What changed in this filing

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Item 9A. Controls and Procedures

2024-07-24 compared with 2023-07-25 · 58 added, 59 removed, 144 unchanged (45% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of May 28, 2023.

On February 28, 2023, we acquired the remaining interest in our Lamb-Weston/Meijer v.o.f.

(“LW EMEA”) joint venture.

We are in the process of integrating LW EMEA and have not yet included LW EMEA in our assessment of the effectiveness of our internal control over financial reporting.

We are analyzing, evaluating, and where necessary, will implement changes in controls and procedures relating to the LW EMEA business as integration proceeds.

As a result, this process may result in additions or changes to internal control over financial reporting.

For fiscal 2023, LW EMEA accounted for 7% of consolidated net sales and as of May 28, 2023 represented 30% of consolidated total assets.

Based on this evaluation, which excludes the LW EMEA operations as indicated above, Lamb Weston’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of May 26, 2024.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

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Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Management's assessment of internal control over financial reporting as of May 28, 2023 excludes internal control over financial reporting related to LW EMEA (acquired February 28, 2023), which accounted for 7% of consolidated net sales and 30% of consolidated total assets as of and for the year ended May 28, 2023.

Based on this assessment, management concluded that, as of May 26, 2024, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP.

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Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the control system are met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Due to these limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of controls to future periods are subject to risks, including that controls become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated any change in our internal control over financial reporting that occurred during the quarter ended May 26, 2024.

Except as it relates to the acquisition of the remaining interest of LW EMEA, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the third quarter of fiscal 2024, we transitioned certain central systems and functions, including order to cash, produce to deliver, source to pay, and inventory management, among others, in North America to a new enterprise resource planning (“ERP”) system, as part of our multi-year effort to upgrade our information systems and ERP infrastructure across the Company.

This implementation included changes to certain financial processes impacting key controls related to our internal controls over financial reporting.

We have updated our internal controls as appropriate in light of the system implementation and continue to monitor the impact of the implementation on our processes, procedures, and internal control over financial reporting.

Except as it may relate to the continued implementation of our new ERP system, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended May 26, 2024, no such plans or arrangements were adopted or terminated , including by modification.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Information required by this Item 10 is included under the headings “Information About Our Executive Officers” and “Ethics and Governance” in Part 1, Item 1 of this Form 10-K, and will be included under the headings “Item 1.

Election of Directors,” “Corporate Governance – Code of Conduct and Code of Ethics for Senior Corporate Financial Officers,” and “Board Committees and Membership – Audit and Finance Committee” in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on September 28, 2023 (“2023 Proxy Statement”).

Election of Directors,” “Corporate Governance – Code of Conduct and Code of Ethics for Senior Corporate Financial Officers,” “Corporate Governance – Delinquent Section 16(a) Reports,” and “Board Committees and Membership – Audit and Finance Committee” in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on September 26, 2024 (the “2024 Proxy Statement”).

This information from the 2024 Proxy Statement is incorporated by reference into this Form 10-K.

We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

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The following table provides information about shares of our common stock that may be issued upon the exercise of options, warrants, and rights under existing equity compensation plans as of our most recent fiscal year ended May 26, 2024.

Number of Securities

Number of Securities to

Weighted-Average

Remaining Available for

Plan Category Number of Securities to

be Issued Upon Exercise

Exercise Price of

Future Issuance Under

of Outstanding Options,

Equity Compensation Plans

Warrants, and Rights

(a) Weighted-Average

Exercise Price of

Options, Warrants, and

Rights (b) Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plans

(Excluding Securities

Plan Category

Reflected in Column A) (c)

Equity compensation plans approved by securityholders 2,065,657 $ 69.90 5,930,261

Equity compensation plans not approved by securityholders

Equity compensation plans not approved by securityholders N/A N/A N/A

Total 2,065,657 $ 69.90 5,930,261

_____________________________________________________

(a) Includes outstanding stock options, RSUs, and performance shares (assuming the target performance payout level) granted under the Amended and Restated Lamb Weston Holdings, Inc.

