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Campbell Comments on ISS Report

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CAMDEN, N.J.–(BUSINESS WIRE)–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

“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


INNISFREE M&A Incorporated


Shareholders Call Toll-Free: (877) 687-1866
shareholders may call: +1-412-232-3651
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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
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.

Source: Campbell Soup Company

Ken Gosnell
[email protected]

Thomas Hushen
[email protected]

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