UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CONAGRA FOODS, INC.
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CONAGRA FOODS
PROXY STATEMENT
for
September 25, 2003
Annual Stockholders' Meeting
of ConAgra Foods, Inc.
CONAGRA FOODS
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
TEL: 402-595-4000
Bruce Rohde
Chairman and
Chief Executive Officer
Dear Stockholder:
Please join us for the ConAgra Foods, Inc. Annual Meeting of Stockholders
in Omaha on September 25, 2003. In the following pages you'll find information
about the meeting as well as a Proxy Statement.
A reception will precede the meeting and management presentation, followed
by a question and answer session for stockholders.
If you can't be with us in person, please be sure to vote your shares by
proxy. Just mark, sign and date the enclosed proxy card and return it in the
postage-paid envelope. Stockholders may also vote by telephone or via the
Internet.
Your prompt response is appreciated. Thank you!
Sincerely,
/s/ Bruce Rohde
Bruce Rohde
August 18, 2003
CONAGRA FOODS
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
TEL: 402-595-4000
James P. O'Donnell
Executive Vice President, CFO
and Corporate Secretary
To ConAgra Foods, Inc. Stockholders:
ConAgra Foods, Inc.'s Annual Stockholders' Meeting will be held on
Thursday, September 25, 2003 at the Omaha Civic Auditorium Music Hall, 1804
Capitol Avenue, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m.
Matters to be voted on at the meeting are:
o Election of Directors
o Ratify appointment of independent auditors for fiscal 2004
o Act on three stockholder proposals
Stockholders of record as of the close of business on July 31, 2003 are
eligible to vote at the Annual Stockholders' Meeting.
Your shares may be represented whether or not you plan to attend. You may
vote by marking, signing and dating the enclosed proxy card and returning it in
the postage paid envelope. Stockholders may also vote by telephone or via the
Internet. If you attend the meeting, and would like to change the vote you
previously submitted, you may withdraw your proxy at that time and vote your
shares in person.
Our Board and management have long recognized that good governance
principles are an important foundation for building and sustaining shareholder
value over the long term. You will find a summary of our governance principles
in the "Corporate Governance" section of this document. We think you will find
our principles firmly rooted in our long-term commitment to shareholder value.
By order of the Board of Directors.
/s/ James P. O'Donnell
James P. O'Donnell
August 18, 2003
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 25, 2003
Proxy Solicitation by the Board of Directors
This statement is furnished in connection with the Annual Meeting of
Stockholders to be held at the Omaha Civic Auditorium Music Hall, 1804 Capitol
Avenue, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m. on
September 25, 2003. Stockholders of record at the close of business on July 31,
2003 will be entitled to vote at the meeting.
PROXIES
Your vote is very important. For this reason, the Board of Directors is
requesting that you use the enclosed proxy card to vote your shares. If the
accompanying proxy is executed, the shares represented by the proxy will be
voted as specified. You may also vote your shares by delivering your proxy by
telephone or via the Internet. The Company may retain a proxy solicitor to
assist in the solicitation of proxies, for which the Company would pay usual and
customary fees. This Proxy Statement is being mailed to stockholders on or about
August 18, 2003.
If a broker, bank or other nominee holds your common stock, you will
receive instructions from them that you must follow in order to have your shares
voted. If you hold certificate(s) in your own name as a holder of record, you
may vote your common stock by signing, dating and mailing the proxy card in the
postage paid envelope provided. Of course, you can always come to the meeting
and vote your shares in person.
You may revoke the proxy before the meeting, whether delivered by
telephone, Internet or through the mail, by using the telephone voting
procedures, the Internet voting procedures or by mailing a signed instrument
revoking the proxy to: James P. O'Donnell, Corporate Secretary, ConAgra Foods,
Inc., One ConAgra Drive, Omaha, Nebraska, 68102; to be effective, a mailed
revocation must be received by the Secretary on or before September 24, 2003. A
stockholder may attend the meeting in person, withdraw the proxy and vote in
person.
VOTING SECURITIES
The Company at July 31, 2003 had issued and outstanding 536,971,526 voting
shares of common stock. Each share of common stock is entitled to one vote.
There were no shares of voting preferred stock outstanding at July 31, 2003.
The presence of a majority of the outstanding common stock represented in
person or by proxy at the meeting will constitute a quorum. Shares represented
by proxies that are marked "abstain" will be counted as shares present for
purposes of determining the presence of a quorum. Proxies relating to "street
name" shares that are voted by brokers on some matters will be treated as shares
present for purposes of determining the presence of a quorum, but will not be
treated as shares entitled to vote at the annual meeting on those matters as to
which authority to vote is withheld by the broker ("broker non-votes").
The four nominees receiving the highest vote totals will be elected as
Directors of ConAgra Foods. Accordingly, abstentions and broker non-votes will
not affect the outcome of the election of Directors.
All other matters to be voted on will be decided by the affirmative vote of
a majority of the shares present or represented at the meeting and entitled to
vote. On any such matter, an abstention will have the same effect as a negative
vote. A broker non-vote will not be counted as an affirmative vote or a negative
vote because shares held by brokers will not be considered entitled to vote on
matters as to which the brokers withhold authority.
VOTING SECURITIES OWNED BY
CERTAIN BENEFICIAL OWNERS
The following stockholders report ownership of more than 5% of the Company's
outstanding common stock.
BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS
---- --------- ------
State Street Bank and Trust Company 39,511,567 (1) 7.4%
225 Franklin Street
Boston, MA 02110
Barclays Global Investors, N.A. 38,015,718 (2) 7.1%
45 Fremont Street
San Francisco, CA 94105
(1) Based on a Form 13F filed May 12, 2003.
(2) Based on a Form 13F filed May 14, 2003.
VOTING SECURITIES OWNED
BY EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information on ConAgra Foods common stock
beneficially owned by directors and the executive officers named in the summary
compensation table as of July 31, 2003. No director or executive officer
beneficially owned 1% or more of ConAgra Foods common stock, other than Mr.
Batchelder, who may be deemed to beneficially own 1.7% of the outstanding common
stock. The directors and all executive officers as a group beneficially owned
2.4% of ConAgra Foods outstanding common stock. The shares shown as beneficially
owned include shares which executive officers and directors are entitled to
acquire pursuant to outstanding stock options exercisable within sixty days of
July 31, 2003.
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
---- -------------- -------------
David H. Batchelder Common Stock 8,898,400
Mogens C. Bay Common Stock 74,800
Howard G. Buffett Common Stock 18,814
Stephen G. Butler Common Stock 6,000
John T. Chain, Jr. Common Stock 46,600
Alice B. Hayes Common Stock 25,895
W. G. Jurgensen Common Stock 12,217
Robert A. Krane Common Stock 133,160
Mark H. Rauenhorst Common Stock 52,849
Carl E. Reichardt Common Stock 118,000
Bruce Rohde Common Stock 1,604,263
Ronald W. Roskens Common Stock 101,992
Kenneth E. Stinson Common Stock 78,800
Kenneth W. Gerhardt Common Stock 200,904
Dwight J. Goslee Common Stock 383,779
Owen C. Johnson Common Stock 246,001
James P. O'Donnell Common Stock 364,039
Directors and Executive
Officers as a Group Common Stock
(22 Persons) 12,821,190
(1) Shares reported include (i) shares owned by spouses of directors and
executive officers; (ii) 8,887,600 shares deemed beneficially owned by an
investment advisory firm of which Mr. Batchelder is a principal; the investment
advisory firm has voting and dispositive power over such shares; however,
clients of the firm or its affiliates have certain withdrawal rights that could
affect the shares which are not controlled by the firm or Mr. Batchelder; (iii)
857 shares owned by a charitable foundation for which Mr. Rauenhorst is a
director and disclaims beneficial ownership; and (iv) 2,987,340 shares which
directors and executive officers are entitled to acquire pursuant to stock
options exercisable within sixty days of July 31, 2003.
