DEFA14A 1 tm2024521-3_defa14a.htm DEFA14A

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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Lamb Weston Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on September 24, 2020. LAMB WESTON HOLDINGS, INC. We are actively monitoring the public health and travel safety concerns relating to the coronavirus (COVID-19) pandemic and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In the event it is not possible or advisable to hold our Annual Meeting as currently planned, we will announce any additional or alternative arrangements for the meeting, which may include a change in venue or holding the meeting solely by means of remote communication. Please monitor our website at www.lambweston.com for updated information. If you are planning to attend our Annual Meeting, please check this website the week of the meeting. You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. LAMB WESTON HOLDINGS, INC. 599 S. RIVERSHORE LANE EAGLE, ID 83616 materials and voting instructions. D19294-P42239 See the reverse side of this notice to obtain proxy Meeting Information Meeting Type:Annual Meeting For holders as of:July 27, 2020 Date: September 24, 2020Time: 8:00 AM, MDT Location:Lamb Weston Holdings, Inc. 533 S. Rivershore Lane Eagle, Idaho 83616

Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods D19295-P42239 Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Shareholder Meeting Registration: To vote and/or attend the meeting, go to the "Register for Meeting" link at www.proxyvote.com. XXXX XXXX XXXX XXXX Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENTANNUAL REPORTCEO LETTER How to View Online: Have the information that is printed in the box marked by the arrow(located on the following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow(located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before September 10, 2020 to facilitate timely delivery. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX

The Board of Directors recommends you vote FOR the following: 1.Election of Directors Nominees: The Board of Directors recommends you vote FOR the following proposals: 1a. Peter J. Bensen 2. Advisory V ote to Appr ove Executive Compensation. 1b. Charles A. Blixt 3. Ratification of the Appointment of KPMG LLP as Independent Auditors for Fiscal Year 2021. 1c. Robert J. Coviello 1d. André J. Hawaux NOTE: We will transact such other business as may properly come before the meeting or any adjournment thereof. 1e. W.G. Jurgensen 1f. Thomas P. Maurer 1g. Robert A. Niblock 1h. Hala G. Moddelmog 1i.Maria Renna Sharpe 1j.Thomas P. Werner D19296-P42239 Voting Items

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