees, for the executive compensation proposal, and for auditor ratification.

• Shareholder proposals for the 2026 annual meeting must be submitted by April 9, 2026, with proxy access and universal proxy rules detailed.

Board of directors and corporate governance

• Board expanded and refreshed through a Cooperation Agreement with JANA Partners and Continental Grain, resulting in the appointment of six new independent directors and reconstitution of board committees.

• Board leadership structure separates Chairman and CEO roles, with Bradley A. Alford serving as independent Chairman.

• All directors stand for annual election, with majority voting and proxy access provisions in place.

• Board and committee self-evaluations are conducted annually, and stock ownership guidelines apply to directors and executives.