CORPORATE GOVERNANCE
Sound corporate governance practices are an important part of our
foundation and tradition. We have many longstanding policies and practices, and
we have also added measures to further strengthen our foundation. Our corporate
governance practices include the following:
o Other than our Chief Executive Officer, none of our directors are, or
ever have been, employed by the Company.
o Directors and executive officers are committed to owning stock in
ConAgra Foods, and as part of that commitment they will not sell any
of their ConAgra Foods stock until at least six months after they
cease to be a director or an executive officer.
o We do not permit loans to directors or executive officers.
o We do not re-price stock options, and never have.
o Our Audit Committee is comprised of independent directors, all of whom
meet the requirements to be an audit committee financial expert as
defined by the Securities and Exchange Commission.
o Our Human Resources Committee is comprised of independent directors
who annually review and evaluate the Chief Executive Officer's
performance and compensation.
o Our Corporate Governance Committee is comprised of independent
directors who establish the corporate governance principles for
ConAgra Foods.
o Our Nominating Committee is comprised of independent directors who
propose to the Board the nominees to be elected at each stockholders'
meeting.
o Non-employee directors meet in executive session without management
present at every Board meeting.
o The Board has designated a lead director, Carl Reichardt, who chairs
the executive sessions of the Board.
o Our Audit Committee has the authority to retain and replace our
independent auditors.
o The lead partner of the independent public accounting firm that audits
ConAgra Foods' books is rotated at least every five years.
o We encourage our employees to own ConAgra Foods stock, however our
retirement plans are structured so that employees can diversify their
vested holdings.
o Our Code of Conduct is our commitment to our longstanding standards
for ethical business practices. Our Code of Conduct, as well as our
Code of Ethics for Senior Corporate Officers, is published on our
website.
o Our governance principles are published on our website
(www.conagrafoods.com). These principles include guidelines for
determining director independence, qualifications for directors
(including a director retirement age), an annual evaluation of the
Chief Executive Officer, and an annual Board and Board committee
self-evaluation.
o The charter for each committee of the Board is also published on the
website.
We routinely assess and refine our corporate governance practices and share
them with you by posting them on our company's website.
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of thirteen members,
divided into three classes. Each class serves for three years on a
staggered-term basis.
The following paragraphs set forth the principal occupation of each
director for the last five years, other positions each has held, the date each
was first elected a director of the Company, the date each director's term
expires, and the age of each director. Directors who are nominees for election
at the 2003 Annual Stockholders' Meeting are listed first.
DAVID H. BATCHELDER - Nominee - San Diego, California
Principal of Relational Investors LLC (investment advisory firm) and Principal
of Relational Advisors LLC (investment advisory and consulting firm). Director
of Washington Group International, Inc. Mr. Batchelder has been a director since
August 2, 2002. His current term expires September 25, 2003. He is 54 years of
age.
ROBERT A. KRANE - Nominee - Denver, Colorado
Consultant, KRA, Inc. from September 1990 to 1998; Retired President, Chief
Executive Officer and Director of Central Bancorporation, Inc. from June 1988
until January 1990; President, COO and Director of Central Bancorporation, 1986
to 1988; Vice Chairman and Director of Norwest Corporation, 1982 to 1985;
President and Director of Norwest Corporation, 1981 to 1982. Mr. Krane has been
a director since July 20, 1982. His current term expires September 25, 2003. He
is 69 years of age.
MARK H. RAUENHORST - Nominee - Minnetonka, Minnesota
President and Chief Executive Officer of Opus Corporation (commercial real
estate development and construction). Director of Graco, Inc. Mr. Rauenhorst has
been a director since May 4, 2001. His current term expires September 25, 2003.
He is 50 years of age.
BRUCE ROHDE - Nominee - Omaha, Nebraska
Chairman of the Board and Chief Executive Officer of ConAgra Foods, Inc. since
September 1998. Mr. Rohde has been a director since August 26, 1996. His current
term expires September 25, 2003. He is 54 years of age.
The following directors serve for terms that expire after 2003:
MOGENS C. BAY - Omaha, Nebraska
Chairman and Chief Executive Officer of Valmont Industries, Inc. (products for
water management and infrastructure) since January 1997. Director of Peter
Kiewit Sons', Inc. and Level 3 Communications, Inc. Mr. Bay has been a director
since December 12, 1996. His current term expires September 23, 2004. He is 54
years of age.
HOWARD G. BUFFETT - Decatur, Illinois
President of BioImages (photography and publishing) and President of Buffett
Farms. Former Chairman of the Board of The GSI Group (manufacture of
agricultural equipment) from June 1996 to August 2001. Director of Berkshire
Hathaway, Inc., Coca Cola Enterprises Inc., and Lindsay Manufacturing Co. Mr.
Buffett has been a director since January 25, 2002. His current term expires
September 22, 2005. He is 48 years of age.
STEPHEN G. BUTLER - Leawood, Kansas
Chairman and Chief Executive Officer of KPMG LLP (national public accounting
firm) from 1996 to 2002. Director of Cooper Industries. Mr. Butler has been a
director since May 16, 2003. His current term expires September 23, 2004. He is
55 years of age.
JOHN T. CHAIN, JR. - Fort Worth, Texas
Chairman of the Thomas Group (international management consulting). Retired
General, United States Air Force, former Commander-in-Chief of the Strategic Air
Command. Director of RJ Reynolds Tobacco, Inc., Kemper Insurance Companies,
Northrup Grumman, Inc. and the Thomas Group, Inc. Mr. Chain has been a director
since May 4, 2001. His current term expires September 22, 2005. He is 68 years
of age.
ALICE B. HAYES - Chicago, Illinois
President emerita of the University of San Diego since July 2003. President of
the University of San Diego from 1995 to July 2003. Executive Vice President and
Provost of Saint Louis University from 1989 to 1995. Director of Jack in the
Box, Inc. and Pulitzer, Inc. Ms. Hayes has been a director since August 3, 2001.
Her current term expires September 23, 2004. She is 65 years of age.
W.G. JURGENSEN - Columbus, Ohio
Chief Executive Officer of Nationwide Mutual Insurance Company since August
2000. Executive Vice President of Bank One Corporation from 1998 to 2000.
Executive Vice President of First Chicago NBD Corporation from 1996 to 1998.
Director of Nationwide Financial Services, Inc. Mr. Jurgensen has been a
director since August 2, 2002. His current term expires September 23, 2004. He
is 52 years of age.
CARL E. REICHARDT - San Francisco, California
Vice Chairman of Ford Motor Company since October 2001. Retired Chairman of the
Board of Directors of Wells Fargo & Company since 1994. Director of Ford Motor
Co., McKesson Corporation, Newhall Management Corporation and PG&E Corporation.
Mr. Reichardt has been a director since March 1, 1993. His current term expires
September 23, 2004. He is 72 years of age.
RONALD W. ROSKENS - Omaha, Nebraska
President of Global Connections, Inc. (international business consulting). Head
of U.S. Agency for International Development from 1990 until December 1992.
President of University of Nebraska from 1977 to 1989. Mr. Roskens has been a
director since December 3, 1992. His current term expires September 22, 2005. He
is 70 years of age.
KENNETH E. STINSON - Omaha, Nebraska
Chairman and Chief Executive Officer of Peter Kiewit Sons', Inc. (construction
and mining). Director of Valmont Industries, Inc. Mr. Stinson has been a
director since December 12, 1996. His current term expires September 22, 2005.
He is 60 years of age.
It is intended that proxies will be voted "FOR" the election of the
above-indicated nominees. In case any nominee shall become unavailable for
election to the Board of Directors for any reason not presently known or
contemplated, the proxy holders will have discretionary authority in that
instance to vote the proxies for a substitute.
DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis. During fiscal
2003, the Board met six times. The Board of Directors has adopted the ConAgra
Foods Corporate Governance Principles. The principles address the qualification
and selection of board members, board leadership, board structure and board
processes. The Corporate Governance Principles, along with the Company's other
corporate governance policies, are available on our website at
www.conagrafoods.com under the section for Investors.
The Board of Directors has assigned certain responsibilities to specific
committees. The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities by reviewing (1) the integrity of the financial
statements of the Company, (2) the qualifications, independence and performance
of the Company's independent auditors and internal auditing department, and (3)
the compliance by the Company with legal and regulatory requirements. The
Committee acts under a written charter adopted by the Board of Directors. The
Audit Committee met six times over nine days during fiscal 2003. In addition,
the Chairman of the Audit Committee had periodic conversations with Company
management and representatives of Deloitte & Touche during the fiscal year. For
further information, see "Audit Committee Report". Members of the Audit
Committee are Robert A. Krane (Chairman), Mogens C. Bay, Stephen G. Butler, W.G.
Jurgensen and Kenneth E. Stinson. The Board of Directors determined that all
members of the audit committee are audit committee financial experts (as defined
by the Securities and Exchange Commission). All Audit Committee members are
independent under New York Stock Exchange listing standards.
The Corporate Affairs Committee advises ConAgra Foods management on
internal and external factors and relationships affecting the Company's image,
reputation, objectives and strategies. Focus areas include economics,
government, regulation, sustainable development, community affairs and
stockholder relations. During fiscal 2003, the Corporate Affairs Committee met
five times. Members of the Corporate Affairs Committee are Howard G. Buffett
(Chairman), Alice B. Hayes and Mark H. Rauenhorst.
