lw-20240808

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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x			Definitive Proxy Statement
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o			Soliciting Material Pursuant to §240.14a-12

Lamb Weston Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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			Lamb Weston Holdings, Inc. 599 S. Rivershore Lane Eagle, Idaho 83616

August 9, 2024

Dear Fellow Stockholder:

We are pleased to invite you to our Annual Meeting of Stockholders to be held on Thursday, September 26, 2024 at 8:00 a.m. Mountain Daylight Time at our offices at 533 S. Rivershore Lane, Eagle, Idaho.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement provide details about the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by telephone, by Internet or by signing, dating and returning your proxy card by mail. As always, we encourage you to vote your shares prior to the Annual Meeting.

Thank you for your support and interest in Lamb Weston.

Sincerely,



W.G. Jurgensen Chairman of the Board of Directors			Thomas P. Werner Director, President and Chief Executive Officer

LAMB WESTON HOLDINGS, INC.

599 S. Rivershore Lane

Eagle, Idaho 83616

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time

Thursday, September 26, 2024

8:00 a.m. Mountain Daylight Time

Place

Lamb Weston Holdings, Inc.

533 S. Rivershore Lane

Eagle, Idaho 83616

If you attend the Annual Meeting, you will be asked to present a valid form of government-issued photo identification and an admission ticket or bank/brokerage statement to confirm stock ownership as of the record date.

Whether or not you plan to attend, please be sure to vote your shares by proxy. As always, we encourage you to vote your shares prior to the Annual Meeting. It is important that your shares be represented.

Items of Business

•To elect as directors the director nominees named in the Proxy Statement

•To hold an advisory vote to approve the compensation of our named executive officers

•To ratify the selection of KPMG LLP as our independent auditors for fiscal 2025

•To approve an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law

•To transact any other business properly presented at the Annual Meeting

Who May Vote

Stockholders of record as of the close of business on July 29, 2024 are entitled to notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof.

August 9, 2024

Phuong T. Lam

Vice President and Corporate Secretary



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 26, 2024 Our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended May 26, 2024 are available at www.proxyvote.com. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K unless you specifically request a copy. You may request a paper copy by following the instructions on the Notice of Internet Availability of Proxy Materials. We began making our proxy materials first available on August 9, 2024.

TABLE OF CONTENTS


			Page
PROXY STATEMENT SUMMARY			1

ITEM 1. ELECTION OF DIRECTORS			3
Director Nomination and Qualification			3

ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			16

ITEM 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS			17
Review of Independent Auditors			17
Selection of Independent Auditors			17

ITEM 4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ALLOW FOR EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW			18

CORPORATE GOVERNANCE			20
Corporate Governance Principles			20
Key Corporate Governance Practices			20
Corporate Governance Materials			22
Board Leadership Structure			22
Director Independence			23
Oversight of Risk Management			23
Meeting Attendance			24
Code of Conduct and Code of Ethics for Senior Corporate Financial Officers			25
Delinquent Section 16(a) Reports			25
Stakeholder Engagement and Communications with the Board			26
Review of Transactions with Related Persons			26

BOARD COMMITTEES AND MEMBERSHIP			27
Committee Membership			27
Audit and Finance Committee			27
Compensation and Human Capital Committee			30
Nominating and Corporate Governance Committee			32

NON-EMPLOYEE DIRECTOR COMPENSATION			34
Summary of 2024 Compensation Elements			34
Director Stock Ownership Requirements			35
2024 Non-Employee Director Compensation Table			35

COMPENSATION DISCUSSION AND ANALYSIS			37
Overview			38
What We Pay and Why			42
How We Make Executive Compensation Decisions			52
Compensation Committee Report for the Year Ended May 26, 2024			53

EXECUTIVE COMPENSATION TABLES			54
Summary Compensation Table—Fiscal 2024			54
Grants of Plan-Based Awards—Fiscal 2024			56
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2024			57


			Page
Option Exercises and Stock Vested—Fiscal 2024			58
Pension Benefits—Fiscal 2024			58
Non-Qualified Deferred Compensation—Fiscal 2024			59
Potential Payments Upon Termination or Change of Control			60
CEO Pay Ratio			66
Pay Versus Performance Disclosure—Fiscal 2024			67

INFORMATION ON STOCK OWNERSHIP			70

OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING			72

PROCEDURAL MATTERS AND FREQUENTLY ASKED QUESTIONS			72

2025 ANNUAL MEETING OF STOCKHOLDERS			76
Stockholder Proposals for Possible Inclusion in the Company’s 2025 Proxy Statement			76
Other Proposals and Nominations for the 2025 Annual Meeting			76
Universal Proxy Rules for Director Nominations			76

APPENDIX A — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LAMB WESTON HOLDINGS, INC.			A-1

APPENDIX B — RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO REPORTED AMOUNTS			B-1

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

In this Proxy Statement, “we,” “us,” “our,” “Company” and “Lamb Weston” refer to Lamb Weston Holdings, Inc.

This summary highlights select information contained elsewhere in this Proxy Statement. This is not a complete description, and you should read the entire Proxy Statement carefully before voting.

ANNUAL MEETING


Time and Date			8:00 a.m. MDT on Thursday, September 26, 2024
Place			Lamb Weston Holdings, Inc., 533 S. Rivershore Lane, Eagle, Idaho 83616
Record Date			July 29, 2024 (the “Record Date”)
Voting			Stockholders as of the Record Date are entitled to one vote per share of our common stock on each matter to be voted upon at the Annual Meeting
Admission			You must register in advance in order to attend the Annual Meeting by following the registration instructions described in Question 18 under “Procedural Matters and Frequently Asked Questions” in this Proxy Statement

VOTING ITEMS AND BOARD RECOMMENDATION

Voting

Item

Board

Recommendation

Page

Reference

Item 1 –

Election of Directors

For all nominees

Item 2 –

Advisory Vote to Approve Executive Compensation

For

Item 3 –

Ratification of the Selection of KPMG LLP as Independent Auditors for Fiscal Year 2025

For

Item 4 –

Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law

For

We will also transact any other business that properly comes before the Annual Meeting.

BOARD OF DIRECTORS

The table below provides summary information about each director nominee as of July 29, 2024.

Name

Age

Director

Since

Occupation and

Experience

Independent

Audit &

Finance

Comp & HC

N&CG

Peter J. Bensen

2017

President, Bensen LLC

Yes

Charles A. Blixt

2016

Principal, C&D Ventures

Yes

Chair

Robert J. Coviello

2020

Chief Sustainability Officer and Government Affairs, Bunge Global SA

Yes

Rita Fisher

2023

Chief Information Officer and EVP, Supply Chain, Reynolds Consumer Products Inc.

Yes

André J. Hawaux

2017

Former EVP and Chief Operating Officer, DICK’S Sporting Goods, Inc.

Yes

Chair

W.G. Jurgensen (Chairman)

2016

Former Chief Executive Officer and Director, Nationwide Financial Services, Inc.

Yes

Hala G. Moddelmog

2017

President and Chief Executive Officer, Woodruff Arts Center

Yes

Robert A. Niblock

2020

Former Chairman of the Board, President and Chief Executive Officer, Lowe’s Companies, Inc.