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Campbell Comments on Glass Lewis Report

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CAMDEN, N.J.–(BUSINESS WIRE)–Nov. 15, 2018–
Campbell Soup Company (NYSE: CPB) today issued the following
statement in response to a report by Glass Lewis & Co., LLC (“Glass
Lewis”) regarding the election of directors to Campbell’s Board at the
Company’s upcoming annual meeting of shareholders on Nov. 29, 2018:

“Campbell largely agrees with the thoughtful views outlined by Glass
Lewis in its report and appreciates its recognition of the current
Board’s recent actions to improve performance – including significant
management change and conducting a comprehensive Board-led strategy and
portfolio review.

“As we have stated before, we are prepared to further refresh our Board
and add Mr. Schmidt and Ms. Hofstetter. This proposal was rejected by
Third Point. Further, as part of the proxy process, we carefully
reviewed the backgrounds and qualifications of all of Third Point’s
nominees. With regard to Mr. Toler, we are very familiar with him due to
his period of employment with the Company and concluded that he would
not be an appropriate director.

“Finally, Campbell was pleased that Glass Lewis agreed with our view
that adding a Third Point employee would not be in shareholders’ best
interest. In making its recommendation against Mr. Islam, Glass Lewis

“Given that Third Point is a relatively new holder of Campbell stock,
was in fact short the stock last year and failed to exhibit an effort to
establish any meaningful engagement with the board prior to pushing for
a sale of the Company and launching a proxy contest that initially
targeted replacement of the entire board, considering the backwards
progression of the Dissident’s campaign to becoming more constructive in
the latter stages by now supporting an agenda largely aligned with the
board’s plan, we do not believe the appointment of a Third Point
representative to the Campbell board would be warranted or particularly
additive at this time.”

“The current Campbell Board is highly confident that its new strategic
plan 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!
you have questions or need assistance, please contact:

INNISFREE M&A Incorporated

Shareholders Call Toll-Free: (877) 687-1866
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 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

Forward-Looking Statements

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
Snyder’s-Lance and Pacific Foods; (5) the ability to realize projected
cost savings and benefits from its efficiency and/or restructuring
initiatives; (6) the Company’s indebtedness and ability to pay such
indebtedness; (7) disruptions to the Company’s supply chain, including
fluctuations in the supply of and inflation in energy and raw and
packaging materials cost; (8) the Company’s 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
Company’s 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 Company’s products and favorable
perception of the Company’s brands; (12) changing inventory management
practices by certain of the Company’s key customers; (13) a changing
customer landscape, with value and e-commerce retailers expanding their
market presence, while certain of the Company’s key customers maintain
significance to the Company’s business; (14) product quality and safety
issues, including recalls and product liabilities; (15) the costs,
disruption and diversion of management’s 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 Company’s 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 Company’s ability to protect its intellectual property rights;
(21) increased liabilities and costs related to the Company’s defined
benefit pension plans; (22) a material failure in or breach of the
Company’s information technology systems; (23) the Company’s 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 Company’s 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.
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 or
Campbell’s website at as
soon as reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC.

1 Campbell has neither sought nor obtained consent from any
third party to use previously published information as proxy soliciting

Source: Campbell Soup Company

Ken Gosnell
[email protected]

Thomas Hushen
(856) 342-5227
[email protected]

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