The Human Resources Committee has responsibility for reviewing, evaluating
and approving compensation plans, policies and programs for the Company's
directors, executive officers and significant employees. The Human Resources
Committee annually reviews and approves corporate goals and objectives relevant
to Chief Executive Officer compensation, evaluates the Chief Executive Officer's
performance in light of these goals and objectives, and recommends to the Board
the Chief Executive's compensation levels based on such evaluation. During
fiscal 2003, the Human Resources Committee met five times. Members of the Human
Resources Committee are Carl E. Reichardt (Chairman), David H. Batchelder, John
T. Chain, Jr. and Ronald W. Roskens.
The Corporate Governance Committee considers and makes recommendations to
the board concerning the appropriate size, functions and policies of the board,
the size and functions of the various committees of the board, and the corporate
governance principles of ConAgra Foods. During fiscal 2003, the Corporate
Governance Committee met three times. Members of the Corporate Governance
Committee are John T. Chain, Jr. (Chairman), David H. Batchelder, Mogens C. Bay,
Alice B. Hayes and Kenneth E. Stinson.
The Nominating Committee identifies qualified candidates for membership on
the board, proposes to the board a slate of directors for election by the
stockholders at each annual meeting, and proposes to the board candidates to
fill vacancies on the board. The Nominating Committee will consider candidates
recommended by stockholders; written suggestions for nominees should be sent to
the Secretary of the Company. Stockholder nominations must comply with
applicable provisions of the Company's bylaws; see "Fiscal 2004 Stockholder
Proposals". During fiscal 2003, the Nominating Committee met seven times.
Members of the Nominating Committee are Ronald W. Roskens (Chairman), Howard G.
Buffett, W.G. Jurgensen and Carl E. Reichardt.
The Executive Committee generally has authority to act on behalf of the
Board of Directors between meetings. The Executive Committee did not meet during
fiscal 2003. Members of the Executive Committee are Bruce Rohde (Chairman),
Robert A. Krane and Carl E. Reichardt.
For their services on the Board, non-employee directors are paid $50,000
per year. The Chairmen of the Human Resources, Audit, Corporate Affairs,
Nominating and Corporate Governance Committees are paid an additional $25,000
per year. Each non-employee director is paid $1,500 per meeting attended. Each
non-employee director earns a grant of 1,800 shares of ConAgra Foods common
stock per year under the ConAgra Foods 2000 Stock Plan. Non-employee directors
also earn an annual grant of non-statutory options, with an exercise price equal
to the fair market value on date of grant, to acquire 9,000 shares of ConAgra
Foods common stock under the ConAgra Foods 2000 Stock Plan. Directors are also
eligible to participate in the ConAgra Foods medical plan on the same basis as
ConAgra Foods employees.
Mr. Buffett serves at the request of the Company on the governing boards of
a joint venture between South Africa based Tiger Brands and ConAgra Foods for
the manufacture and sale of malt products on multiple continents, in which
ConAgra Foods has a 50% interest, and a U.S. based venture for environmental
research and development, in which ConAgra Foods has a 50% interest; Mr. Buffett
receives $50,000 per annum from each of these ventures for his services. Mr.
Buffett also serves at the request of the Company on the board of an India based
venture for the manufacture and sale of edible oil and bean products, in which
ConAgra Foods has a 33% interest; Mr. Buffett receives $50,000 per annum from
the Company for these services.
ConAgra Foods enters into many lease agreements for land, buildings, and
equipment at competitive market rates, and some of the lease arrangements are
with Opus Corporation or its affiliates. Mark Rauenhorst, a director of ConAgra
Foods, is a beneficial owner, officer and director of Opus Corporation. The
agreements relate to the leasing of land and buildings for ConAgra Foods.
ConAgra Foods occupies the buildings pursuant to long term leases with Opus
Corporation and its affiliates, some of which contain various termination rights
and purchase options. Leases effective in fiscal 2003 required annual lease
payments by ConAgra Foods of $20,743,000. The Company also paid Opus Corporation
or its affiliates $1,453,000 for construction work during fiscal 2003. Opus
Corporation had revenues of approximately $1.1 billion in 2002.
The Directors' Charitable Award Program has been discontinued. Directors
elected to the board prior to 2003 were eligible for the program; the directors
who continue participation in the program are entitled to nominate one or more
tax-exempt organizations to which ConAgra Foods will contribute an aggregate of
$1 million in four equal annual installments upon the death of the director. A
director is vested in the program upon completion of three years of service as a
director or upon the death, disability or mandatory retirement of such director.
ConAgra Foods maintains insurance on the lives of its directors to fund the
Program. Directors derive no personal financial benefit from the Program since
any insurance proceeds prior to donation and the tax benefit of the donation
accrue solely to the benefit of ConAgra Foods.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by ConAgra
Foods for services rendered during fiscal years 2003, 2002 and 2001 for the
Chief Executive Officer and the next four highest compensated executive officers
of ConAgra Foods.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Name/ Restricted Option LTIP All Other
Principal Position Fiscal Salary Bonus Stock Awards Grants Payouts Compensation
Year ($) ($) ($)(1) (2) (#)(2) ($)(2) ($)(3)
Bruce Rohde 2003 1,166,346 2,350,000 2,323,531 0 2,323,531 109,061
Chairman & 2002 950,267 2,969,000 1,930,910 1,054,560 0 120,150
Chief Executive 2001 950,472 0 0 300,000 0 31,122
Officer
Dwight J. Goslee 2003 600,000 755,000 774,510 0 774,510 38,772
Executive Vice President 2002 494,273 781,625 643,637 226,520 0 36,354
Operations Control 2001 411,538 150,000 482,500 20,000 0 14,480
& Development
James P. O'Donnell 2003 500,000 544,000 774,510 0 774,510 36,226
Executive Vice 2002 450,000 575,100 643,637 151,520 0 33,930
President, Chief 2001 450,000 0 0 20,000 0 15,846
Financial Officer,
Corporate Secretary
Owen C. Johnson 2003 500,000 544,000 774,510 0 774,510 36,222
Executive Vice President 2002 444,353 567,725 643,637 226,520 0 34,834
Human Resources and 2001 400,000 0 0 20,000 0 14,832
Administration
Kenneth W. Gerhardt 2003 400,000 435,000 387,255 0 387,255 27,124
Senior Vice President, 2002 360,000 460,080 321,818 90,760 0 26,388
Chief Information 2001 360,000 0 0 15,000 0 12,649
Officer
(1) Mr. Goslee received a restricted stock award of 25,000 shares on February
27, 2001 which vest 100% on February 27, 2006 and immediately upon death, total
disability or change of control. Under ConAgra Foods' long-term senior
management incentive program, certain awards are made in restricted stock
equivalent units (see footnote 2 below). The executive receives dividend
equivalent payments on the restricted stock and equivalent units. At the end of
fiscal 2003, the aggregate restricted (unvested) stock and / or equivalent
holdings, valued at the closing price of ConAgra Foods common stock at May 25,
2003 without giving effect to the diminution of value attributable to the
restrictions on such stock or units were: Mr. Rohde - $3,441,238 (149,554
shares/units); Mr. Goslee - $1,152,295 (50,078 shares/units); Mr. O'Donnell -
$686,872 (29,851 shares/units); Mr. Johnson - $1,497,445 (65,078 shares/units);
and Mr. Gerhardt - $343,447 (14,926 shares/units). Shares issued cannot be sold
until at least six months after the individual ceases to be an executive officer
of the Company.
(2) Amounts earned under the Company's long-term senior management incentive
program in fiscal 1999-2002 were issued in restricted stock equivalent units
(payable in common stock when restrictions end) which vested over five years.
Stock options were issued to program participants for service in those years
equal to four times the number of restricted stock equivalent units. For
services in fiscal 2003, the stock option grants were replaced with restricted
units (credited with appreciation or depreciation in ConAgra Foods stock during
the restricted period and payable in cash when restrictions end) which vest over
five years.
(3) Amounts represent contributions by ConAgra Foods to its qualified and
nonqualified 401(k) plans and the imputed dollar value for term life insurance.
Fiscal year 2003 life premium values are as follows: Mr. Rohde, $3,571; Mr.
Goslee, $2,622; Mr. O'Donnell, $4,906; Mr. Johnson, $4,902; and Mr. Gerhardt,
$2,074.
OPTION GRANTS FOR FISCAL YEAR 2003
The Company made no grants of stock options during the last fiscal year to
the executive officers named in the Summary Compensation Table. No stock
appreciation rights were granted during fiscal 2003.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003
AND FY-END OPTION VALUES
The following table sets forth information on aggregate option exercises in
the last fiscal year and information with respect to the value of unexercised
options to purchase ConAgra Foods common stock for the executive officers named
in the Summary Compensation Table.