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Financial Statements

All financial statements of the Company as set forth under Item 8 of this Annual Report on Form 10-K.

All financial statements of the Company as set forth under Item 8 of this Form 10-K.

Financial Statement Schedules

1 unchanged sentence

Schedule II – Lamb Weston – Valuation and Qualifying Accounts

(in millions)

(in millions) Balance

Year Additions

and Equity Deductions

Reserves Balance

Year ended May 26, 2024

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b) The following exhibits are filed as part of, or incorporated by reference into, this Form 10-K:

Separation and Distribution Agreement, dated as of November 8, 2016, by and between ConAgra Foods, Inc.

and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 2.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on November 10, 2016 (File No.

2.1 Sale and Purchase Agreement, by and among Lamb Weston Holdings, Inc., Lamb Weston Holland B.V., Meijer Beheer B.V.

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and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.4 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on November 10, 2016 (File No.

Amendment No.

6, dated as of August 11, 2021, to Credit Agreement, dated as of November 9, 2016, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders named therein, and Bank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on August 13, 2021 (File No.

Fourth Amendment, dated as of January 31, 2023, to Credit Agreement, dated as of June 28, 2019, by and among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders and voting participants party thereto and AgWest Farm Credit, PCA (successor by merger to Northwest Farm Credit Services, PCA), as administrative agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on January 31, 2023 (File No.

10.2 Amended and Restated Credit Agreement, dated as of May 3, 2024, among Lamb Weston Holdings, Inc., Lamb-Weston/Meijer v.o.f., the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 8, 2024 (File No.

10.3 Amended and Restated Credit Agreement, dated as of May 3, 2024, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders party thereto and AgWest Farm Credit, PCA, as administrative agent, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 8, 2024 (File No.

10.4 Facility Agreement, dated as of February 28, 2022, among Ulanqab Lamb Weston Food Co., Ltd., the financial institutions party thereto and HSBC Bank (China) Company Limited, Shanghai Branch, as the facility agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s, Current Report on Form 8-K filed on February 22, 2022 (File No.

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and Bernadette Madarieta, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 25, 2021 (File No.

Amendment No.

7, dated as of June 15, 2023, to Credit Agreement, dated as of November 9, 2016, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders named therein, and Bank of America, N.A., as administrative agent

19.1 Lamb Weston Holdings, Inc.

Insider Trading Policy

21.1 Subsidiaries of Lamb Weston Holdings, Inc.

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32.2 Section 906 Certificate of Chief Financial Officer

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97.1 Lamb Weston Holdings, Inc.

Compensation Recoupment Policy, dated October 2, 2023

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_____________________________________________________

* Management contract or compensatory plan.

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LAMB WESTON HOLDINGS, INC.

/s/ BERNADETTE M.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ THOMAS P.

President and Chief Executive Officer and Director

WERNER President and Chief Executive Officer and Director

(Principal Executive Officer)

1 unchanged sentence

/s/ BERNADETTE M.

Chief Financial Officer

(Principal Financial Officer)

July 25, 2023

MADARIETA Chief Financial Officer

(Principal Financial Officer) July 24, 2024

Bernadette M.

/s/ GREGORY W.

Vice President and Controller (Principal Accounting Officer)

July 25, 2023

JONES Vice President and Controller (Principal Accounting Officer) July 24, 2024

BENSEN Director July 24, 2024

/s/ CHARLES A.

July 25, 2023

BLIXT Director July 24, 2024

/s/ ROBERT J.

July 25, 2023

/s/ RITA FISHER

July 25, 2023

COVIELLO Director July 24, 2024

/s/ RITA FISHER Director July 24, 2024

HAWAUX Director July 24, 2024

/s/ WILLIAM G.

July 25, 2023

/s/ THOMAS P.

July 25, 2023

JURGENSEN Director July 24, 2024

MODDELMOG Director July 24, 2024

/s/ ROBERT A.

July 25, 2023

/s/ MARIA RENNA SHARPE

July 25, 2023

NIBLOCK Director July 24, 2024

/s/ MARIA RENNA SHARPE Director July 24, 2024

Maria Renna Sharpe

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures