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Campbell Issues Letter to Shareholders on Its Commitment to Board Refreshment

CAMDEN, N.J.–(BUSINESS WIRE)–Nov. 9, 2018–
Campbell Soup Company (NYSE: CPB) today issued a letter from its
interim President and CEO, Keith McLoughlin, to its shareholders in
connection with its 2018 Annual Meeting of Shareholders, scheduled for
Nov. 29, 2018.

In the letter, McLoughlin reiterates Campbell’s openness and willingness
to consider Board refreshment.

Campbell strongly recommends that shareholders vote to support the
current Campbell Board of Directors with a vote on the GOLD
proxy card.

The full text of Campbell’s letter to its shareholders follows.

VOTE THE GOLD PROXY CARD TODAY

Dear Campbell Shareholders:

During recent conversations with our shareholders, it has become
increasingly clear that there is some confusion about Campbell’s actions
and openness to continuing to refresh our Board of Directors. Rather
than have others characterize what we have done, or are prepared to do,
we want to take the opportunity to tell you directly.

Over the last several years, the Campbell Board has changed
significantly. To put it in perspective, in 2011 there were 16 directors
on the Campbell Board. Since that time, nine of those directors have
left the Board, and we have added five new and highly-qualified
directors, while also reducing the size of the Board to 12.

Two years ago, we retained the well-respected executive search firm
Russell Reynolds Associates to undertake an “evergreen” director search
process so that at any given time we would have a list of qualified
potential candidates to serve on the Campbell Board. We currently have a
list of about a dozen candidates who we are considering for any upcoming
vacancies, including vacancies due to three planned retirements
occurring over the next three years. Our focus when selecting new
directors will continue to be choosing individuals with proven track
records of operating and turning around businesses, particularly in our
industry.

You should know that we have had proactive conversations with Third
Point over the last few weeks—including yesterday and today regarding
our ongoing director refreshment process—and we have asked Third Point
for their input. We proposed adding two individuals to our Board after
our annual meeting, including Kurt Schmidt and Sarah Hofstetter from the
Third Point slate. From the beginning, we have told Third Point that our
director selection criteria are simple: We can only consider adding
individuals who are truly open to all strategic alternatives and who are
free from employment conflicts that would impair that openness or limit
the ability to maintain Board confidentiality, which would exclude Third
Point employees.

Third Point rejected this proposal. Instead, they have decided to
continue this wasteful and distracting proxy fight.

Nonetheless, we believe it is important for all of our shareholders to
know that we are offering to add two new independent directors, Mr.
Schmidt and Ms. Hofstetter, from the Third Point slate, as we continue
to refresh our Board. We have solicited and will continue to welcome
shareholder input into our director selection process—either from Third
Point or from any other shareholder.

The Campbell Board will continue to be open to any change that will
drive long-term shareholder value, and we welcome input from all of our
shareholders with respect to that process.

Thank you for your continued support.

Kindest regards,

Keith McLoughlin

             

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
 

IMPORTANT

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.

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.
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.

Source: Campbell Soup Company

Campbell Soup Company
INVESTOR CONTACT:
Ken
Gosnell, 856-342-6081
[email protected]
or
MEDIA
CONTACT:
Thomas Hushen, 856-342-5227
[email protected]