Unexercised Options Value of Unexercised
Held at FY-End In-the-Money Options
(#) at FY-End ($) (2)
----------------------- --------------- -------------- -------------------------------- --------------------------------
Shares
Acquired Value Realized
On Exercise ($) (1) Exercisable Unexercisable Exercisable Unexercisable
(#) ($) ($)
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Bruce Rohde 0 0 1,091,317 1,079,125 1,058,265 1,058,174
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Dwight J. Goslee 9,866 96,810 185,229 203,614 383,225 122,093
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
James P. O'Donnell 18,000 125,865 191,938 177,708 511,793 106,905
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Owen C. Johnson 0 0 137,738 211,614 120,014 122,093
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Kenneth W. Gerhardt 0 0 118,558 99,854 79,644 66,563
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
(1) Value realized is the difference between the closing price of ConAgra Foods
common stock at the time of exercise and the exercise price of the options
multiplied by the number of shares.
(2) Value shown is the difference between the closing price of ConAgra Foods
common stock on the last trading day of fiscal 2003 ($23.01) and the exercise
price of in-the-money options multiplied by the number of shares subject to
in-the-money options.
LONG-TERM INCENTIVE AWARDS
The following table provides information concerning long-term incentive
awards approved by the Human Resources Committee (the "Committee") for the
executive officers named in the Summary Compensation Table. The long-term senior
management incentive program rewards participants, including executive officers,
based on ConAgra Foods' ability to increase earnings per share, with awards at
target levels. The CEO recommends participants and the Committee approves
participants, on an annual basis. The participants are eligible to share in an
award pool of 8% of ConAgra Foods' excess after-tax earnings (subject to
adjustment pursuant to the program) over and above a 5% compound growth rate
from a five-year average earnings base. Awards are made in restricted stock
equivalent units (payable in common stock when restrictions end) and any shares
issued may not be sold until at least six months after the individual ceases to
be an executive officer of the Company. See footnote (1) below. An equivalent
award, if earned, which was paid through the issuance of stock options equal to
four times the number of restricted stock equivalent units in fiscal 1999-2002,
will now be paid through the issuance of restricted units (credited with
appreciation or depreciation in ConAgra Foods stock during the restricted period
and payable in cash when restrictions end). See footnote (2) below. The target
award reflected below is based on a Committee approved growth rate over the base
year, with awards at target levels.
Estimated Future Payouts
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Performance or
Number of other Period Until
Shares, Units or Maturation or Threshold Target Maximum
Other Rights Payout (#) (#) (#)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Bruce Rohde 12 (1) 0 97,200 (1) N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
$2,430,000(2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Dwight J. Goslee 4 (1) 0 32,400 (1) N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
$810,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
James P. O'Donnell 4 (1) 0 32,400 (1) N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
$810,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Owen C. Johnson 4 (1) 0 32,400 (1) N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
$810,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Kenneth W. Gerhardt 2 (1) 0 16,200 (1) N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
$405,000 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
(1) Amount represents the target number of the stock equivalent units (with
payouts in common stock) under the long-term senior management incentive program
and is dependent on both earnings and stock price. See description above. Any
stock equivalent units issued under the program are restricted and any shares
will be issued under ConAgra Foods stock plans. The participants receive common
stock dividend cash equivalents on the restricted stock equivalents. The stock
equivalent units vest on the fifth anniversary of issuance, or earlier upon
death, normal retirement, permanent disability, or change in control. If a
participant terminates employment, the stock equivalent units vest 20% per year
of employment post-issuance, unless the termination was for cause. Vested
equivalent units are paid in shares of common stock.
(2) Amount represents the target equivalent award of other restricted units
(credited with appreciation or depreciation in ConAgra Foods stock during the
restricted period and payable in cash when restrictions end) and is dependent on
both earnings and stock price. The restrictions and vesting described in
footnote (1) also apply to these units. The participants are credited with
dividend equivalents on the restricted units.
BENEFIT PLANS AND RETIREMENT PROGRAMS
ConAgra Foods maintains a non-contributory defined benefit pension plan for
all eligible employees. Certain ConAgra Foods employees, including executive
officers, participate in a supplemental retirement plan designed to provide
pension benefits to which such persons would be entitled, but for the limit on
the maximum annual benefits payable under the Employee Retirement Income
Security Act of 1974 and the limit under the Internal Revenue Code on the
maximum amount of compensation which may be taken into account under ConAgra
Foods' basic defined benefit pension plan.
The following table shows typical annual benefits computed on the basis of
a straight life annuity payable on a combined basis under the basic pension
program and the supplemental retirement plan, based upon retirement in 2003 at
age 65, to persons in specified remuneration and credited years-of-service
classifications. Annual retirement benefits set forth below are not subject to
reduction for social security or other offset amounts.
Credited Years of Service
--------------------------------------------------------------------------------------------------------------------------------
Final Average
Remuneration 10 15 20 25 30 35 40
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
$50,000 $5,400 $8,000 $10,700 $13,400 $16,100 $18,800 $21,500
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
100,000 12,600 18,800 25,100 31,400 37,700 44,000 50,300
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
150,000 19,800 29,600 39,500 49,400 59,300 69,200 79,100
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
200,000 27,000 40,400 53,900 67,400 80,900 94,400 107,900
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
250,000 34,200 51,200 68,300 85,400 102,500 119,600 136,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
500,000 70,200 105,200 140,300 175,400 210,500 245,600 280,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
1,000,000 142,200 213,200 284,300 355,400 426,500 497,600 568,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
1,500,000 214,200 321,200 428,300 535,400 642,500 749,600 856,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
2,000,000 286,200 429,200 572,300 715,400 858,500 1,001,600 1,144,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
2,500,000 358,200 537,200 716,300 895,400 1,074,500 1,253,600 1,432,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
3,000,000 430,200 645,200 860,300 1,075,400 1,290,500 1,505,600 1,720,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
3,500,000 502,200 753,200 1,004,300 1,255,400 1,506,500 1,757,600 2,008,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
4,000,000 574,200 861,200 1,148,300 1,435,400 1,722,500 2,009,600 2,296,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
4,500,000 646,200 969,200 1,292,300 1,615,400 1,938,500 2,261,600 2,584,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
5,000,000 718,200 1,077,200 1,436,300 1,795,400 2,154,500 2,513,600 2,872,700
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
Benefits under these plans are based on credited years of service and final
average remuneration (generally the highest five consecutive years of
compensation out of the last ten years of service for ConAgra Foods). Covered
compensation includes salary and short-term incentive. As of May 25, 2003, the
named executive officers who participate in the defined benefit pension plan had
the following credited years of service: Mr. Rohde, 14 years; Mr. Goslee, 17
years; Mr. O'Donnell, 24 years; Mr. Johnson, 4 years; and Mr. Gerhardt, 7 years.
ConAgra Foods has conditional employment agreements with certain officers,
including all executive officers named in the summary compensation table. The
employment agreements require the individuals to support the position of the
Board of Directors with respect to any event by which another entity would
acquire effective control of ConAgra Foods (as defined in the agreements)
through a tender offer, merger or otherwise. In consideration of this promise,
ConAgra Foods agrees to employ the individual for three years after the event by
which another entity acquires effective control of ConAgra Foods. During that
three year period, the individual would receive annually an amount not less than
the individual's current annual base compensation, plus the greater of (i) the
individual's maximum allowable target short-term incentive compensation (as
defined in the agreement) or (ii) the individual's highest short-term incentive
award during the prior three fiscal years, plus an amount equal to the
individual's highest per unit award under the long-term compensation plan made
during the three fiscal years immediately preceding such acquisition of control
multiplied by the number of participation units for the current fiscal year. In
addition, the individual would be entitled to those retirement benefits
receivable had the individual worked to normal retirement age.
ConAgra Foods must satisfy this retirement benefit obligation through a
trust payable to the employee beginning at retirement age. If the employee is
involuntarily terminated or constructively terminated (as defined in the
agreements) during the three year employment period, ConAgra Foods is required
to pay the individual the amount of annual and incentive compensation described
above for any remainder of the three year period plus a full year's compensation
and maximum incentive payments, and shall also be obligated to provide the
described retirement benefits through a trust.
In addition, the employee shall receive an amount equal to the difference
between the highest tender offer price by the acquiring entity over the closing
price of ConAgra Foods common stock on the date of termination, multiplied by
the number of ConAgra Foods shares owned by the employee on the date of
termination (including for this purpose, options granted under Stock Plans.) If
the employee voluntarily terminates during the three-year period, ConAgra Foods
remains obligated to make the previously described retirement payments and the
payments described in the preceding sentence. ConAgra Foods is also required to
make a gross-up payment to the employee if any payment to the employee is
subject to an excise tax under Section 4999 of the Internal Revenue Code.
