SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
|☑||Filed by the Registrant||☐||Filed by a Party other than the Registrant|
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|☐||Preliminary Proxy Statement|
|☐||Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☑||Definitive Additional Materials|
|☐||Soliciting Material Under Rule 14a-12|
Campbell Soup Company
(Name of Registrant as Specified In Its
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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FOR IMMEDIATE RELEASE
|INVESTOR CONTACT:||MEDIA CONTACT:|
|Ken Gosnell||Thomas Hushen|
|(856) 342-6081||(856) 342-5227|
CAMPBELL COMMENTS ON ISS REPORT
CAMDEN, N.J., Nov. 14, 2018 – Campbell Soup Company (NYSE: CPB) today issued the following statement in response to a report by Institutional Shareholder Services Inc. (ISS) regarding the election of directors to Campbell’s Board at the Company’s upcoming annual meeting of shareholders on Nov. 29, 2018:
“We strongly disagree with ISS’s conclusion and continue to recommend that Campbell shareholders vote on the GOLD proxy card FOR the election of Campbell’s 12 highly qualified director nominees.
“Campbell benefits from a diverse and highly qualified Board of Directors that is actively engaged and focused on maximizing value for all shareholders. The Campbell Board consists of 12 members, 11 of whom are independent and four of whom have been added since 2016. The Board combines the necessary skills – including a strong mix of industry experience, operating expertise, long-term shareholder perspectives, financial acumen, and global public company experience – needed to provide the proper oversight and strategic guidance on a variety of diverse consumer and business needs amid rapid changes in the food industry.
“As we disclosed last week, we have had recent and proactive discussions with Third Point regarding our ongoing director refreshment process. As part of those discussions, we proposed expanding our current Board to add two individuals from the Third Point slate who possess relevant industry experience after our annual meeting – including Kurt Schmidt and Sarah Hofstetter. Third Point rejected this proposal. Instead, they have decided to continue this wasteful and distracting proxy fight.
“As part of those discussions, we made it very clear that we would only consider adding individuals who are truly open to all strategic alternatives and who would not impair that openness or limit the ability to maintain Board confidentiality. For those reasons, the Board continues to believe that adding an employee of Third Point to the Board is not in shareholders’ best interests.
“The current Campbell Board is highly confident that its new strategic plan as announced on August 30th is the best path forward at this time to maximize shareholder value. The Campbell Board remains committed to evaluating all strategic options if any of those options can demonstrably enhance value for all shareholders.
“Campbell urges its shareholders to protect the value of their investments and vote the GOLD card. Campbell’s Board and management team are aligned and working with urgency to execute our plan to improve performance and revitalize the Company to be focused on our franchise businesses to drive sustainable, profitable growth.”
|Your Vote Is Important, No Matter How Many or How Few Shares You Own!|
|If you have questions or need assistance, please contact:|
|INNISFREE M&A Incorporated|
|Shareholders Call Toll-Free: (877) 687-1866|
|International shareholders may call: +1-412-232-3651|
|Banks & Brokers Call Collect: (212) 750-5833|
|We urge you NOT to sign any white proxy card sent to you by Third Point.|
|If you have already done so, you have every legal right to change your vote by using|
|the enclosed GOLD proxy card to vote TODAY—by telephone,|
|by Internet, or by signing, dating and returning the GOLD proxy card in the postage-|
|paid envelope provided.|
About Campbell Soup Company
Campbell (NYSE:CPB) is driven and inspired by our Purpose, "Real food that matters for life's moments." For generations, people have trusted Campbell to provide authentic, flavorful and affordable snacks, soups and simple meals, and beverages. Founded in 1869, Campbell has a heritage of giving back and acting as a good steward of the planet's natural resources. The Company is a member of the Standard and Poor's 500 and the Dow Jones Sustainability Indexes. For more information, visit www.campbellsoupCompany.com or follow Company news on Twitter via @CampbellSoupCo. To learn more about how we make our food and the choices behind the ingredients we use, visit www.whatsinmyfood.com.
This release contains “forward-looking statements” that reflect the Company’s current expectations about the impact of its future plans and performance on the Company’s business or financial results. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and which are subject to risks and uncertainties. The factors that could cause the Company’s actual results to vary materially from those anticipated or expressed in any forward-looking statement include: (1) the Company’s ability to execute on and realize the expected benefits from the actions it intends to take as a result of its recent strategy and portfolio review, (2) the ability to differentiate its products and protect its category leading positions, especially in soup; (3) the ability to complete and to realize the projected benefits of planned divestitures and other business portfolio changes; (4) the ability to realize the projected benefits, including cost synergies, from the recent acquisitions of Snyders-Lance and Pacific Foods; (5) the ability to realize projected cost savings and benefits from its efficiency and/or restructuring initiatives; (6) the Companys indebtedness and ability to pay such indebtedness; (7) disruptions to the Companys supply chain, including fluctuations in the supply of and inflation in energy and raw and packaging materials cost; (8) the Companys ability to manage changes to its organizational structure and/or business processes, including selling, distribution, manufacturing and information management systems or processes; (9) the impact of strong competitive responses to the Companys efforts to leverage its brand power with product innovation, promotional programs and new advertising; (10) the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products and pricing and promotional strategies; (11) changes in consumer demand for the Companys products and favorable perception of the Companys brands; (12) changing inventory management practices by certain of the Companys key customers; (13) a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of the Companys key customers maintain significance to the Companys business; (14) product quality and safety issues, including recalls and product liabilities; (15) the costs, disruption and diversion of managements attention associated with campaigns commenced by activist investors; (16) the uncertainties of litigation and regulatory actions against the Company; (17) the possible disruption to the independent contractor distribution models used by certain of the Companys businesses, including as a result of litigation or regulatory actions affecting their independent contractor classification; (18) the impact of non-U.S. operations, including trade restrictions, public corruption and compliance with foreign laws and regulations; (19) impairment to goodwill or other intangible assets; (20) the Companys ability to protect its intellectual property rights; (21) increased liabilities and costs related to the Companys defined benefit pension plans; (22) a material failure in or breach of the Companys information technology systems; (23) the Companys ability to attract and retain key talent; (24) changes in currency exchange rates, tax rates, interest rates, debt and equity markets, inflation rates, economic conditions, law, regulation and other external factors; (25) unforeseen business disruptions in one or more of the Companys markets due to political instability, civil disobedience, terrorism, armed hostilities, extreme weather conditions, natural disasters or other calamities; and (26) other factors described in the Company’s most recent Form 10-K and subsequent Securities and Exchange Commission filings. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.
Important Additional Information and Where to Find It
Campbell has filed a definitive proxy statement on Schedule 14A and form of associated GOLD Proxy Card with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for its 2018 Annual Meeting of Shareholders (the “Definitive Proxy Statement”). Campbell, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2018 Annual Meeting. Information regarding the names of Campbell’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Definitive Proxy Statement. Details concerning the nominees of Campbell’s Board of Directors for election at the 2018 Annual Meeting are included in the Definitive Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING GOLD PROXY CARD, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the Definitive Proxy Statement and other relevant documents that Campbell files with the SEC from the SEC’s website at www.sec.gov or Campbell’s website at www.investor.campbellsoupCompany.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.