Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
June 22, 2006
(Date of Earliest Event Reported):
June 22, 2006
| New Jersey | Commission File Number | 21-0419870 | ||
| State of Incorporation | 1-3822 | I.R.S. Employer | ||
| Identification No. |
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| SIGNATURES | ||||||||
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
On June 22, 2006, the Board of Directors (the “Board”) of Campbell Soup Company (the “Company”)
adopted a resolution approving the director compensation program described below, and the
Governance Committee of the Board determined the target for the compensation that will be paid to
the Company’s directors in calendar year 2007.
Director Compensation for calendar year 2007. The Company’s director compensation program is
designed to deliver annual compensation at the median of a group of 23 companies in the food and
consumer products industries. The Governance Committee of the Board determines the median
compensation target for the program. Director compensation is paid on a calendar year basis. The
Board approved a new director compensation program effective January 1, 2007. Under the program,
annual compensation will be delivered 50% in unrestricted Company stock (based on the closing stock
price on the last trading day of each calendar year); and approximately 50% in cash (depending on
the amount of committee retainers paid to each director). Directors may elect to receive
additional Company stock in lieu of the cash payments. Directors may elect to defer all or a
portion the cash payments and /or the annual stock grant.
In accordance with the Board resolution, the Governance Committee of the Board determined that
median annual director compensation for calendar year 2007 should be approximately $164,000. The
components of compensation will be as follows:
Annual Board retainer delivered in Company shares |
$ | 82,000 | ||
Annual Board retainer delivered in cash |
$ | 65,600 | ||
Annual cash retainer for Audit committee chair |
$ | 20,000 | ||
Annual cash retainer for committee chairs (other than Audit) |
$ | 10,000 | ||
Annual cash retainer for Audit committee members |
$ | 10,000 | ||
Annual cash retainer for committee members (other than Audit) |
$ | 6,000 |
In addition to the compensation described above, the non-executive Chairman of the Board receives
an annual retainer of $450,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAMPBELL SOUP COMPANY | ||||
| (Registrant) | ||||
Date: June 27, 2006 |
||||
| By: | /s/ John J. Furey | |||
| John J. Furey | ||||
| Vice President and Corporate Secretary | ||||
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