ConAgra Foods adopted in 1989 the ConAgra Foods Incentives and Deferred
Compensation Change in Control Plan. Under this plan, in the event of a change
in control of ConAgra Foods (as defined in the plan), all benefits, payments and
deferred compensation under ConAgra Foods' various incentive, bonus, deferred
compensation and similar arrangements, for all employees participating under the
applicable plans, become immediately non-forfeitable. In addition, a participant
under any of the plans who is terminated after a change in control shall receive
a pro rata benefit based on the portion of the year for which the participant
was employed.
ConAgra Foods and Mr. Rohde are parties to an employment agreement
effective August 26, 1996. Mr. Rohde receives as compensation (1) a base salary
of not less than $750,000 per annum, (2) participation in ConAgra Foods'
executive annual incentive plan with a target bonus of not less than 80% of base
salary and (3) participation in the long-term senior management incentive
program. Mr. Rohde received on August 26, 1996 an award of 200,000 (post-1997
stock split) restricted shares vesting at the rate of 10% per year and an option
to acquire 200,000 (post-1997 stock split) shares of stock exercisable at fair
market value on the date of grant and vesting at the rate of 20% per annum. If
Mr. Rohde is terminated without cause or voluntarily terminates with good reason
(all as defined in the employment agreement), his then current base salary
continues for a period of 24 months and all options and restricted shares
immediately vest. The options and restricted shares also vest upon death or
permanent disability. The employment agreement imposes certain noncompetition
and confidentiality agreements on Mr. Rohde.
HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
ConAgra Foods' executive compensation plans are administered by the Human
Resources Committee of the Board of Directors (the "Committee"). The Committee
is composed of non-employee directors. The Committee has the responsibility to
review, evaluate and approve compensation plans, policies and programs for the
Company's directors, executive officers and significant employees.
ConAgra Foods Compensation Philosophy
ConAgra Foods' compensation philosophy has been consistent. The Committee
established ConAgra Foods' long-term executive compensation plans with a view
that benefits payable under short-term incentive plans are geared to performance
in the current fiscal year, while benefits payable under the long-term incentive
plans are designed to motivate executives for measured performance over time.
Performance goals for senior management are tied to the attainment of annual
company-wide or business unit profit plans. Performance goals can include a
variety of factors related to profits, returns on capital, working capital and
other factors.
The Committee believes ConAgra Foods' management should hold a significant
ownership in ConAgra Foods common stock. Such stock ownership is expected to
result in executive decision-making which is in the best long-term interests of
ConAgra Foods and its stockholders. ConAgra Foods has taken steps which cause
executive officers to hold stock throughout their employment. The Committee has
structured ConAgra Foods' long-term incentives to be significantly stock-based.
ConAgra Foods' executive compensation consists of three components: base
salary, short-term incentives and long-term incentives. The Committee approved
and administered the executive compensation programs within each of these
components during fiscal 2003.
The Committee has reviewed ConAgra Foods' compensation plans in light of
Internal Revenue Code provisions relating to the disallowance of deductions for
nonperformance-based remuneration in excess of $1,000,000 to certain executive
officers. The Committee intends to structure ConAgra Foods' executive
compensation plans so that payments thereunder will generally be fully
deductible. However, ConAgra Foods may occasionally grant restricted shares or
compensation in excess of $1,000,000 for specific reasons which would not
qualify as deductible performance-based remuneration.
Base Salary
The Committee reviews the competitive market for executive positions
considering the competitive pay for similar positions in the food and consumer
products industries. The base salary for each executive officer is established
based on individual performance and contribution to the profitability of ConAgra
Foods, considering the competitiveness of the total compensation package. The
Committee periodically uses outside consultants and published compensation
survey data to review competitive rates of pay within the market. Mr. Rohde's
base salary in fiscal 2003 was increased from $950,000 to $1,200,000, following
the Committee's review of competitive compensation information; all incremental
salary over his previous salary was deferred and was invested in ConAgra Foods
stock. Mr. Rohde's previous increase in base salary was in fiscal 1998.
Short-Term Incentives
The Committee believes that an executive's contribution toward achieving
ConAgra Foods' strategic goals, growth in earnings per share and annual
operating plans should form the basis for short-term incentives. The Committee
establishes performance goals at the beginning of each fiscal year tied to the
attainment of annual company-wide or business unit plans. Executive officers are
assigned threshold and target short-term performance award opportunities. The
short-term incentive target, plus base salary, is intended to provide a fully
competitive annual cash compensation program for ConAgra Foods executives when
business and individual goals are met. The short-term incentive for ConAgra
Foods executive officers in fiscal 2003 was established under the Executive
Annual Incentive Plan, which stockholders approved in 2000.
Mr. Rohde's annual bonus for fiscal 2002 and 2003 were based on attainment
of goals established by the Committee at the beginning of the fiscal year. The
target goals for fiscal 2002 and 2003 were based on levels of achievement of
earnings per share objectives for ConAgra Foods. The target goals for fiscal
2001 were not attained and accordingly no short-term incentives were paid for
fiscal 2001.
Long-Term Incentives
ConAgra Foods' long-term incentives for executive officers are provided
through a long-term senior management incentive program and stock plans approved
by stockholders in 1985, 1990, 1995 and 2000.
The long-term senior management incentive program rewards participants,
including executive officers, based on ConAgra Foods' ability to increase
earnings per share, with awards at target levels. The Committee selects
participants, including executive officers, on an annual basis, and the
participants are eligible to share in an award pool of 8% of ConAgra Foods'
excess after-tax earnings (subject to adjustment pursuant to the program) over
and above a 5% compound growth rate from a five-year average earnings base.
Amounts earned under the program in fiscal 1999-2002 were issued in restricted
stock equivalent units (payable in common stock when restrictions end) which
vested over five years. The Committee determined to issue stock options to
program participants during those years with a value approximately equal to the
restricted stock equivalent units, and the Committee therefore issued stock
options to the participants for service in those years equal to four times the
number of restricted stock equivalent units. For services in fiscal 2003, the
Committee determined to eliminate the stock option grants to executive officers
participating in the program, and in lieu of the stock options issued restricted
units (credited with appreciation or depreciation in ConAgra Foods stock during
the restricted period and payable in cash when restrictions end) which vest over
five years. The Chief Executive Officer participated in the long-term senior
management incentive program during fiscal 2003 at an award level equal to a
multiple of the award level of the next highest executive officer named in the
Summary Compensation Table. This higher level of participation reflects the
Committee's judgment as to the duties and responsibilities required of the Chief
Executive Officer position and his expected contributions to the Company's
leadership, direction and profitability. The Chief Executive Officer's
participation in the program for fiscal 2003 resulted in the issuance of 98,580
restricted stock equivalent units (payable in common stock) with a value of
$2,323,531, and the Chief Executive Officer received an equivalent award of
restricted units payable in cash; all such restricted units vest over five
years. The target levels were not attained in fiscal 2001 and no payments were
made under the long-term senior management incentive program for fiscal 2001.
The Committee also administers ConAgra Foods' stock plans, which authorize
various stock-based incentives, including grants of stock options and restricted
stock. The Committee historically granted options on an annual basis in the
range of 1% to 1.5% of ConAgra Foods' outstanding common stock. For fiscal 2003
performance, options were granted to approximately 1,500 ConAgra Foods
employees; no options were granted to executive officers. The options and
restricted stock/units granted in fiscal 2003 or for fiscal 2003 performance
were approximately 1.0% of the Company's outstanding common stock. The Committee
grants stock options at the prevailing market price of ConAgra Foods common
stock and such options therefore have value only if ConAgra Foods' stock price
increases. The Committee does not reprice options.
ConAgra Foods, Inc. Human Resources Committee
Carl E. Reichardt, Chairman
David H. Batchelder
John T. Chain, Jr.
Ronald W. Roskens
AUDIT COMMITTEE REPORT
The Audit Committee is composed of five directors, each of whom meets the
independence and experience requirements of the New York Stock Exchange. The
Board of Directors has determined that all members of the Audit Committee are
audit committee financial experts (as defined by the Securities and Exchange
Commission). The Audit Committee assists the Board of Directors in fulfilling
its oversight responsibilities by reviewing (1) the integrity of the financial
statements of the Company, (2) the qualifications, independence and performance
of the Company's independent auditors and internal audit department, and (3)
compliance by the Company with legal and regulatory requirements. The Committee
acts under a written charter, adopted by the Board of Directors, a copy of which
is available on the Company's website.
ConAgra Foods' management is responsible for the Company's financial
reporting process and internal controls. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles. The Audit
Committee oversees the Company's financial reporting process and internal
controls on behalf of the Board of Directors.
The Audit Committee has sole authority to retain, compensate, oversee and
terminate the independent auditor. The Audit Committee reviews the Company's
annual audited financial statements, quarterly financial statements, and filings
with the Securities and Exchange Commission. The Audit Committee reviews reports
on various matters, including: (1) critical accounting policies of the Company,
(2) material written communications between the independent auditor and
management, (3) the independent auditor's internal quality-control procedures,
(4) significant changes in the Company's selection or application of accounting
principles, and (5) the effect of regulatory and accounting initiatives on the
financial statements of the Company.
