Nominating and Corporate Governance Committee Charter

Purpose

The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Conagra Brands, Inc. (the “Company”) to assist the Board by:

identifying qualified candidates for membership on the Board,
proposing a slate of directors for election by the stockholders at each annual meeting,
proposing to the Board candidates to fill vacancies,
considering and making recommendations to the Board concerning the appropriate size, functions, and policies of the Board,
recommending to the Board the structure, size, membership, and functions of the various committees of the Board,
recommending to the Board corporate governance principles and practices for the Company,
assessing the independence of Board members,
overseeing the Company’s Citizenship Strategy (as defined below), and
overseeing risks associated with Board organization, membership, and structure.

The Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board. The Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership

The Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange, as such requirements are interpreted by the Board in its business judgment. In particular, in determining whether a director is eligible to serve on the Committee, the Board must also consider all factors specifically relevant to determining whether the director has a relationship to the Company that is material to the director’s ability to be independent from management in connection with the duties of a Committee member or that would impair the director’s ability to make independent judgments. The members of the Committee will be appointed and replaced by the Board.

Committee Operations

The Committee will meet as frequently as necessary to fulfill its responsibilities under this Charter. A majority of the members of the Committee shall constitute a quorum for transacting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance shall be the act of the Committee, unless a greater number is required by law, the Company’s Certificate of Incorporation, or its By-Laws. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member’s participation is not appropriate, and such member’s absence will not destroy the quorum for the meeting. The Committee may act by unanimous written consent.

The Committee may delegate its responsibilities to subcommittees comprised of one or more Committee members or to selected members of management, subject to the requirements of applicable laws, regulations, and listing standards.

Committee Authority and Responsibilities

Nominating Function

The Committee will consider the appropriate skills and characteristics required of Board members, including background, board skill needs, diversity of perspectives, and business experience. In identifying candidates qualified to become members of the Board, the Committee shall request that any search firm it engages to support the work include a diverse slate of candidates in the initial pool presented to the Committee.
The Committee will review whether potential Board members, including those nominated by stockholders, meet the Board’s membership criteria and will recommend qualified candidates to the Board.
The Committee will have the sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms.
The Committee will approve a process related to individual director evaluations. The Board Chair or Lead Director (if any) will, in connection with the Board performance evaluation (described below), coordinate the process and share the results with the Committee Chair, or, at the Board Chair’s or Lead Director’s (if any) request, the Committee Chair will coordinate the process. The results of the evaluation will be taken into consideration in connection with re-nomination decisions each year.
The Committee will review and make recommendations to the Board on the independence of Board members and candidates.
The Committee will review any Service Determination (as defined in the Company’s Corporate Governance Principles) that is referred to the Committee by the Board Chair or Chair of the Committee to consider the continued appropriateness of Board membership for the relevant director under the circumstances, and to determine whether to request a resignation from such director.

Governance Function

The Committee will review and recommend to the Board corporate governance principles and guidelines for the Company. Among other things, the Committee’s review will address the size, functions, and policies of the Board, as well as the structure, size, membership, and functions of the various committees of the Board. The Committee will review and reassess the adequacy of the corporate governance principles and guidelines on an annual basis and recommend any proposed changes to the Board for approval.
The Committee will periodically review succession plans for directors, members and chairs of each Board committee, the Board Chair, and Lead Director (if any).
The Committee will review and recommend to the Board proposed changes to the Company’s Certificate of Incorporation and By-laws.
The Committee will review and recommend to the Board positions on governance matters to be submitted to a vote of stockholders.
The Committee will approve a process for an annual self-evaluation by the directors of the performance of the Board and each individual director. The Board Chair or Lead Director (if any) or, at the Board Chair’s or Lead Director’s (if any) request, the Committee Chair,will coordinate the process. The results of the self-evaluation will be discussed with the full Board on an annual basis.

The Committee will oversee and review with management the Company’s Citizenship Strategy including its four focus areas: good food, responsible sourcing, better planet, and stronger communities (“Citizenship Strategy”). This responsibility includes oversight of significant risks that may, in the opinion of the Committee, affect the Company’s reputation, business, and stockholder value, such as supply chain risk, environmental and climate sustainability, and community engagement. The Committee will review the annual citizenship reports published by the Company.
The Committee will periodically meet with management to review internal and external factors and relationships affecting the Company’s and its industry’s reputation.

General

The Committee will make regular reports to the Board.
The Committee shall, as it determines necessary to carry out its duties, have the authority to engage and obtain advice and assistance from outside legal, accounting, or other advisors. The Committee may request any officer or employee of the Company, including any representative of the Company’s internal legal counsel, to attend a meeting or to meet with any members or representatives of the Committee.
The Committee will annually review and evaluate its own performance.