The Audit Committee pre-approves all audit and non-audit services performed
by the independent auditor. The Audit Committee will periodically grant general
pre-approval of certain audit and non-audit services. Any other services must be
specifically approved by the Audit Committee, and any proposed services
exceeding pre-approved cost levels must be specifically pre-approved by the
Audit Committee. In periods between Audit Committee meetings, the Chairman of
the Audit Committee has the delegated authority from the Committee to
pre-approve additional services, and such pre-approvals are then communicated to
the full Audit Committee.
Pursuant to the Audit Committee charter, the Committee has the authority to
conduct investigations within the scope of its responsibilities and to retain
legal, accounting and other advisors to assist the Committee in its functions.
During fiscal 2001 and 2002, the Committee undertook an investigation of certain
accounting practices at the Company's United Agri Products subsidiary, and
retained special counsel in connection with such investigation. The
investigation resulted in a June 2001 restatement of the Company's financial
statements for fiscal years 1997-2000.
During the last fiscal year, the Audit Committee met and held discussions
with representatives of ConAgra Foods management, its internal audit staff, and
Deloitte & Touche, independent auditors. Representatives of financial
management, the internal audit staff, and the independent auditors have
unrestricted access to the Audit Committee and periodically meet privately with
the Audit Committee. The Audit Committee reviewed and discussed with ConAgra
Foods' management and Deloitte & Touche the audited financial statements
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
May 25, 2003.
The Committee also discussed with the independent auditors other matters
required to be discussed by the auditors with the Committee under the Statement
on Auditing Standards No. 61 (communication with audit committees). The
Committee received and discussed with the independent auditors their written
report on their independence from the Company and its management, which is made
under Independence Standards Board Standard No. 1 (independence discussions with
audit committees). The Committee also considered whether the provision of
non-audit services provided by Deloitte & Touche to the Company during fiscal
2003 was compatible with the auditors' independence.
Based on these reviews and discussions, and the report of the independent
auditors, the Audit Committee has recommended to the Board of Directors, and the
Board has approved, that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended May 25, 2003 for
filing with the Securities and Exchange Commission.
ConAgra Foods, Inc. Audit Committee
Robert A. Krane, Chairman
Mogens C. Bay
Stephen G. Butler
W.G. Jurgensen
Kenneth E. Stinson
COMPARATIVE STOCK PERFORMANCE
The comparative stock performance graphs shown below compare the yearly
change in cumulative value of ConAgra Foods common stock with certain Index
values for both five- and ten-year periods ended fiscal 2003, according to
Bloomberg. Both graphs set the beginning value of ConAgra Foods common stock and
the Indices at $100. All calculations assume reinvestment of dividends. The
performance graphs compare ConAgra Foods with the Standard and Poor's (S&P) 500
Stock Index and the S&P Packaged Foods Index. All Index values are weighted by
capitalization of companies included in the group.
FIVE YEAR COMPARISON
Starting
Basis 1998 1999 2000 2001 2002 2003
-------------------------------------------------------------------------------------------------------------------------
ConAgra Foods $100.00 $ 91.33 $ 83.20 $ 76.61 $ 97.38 $ 94.33
S&P 500 $100.00 $121.03 $129.67 $121.66 $104.63 $ 91.73
S&P Packaged Foods $100.00 $ 88.38 $ 81.59 $ 91.38 $106.45 $100.91
TEN YEAR COMPARISON
Starting
Basis 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003
--------------------------------------------------------------------------------------------------------------------------------
ConAgra Foods $100.00 $116.47 $135.19 $180.15 $265.02 $261.15 $238.51 $217.28 $200.07 $254.31 $246.35
S&P 500 $100.00 $104.43 $122.99 $163.09 $207.86 $272.15 $329.39 $352.91 $331.10 $284.74 $249.63
S&P Packaged Foods $100.00 $ 99.04 $121.53 $149.64 $198.14 $264.62 $233.87 $215.91 $241.82 $281.69 $267.02
o During fiscal 2003, the cumulative value of ConAgra Foods stock decreased
3.1%, assuming reinvestment of dividends, while the S&P 500 Index decreased
12.3% and the S&P Packaged Foods Index decreased 5.2%.
ITEM 2: Ratification of Appointment of Independent Auditors
The firm of Deloitte & Touche has been appointed by the Audit Committee to
conduct the fiscal 2004 audit of the Company's financial statements. The same
firm conducted the fiscal 2002 and 2003 audits. Fees billed by Deloitte & Touche
to the Company for services during the fiscal year ended May 25, 2003 were:
Audit Fees. Deloitte & Touche billed the Company an aggregate of $3,940,000
for professional services rendered in connection with the audit of the Company's
fiscal 2003 annual financial statements and Deloitte & Touche's review of the
Company's quarterly financial statements during fiscal 2003.
Financial Information Systems Design and Implementation Fees. Deloitte &
Touche did not perform any information technology services for the Company
during fiscal 2003.
All Other Fees. Deloitte & Touche billed the Company an aggregate of
$3,422,000 for all other services during fiscal 2003, including audit related
services of $1,745,000 and non-audit services of $1,677,000.
The Board of Directors requests that stockholders ratify the appointment of
Deloitte & Touche as independent auditors to conduct the 2004 audit of the
Company's financial statements. Representatives from Deloitte & Touche will be
present at the annual Stockholder's meeting. The representatives will have the
opportunity to make a statement if they so desire and will also be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 2.
ITEM 3: Stockholder Proposal - Genetically Engineered Food
The Company has been informed that the Missionary Oblates of Mary
Immaculate, 391 Michigan Avenue NE, Washington, D.C., 20017-1516, and The
Brethren Benefit Trust, Inc., 84 State Street, Boston, MA, 02109, each of whom
report ownership of at least $2,000 in market value of Company common stock, as
co-proponents, intend to introduce the following resolution at the Annual
Meeting:
"Report on Impacts of Genetically Engineered Food
ConAgra 2003
RESOLVED: Shareholders request that our Board review the Company's policies for
food products containing genetically engineered (GE) ingredients and report to
shareholders by March 2004. This report, developed at reasonable cost and
omitting proprietary information, will identify: risks, financial costs
(including opportunity costs) and benefits, and environmental impacts of
continued use of GE-ingredients in food products sold or manufactured by the
company.
We urge that this report:
(1) Identify the scope of the Company's products that are derived from or
contain GE ingredients;
(2) Outline a contingency plan for sourcing non-GE ingredients should
circumstances so require.
We believe that with this review, ConAgra addresses issues of financial, legal
and reputation risk, competitive advantage and brand name loyalty in the
marketplace.
Supporting Statement:
o There is concern that GE-wheat, if approved, could sink US wheat exports
(3/11/03).
o Crops engineered to produce pharmaceuticals/industrial chemicals could
pollute the food system. Fearing that pollen from corn not approved for
human consumption may have spread to nearby fields of ordinary corn, the
U.S. Department of Agriculture ordered 155 acres of Iowa corn uprooted and
incinerated (9/2002); 500,000 bushels of soybeans in Nebraska were
quarantined due to contamination by small amounts of a test
pharmaceutical/industrial crop (11/2002).
o The National Food Processors Association has stated (11/2002): "There is an
unacceptable risk to the food supply associated with the use of food and
feed crops as `factories' for the production of pharmaceuticals or
industrial chemicals without mandatory regulations and necessary
verification in place."
o The Grocery Manufacturers of America has called on the Food and Drug
Administration (FDA) to implement stronger regulations for pharmaceuticals
crops to ensure the safety and integrity of the U.S. food supply (2/2003).
o FDA does not assure the safety of GE products; it is the developer's
responsibility to assure that the food is safe. According to the Center for
Science in the Public Interest (1/2003), the FDA lacks both the authority
and the information to adequately evaluate the safety of GE foods.
o In December 2002, StarLink corn, not approved for human consumption, was
detected in a U.S. corn shipment to Japan. StarLink was first discovered to
have contaminated U.S. corn supplies in September 2000, triggering a recall
of 300 products. For ConAgra that included 1.45 million pounds of baking
ingredients. (12/2000)
o Many of Europe's larger food retailers [J.Sainsbury (UK), Carrefour,
(France's largest retailer), Migros (Switzerland, the country's largest
food chain), Delhaize (Belgium), Marks and Spencer (UK), Superquinn
(Ireland) and Effelunga (Italy)] have committed to removing GE ingredients
from their store-brand products.
o The National Academy of Sciences report (8/2002) Animal Biotechnology:
Science-Based Concerns (p. 14) cautions that the current regulatory system
is inadequate to address "potential hazards, particularly in the
environmental area." Research reported in Ecology Letters (March 2003)
indicates that Bt crops could have unanticipated nutritionally favorable
effects on pests, indicating a need for further ecological and biochemical
studies."
Board Recommendation
ConAgra Foods' highest priority is the quality and safety of our food
products. We are committed to using only approved ingredients in our products
and all of our products comply with U.S. national food laws and labeling
regulations.
ConAgra Foods believes that questions about genetically engineered foods
should be entrusted to the government agencies that have the knowledge,
expertise and authority needed to resolve any issues uniformly on the basis of
sound science, including the United States Food and Drug Administration ("FDA"),
the United States Department of Agriculture ("USDA") and the Environmental
Protection Agency ("EPA"). Under current law, producers of all foods have an
obligation to ensure the foods they offer are safe. The FDA has the
responsibility and authority to evaluate each application of genetic engineering
on a case by case basis. After their evaluation, ConAgra Foods follows FDA's
published guidance when sourcing ingredients for its products.
ConAgra Foods does not believe the report requested by the shareholder
proposal can be accurately prepared, given the current practices of multi-vendor
sourcing prevalent in the United States food distribution system. ConAgra Foods
produces and markets thousands of products in hundreds of different product
categories, and uses large volumes of numerous ingredients derived from a wide
variety of crops, as well as meat, poultry and dairy ingredients. It would be
difficult and costly, if not impossible in the absence of federal laws and
regulations, for the Company to require its numerous suppliers to identify
ingredients derived from modern biotechnology. Further, requiring the sourcing
of crops not genetically engineered is impractical for the Company. The food
supply chain in the United States, from the farmer forward, has not established
a system to identify and segregate genetically engineered crops. While certain
companies may be able to obtain limited quantities of selective ingredients
derived exclusively from non-genetically engineered crops, it would not be
possible for a company of ConAgra Foods' size and complexity to do so.
Preparation of the report would impose substantial costs. Due to the
expenditure of time and the costs, required due to the difficulty of
differentiating genetically engineered ingredients from their unmodified
counterparts, the Company does not believe the report can be prepared at
reasonable cost. ConAgra Foods also believes the report must necessarily include
confidential information about its products, and the publication of the
information would put the Company at a competitive disadvantage.
ConAgra Foods believes that issues relating to biotechnology should be
resolved uniformly by the FDA, USDA, EPA and other appropriate governmental
regulatory agencies. These regulatory agencies can evaluate all aspects of the
issue in a balanced and fully informed manner, and on the basis of sound
science.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
ITEM 4: Stockholder Proposal - Stock Option Plan Changes
The Company has been informed that Donald D. Hudgens, 16711 Pine Street,
Omaha, NE, 68130, and William J. Scherle, 50488 370th Street, Henderson , IA,
51541, each of whom report ownership of at least $2,000 in market value of
ConAgra Foods common stock, intend to introduce the following resolution at the
Annual Meeting:
"Inasmuch as stockholders invest in public corporations anticipating
financial rewards through payment of dividends and/or increase in stock price,
it is reasonable that management exert every legal effort to enhance value and
receive compensation through stock options and bonuses in such a manner as to
provide stockholders and the public with assurances that programs are fair and
equitable to the interests of both.
With that in mind, the following recommendations are submitted for a vote by all
shareholders requesting the Board of Directors modify current and all future
stock option plans for all senior executives and corporate directors as follows:
o The exercise price of ConAgra Foods stock options, under any stock
option plan, must exceed the rate of growth of the S&P Packaged Foods
Index by one percent from the date they are granted to the date they
vest or they will not vest.
o Vesting of any stock options cannot occur any sooner than one year
after granting under any plan. Exercisability of options cannot be
accelerated under any circumstance.
o The right to exercise options under any plan will expire six years
from the original grant date.
o Employees must remain in the employment of ConAgra Foods and directors
must continue in that capacity until options vest or until that
employee or director reach mandatory retirement age or they will be
lost to that employee or director.
o Any shares which do not vest will not be returned to the pool of
shares to be granted at some later date.
Proponent's Statement of Support
Because our company is extremely generous in granting stock options to senior
executives and corporate directors, we believe their performance must be
measured against an external standard. This would couple rewarding of those
employees with individual investors.
We believe individuals purchasing ConAgra Foods stock on the same date options
are granted can rightfully expect it to grow at a rate exceeding its peer group.
If it does not exceed that growth rate, those who have options given them should
not profit from a lesser gain.
We believe vesting of options after one year and exercising within six years is
sufficient time to prove the value of the grant. Additionally, we believe one
opportunity for options on any given shares is enough.
We believe these modifications would provide incentive for our company's
management team to be the best company in their peer group and our Directors to
better discharge their fiduciary responsibility to the shareholders.
We have no intention for the leadership of our company to become fixated on the
market price of ConAgra Foods, Inc. stock. We believe exceptional leadership and
honesty in directing the course of our company affairs will be recognized by the
market and will lead to that end.
Please vote FOR this proposal."
Board Recommendation
The Board of Directors believes the proposal is flawed in two respects and
should be rejected:
o The proposal would damage the Company's ability to recruit and retain
employees. The Company competes for talent with a number of consumer
goods and other companies. For example, over the last several years,
the Company has hired key employees who have worked for a variety of
companies, including Kraft, Campbell Soup, Heinz, Kimberly-Clark,
PepsiCo, Procter & Gamble, and Sara Lee, none of which operate under
the provisions contained in the proposal. ConAgra Foods believes the
adoption of the proposal would significantly impair its ability to
attract such key employees.
o The Company believes the proposal would require it to breach existing
contracts. The proposal seeks to modify current option plans which do
not contain the proposal's terms.
The Company's current plans give the independent Human Resources Committee
the flexibility to structure competitive options. Much has been written in
recent years about stock option abuses at some public companies. The abuses
include the exercise and sale of option stock by senior executives, the granting
of options at below market prices, the repricing of underwater options, and the
granting of excessive numbers of options.
Those abuses do not exist at ConAgra Foods. We prohibit our directors and
executive officers from selling ConAgra Foods stock, whether acquired on option
exercise or otherwise, at any time until six months have passed since the
termination of his or her directorship or position with the Company. The Company
grants stock options to employees with an exercise price equal to the fair
market value of the common stock on the date of grant. The Company does not
grant "discount options" and has never repriced options. Generally option grants
vest in installments over time and the employee must be employed by the Company
at the time of the vesting to exercise the options. The number of options
utilized annually by the independent Human Resources Committee of the Board is
below our industry's averages. The Board believes these provisions are an
appropriate method of providing equity incentive compensation.
The Board also believes it is inappropriate to tie an option program to
some formula related to an external stock index, as any single index is not the
best measure of the Company's performance and may be affected by timing
differences. Such a formula, depending on circumstances, might compensate or
penalize employees based on factors over which they have no control. Using an
index as proposed and measuring performance as of a single vesting date
emphasizes short-term results over long-term performance.
The proposal also requests changes to the Company's current option plans
and therefore appears to apply to outstanding stock options. ConAgra Foods
cannot, and should not, try to unilaterally change the terms of existing stock
option contracts with key employees. To the extent the proposal purports to
apply to outstanding stock options, it is unlikely the Company would legally be
able to implement the proposal.
The Board and its Human Resources Committee, which is composed of four
non-employee independent directors, believe that the Company's current stock
plans align employees' interests with the long-term interest of the Company's
stockholders. The implementation of this proposal would create competitive
disadvantages for ConAgra Foods and therefore the Board recommends the proposal
be rejected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
ITEM 5: Stockholder Proposal - Stockholder Rights Plan
The Company has been informed that Chris Rossi, custodian for Vanessa
Rossi, P.O. Box 249, Boonville, CA, 95415, who reports ownership of at least
$2,000 in market value of ConAgra common stock, intends to introduce the
following resolution at the Annual Meeting:
"Shareholder Vote on Poison Pill
This topic won an average 60%-yes vote at 50 companies in 2002
This is to recommend that the Board of Directors redeem any poison pill
previously issued (if applicable) and not adopt or extend any poison pill unless
such adoption or extension has been submitted to a shareholder vote.
Harvard Report
A 2001 Harvard Business School study found that good corporate governance (which
took in to account whether a company has a poison pill) was positively and
significantly related to company value. This study, conducted with the
University of Pennsylvania's Wharton School, reviewed the relationship between
the corporate governance index for 1,500 companies and company performance from
1990 to 1999.
Some believe that a company with good governance will perform better over time,
leading to a higher stock price. Others see good governance as a means of
reducing risk, as they believe it decreases the likelihood of bad things
happening to a company.
Since the 1980s Fidelity, a mutual fund giant with $800 billion invested, has
withheld votes for directors at companies that have approved poison pills, Wall
Street Journal, June 12, 2002.
Council of Institutional Investors Recommendation
The Council of Institutional Investors www.cii.org, an organization of 120
pension funds which invests $1.5 trillion, called for shareholder approval of
poison pills. In recent years, various companies have been willing to redeem
existing poison pills or seek shareholder approval for their poison pill. This
includes Columbia/HCA, McDermott International and Bausch & Lomb. I believe that
our company should follow suit and allow shareholder participation."
Board Recommendation
The Board believes the action requested in this proposal is unnecessary and
ill-advised. The Board believes that the Company's stockholder rights plan is in
the best interests of the stockholders and the Board recommends that you vote
against this proposal.
ConAgra Foods is one of more than 2,000 public companies, including more
than half of the S&P 500 companies, that has a rights plan in place. Our
stockholder rights plan (the "Rights Plan") was adopted by the Board as a means
of preserving and maximizing value for the Company's stockholders, by
encouraging potential acquirers to negotiate directly with the Board and thus
strengthening the Board's bargaining position. Our Rights Plan provides the
Board adequate flexibility to negotiate the highest possible bid from a
potential acquirer. The Rights Plan enables the Board to evaluate any potential
offer and to develop potential alternatives to maximize stockholder value.
A substantial majority of the ConAgra Foods board is independent. The
Rights Plan allows the independent board to evaluate any potential acquisition
proposal and make decisions with respect to a potential redemption of the Rights
Plan. The Delaware Supreme Court, which has upheld the legal validity of
stockholder rights plans, has made it clear that a board must act in accordance
with its fiduciary duties in connection with rights plans. The Rights Plan
neither prevents unsolicited proposals from being made, nor prevents a company
from being acquired at a price that is fair and adequate. In fact, in a study of
takeover data from 1992 through 1996, Georgeson & Company, a nationally
recognized proxy solicitation and investor relations firm, found that presence
of a rights plan neither increased the likelihood of defeat of an unsolicited
takeover proposals nor reduced the likelihood of a company becoming a takeover
target. The same study found that the premiums paid to acquire companies with
rights plans averaged eight percentage points higher than premiums for companies
without such rights plans.
The proposal implies that good corporate governance and stockholder rights
plans are mutually exclusive. That is simply not true. Good corporate governance
consists of a board of directors observing its fiduciary duties owed to
stockholders and promoting stockholder value. ConAgra Foods is committed to good
corporate governance and the Company's detailed governance initiatives are
spelled out in the section "Corporate Governance" in this proxy statement. The
Board recommends that you vote against the proposal because it believes that the
Rights Plan is an important tool the Board should have for the preservation and
maximization of ConAgra Foods' long-term value. ConAgra Foods has an
independent, highly experienced Board of Directors. As such, the Board is well
qualified to act in the best interests of the Company's stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FISCAL 2004 STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented in the 2004 Annual
Meeting proxy statement must be received by the Company no later than April 20,
2004.
The Company's Bylaws set forth certain procedures which stockholders must
follow in order to nominate a director or present any other business at an
Annual Stockholders' Meeting. Generally, a stockholder must give timely notice
to the Secretary of the Company. To be timely, such notice for the 2004 annual
meeting must be received by the Company at One ConAgra Drive, Omaha, NE
68102-5001, not less than 90 nor more than 120 days prior to the first
anniversary of the 2003 annual meeting. However, if the date of the 2004 annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, such notice must be received by the Company not later
than the 90th day prior to such meeting day or the tenth day following public
announcement of such meeting date.
The Bylaws specify the information which must accompany any such
stockholder notice. Any stockholder may obtain details on the provisions of the
Bylaws from the Corporate Secretary of the Company.
CERTAIN LEGAL PROCEEDINGS
We are currently a party to a class action lawsuit and two stockholder
derivative lawsuits. Our Annual Report on Form 10-K for the year ended May 25,
2003 provides more information with respect to these legal proceedings.
The purported class action lawsuit, filed on August 10, 2001 in United
States District Court for Nebraska, Case No. 810CV427, against the Company and
certain of its executive officers, alleged violations of the federal securities
laws in connection with the events resulting in the Company's June 2001
restatement of its financial statements. On July 23, 2002 the federal district
court granted the defendants' motion to dismiss the lawsuit and entered
judgement in favor of the Company and the executive officers. On June 30, 2003,
the Eighth Circuit Court of Appeals reversed the dismissal and remanded the
action for further proceedings in the district court. The Company believes the
lawsuit is without merit and plans to vigorously defend the action.
Derivative actions were filed by three shareholder plaintiffs, purportedly
on behalf of the Company, on September 26, 2001 in the Court of Chancery for the
State of Delaware in New Castle County, Case No. 19130NC, and on October 9, 2001
in the United States District Court for the District of Nebraska, Case No.
401CV3255. The complaints allege that the defendants, directors of the Company
during the relevant times, breached fiduciary duties in connection with events
resulting in the Company's June 2001 restatement of its financial statements.
The action seeks, inter alia, recovery to the Company, which is named as a
nominal defendant in the action, of damages allegedly sustained by the Company
and a direction to the defendants to establish programs to prevent wrongful and
illegal practices. The directors named as defendants in the action intend to
vigorously defend the allegations and believe the action is without merit.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors to file reports of changes in ownership of ConAgra Foods
common stock with the Securities and Exchange Commission. Executive officers and
directors are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms so filed. Based solely on a review of the copies of such
forms furnished to the Company and written representation from the Company's
executive officers and directors, ConAgra Foods believes that all persons
subject to these reporting requirements filed the required reports on a timely
basis during fiscal 2003, except that an option to purchase common stock held by
Scott Messel, an executive officer, was not reported on a timely basis but was
subsequently reported.
OTHER MATTERS
Neither the Board of Directors nor management intends to bring any matter
for action at the Annual Meeting of Stockholders other than those matters
described above. If any other matter or any proposal should be presented and
should properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter and upon such proposal in
accordance with their best judgment.
This is Your ConAgra Foods
PROXY CARD
Please vote and sign on reverse side
This proxy is solicited by your Board of Directors for the
September 25, 2003 Annual Stockholders Meeting
The undersigned stockholder appoints each of B. Rohde and C. Reichardt
attorney and proxy, with full power of substitution, on behalf of the
undersigned and with all powers the undersigned would possess if personally
present, to vote all shares of Common Stock of ConAgra Foods, Inc., that the
undersigned would be entitled to vote at the above Annual Meeting and any
adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
SPECIFIC INSTRUCTIONS AS INDICATED ON THE REVERSE SIDE OF THIS PROXY. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST
ITEMS 3, 4 AND 5.
Voting by mail. If you wish to vote by mailing this proxy, please sign your
name exactly as it appears on this proxy and mark, date and return it in the
enclosed envelope. When signing as attorney, executor, administrator, trustee,
guardian or officer of a corporation, please give your full title as such.
(This proxy is continued on the reverse side)
There are three ways to vote your Proxy.
Your telephone or Internet vote authorizes the named proxies to vote
your shares in the same manner as if you marked, signed and returned
your proxy card. Telephone and Internet voting are available until
11:59 p.m. (ET) on September 24, 2003.
VOTE BY PHONE: 1-800-690-6903
1. Read the accompanying Proxy Statement and this proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12-digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM
1. Read the accompanying Proxy Statement and this proxy card.
2. Go to website www.proxyvote.com.
3. Enter your 12-digit Control Number, shown below.
4. Follow the simple instructions.
VOTE BY MAIL
1. Read the accompanying Proxy Statement and this proxy card.
2. Mark, sign and date your proxy card.
3. Return it in the enclosed postage-paid envelope.
If you vote by Phone or Internet, please do not mail your Proxy Card.
The Board of Directors recommends a vote FOR Items 1 and 2.
Please mark your votes as indicated in this example [X]
Item 1. Elect Directors - Nominees: David H. Batchelder, Robert A. Krane,
Mark H. Rauenhorst, Bruce Rohde
For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write nominee's
[ ] [ ] [ ] name on the line below.
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Item 2. Ratify the appointment of Independent Auditors
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends a vote AGAINST Items 3, 4 and 5.
Item 3. Stockholder Proposal - Genetically Engineered Food
For Against Abstain
[ ] [ ] [ ]
Item 4. Stockholder Proposal - Stock Option Plan Changes
For Against Abstain
[ ] [ ] [ ]
Item 5. Stockholder Proposal - Stockholder Rights Plan
For Against Abstain
[ ] [ ] [ ]
This proxy will be voted as directed, or if no direction is indicated, will be
voted as recommended by the Board of Directors. This proxy is solicited on
behalf of the Board of Directors.
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Signature
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Signature (Joint Owners)
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Date
NOTE: Please sign as name appears here. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, give full
title.