Campbell's Co Files 8-K on Governance and Shareholder Matters

TL;DR

Campbell's Co filed an 8-K updating bylaws and shareholder vote items, plus financial exhibits.

AI Summary

On November 19, 2024, The Campbell's Company filed an 8-K report detailing changes to its corporate structure and governance. The filing indicates updates to its Articles of Incorporation or Bylaws, and submission of matters to a vote of security holders. It also includes financial statements and exhibits, though specific financial figures are not detailed in this summary section.

Why It Matters

This filing signals potential changes in Campbell's corporate governance and how decisions are made, which could impact shareholder rights and company strategy.

Risk Assessment

Risk Level: low — The filing is procedural and relates to corporate governance updates rather than immediate financial distress or significant operational changes.

Key Players & Entities

• CAMPBELL'S Co (company) — Filer
• Campbell Soup Company (company) — Former name
• New Jersey (location) — State of incorporation
• Camden (location) — City of principal executive offices

FAQ

Filing Documents

• cpb-20241119.htm (8-K) — 53KB
• cpb-exh31xcertificateofame.htm (EX-3.1) — 9KB
• cpb-exh32xbyxlaws.htm (EX-3.2) — 63KB
• cpb-20241119_g1.jpg (GRAPHIC) — 2555KB
• 0000016732-24-000194.txt ( ) — 5640KB
• cpb-20241119.xsd (EX-101.SCH) — 2KB
• cpb-20241119_lab.xml (EX-101.LAB) — 22KB
• cpb-20241119_pre.xml (EX-101.PRE) — 13KB
• cpb-20241119_htm.xml (XML) — 3KB

03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year Amendment to the Restated Certificate of Incorporation At its Annual Meeting of Shareholders on November 19, 2024, shareholders of Campbell Soup Company ("Campbell" or the "Company") approved an amendment (the "Charter Amendment") to the Company's Restated Certificate of Incorporation to change the Company's name to The Campbell's Company. The Charter Amendment became effective upon the filing of a Certificate of Amendment to the Restated Certificate of Incorporation with the State of New Jersey Department of Treasury on November 19, 2024. The foregoing summary of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Amendment to the By-Laws On November 19, 2024, the Board of Directors (the "Board") adopted and approved an amendment to the By-Laws of the Company (the "By-Laws"), effective November 19, 2024, solely to reflect the change in the Company's name to The Campbell's Company. The foregoing summary of the amendment to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, as amended, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

07 – Submission of Matters to a Vote of Security Holders

Item 5.07 – Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Shareholders on November 19, 2024. The final results of voting with respect to all matters of business are set forth below. Management Proposals: 1. Election of Directors The nominees for election to the Board were elected, each until the next Annual Meeting of Shareholders or their earlier resignation or retirement. For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows: Director For Against Abstain Broker Non-Votes Fabiola R. Arredondo 257,946,000 2,047,769 228,399 13,681,591 Howard M. Averill 256,920,617 3,063,629 237,922 13,681,591 Mark A. Clouse 259,427,098 569,572 225,498 13,681,591 Bennett Dorrance, Jr. 257,505,073 2,529,190 187,905 13,681,591 Maria Teresa (Tessa) Hilado 258,006,545 2,000,594 215,029 13,681,591 Grant H. Hill 256,825,549 3,158,536 238,083 13,681,591 Sarah Hofstetter 256,958,736 3,046,587 216,845 13,681,591 Marc B. Lautenbach 255,755,187 4,243,964 223,017 13,681,591 Mary Alice D. Malone 252,693,601 7,312,647 215,920 13,681,591 Keith R. McLoughlin 256,831,456 3,168,079 222,633 13,681,591 Kurt T. Schmidt 256,829,735 3,170,445 221,988 13,681,591 Archbold D. van Beuren 252,234,753 7,774,346 213,069 13,681,591 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025 The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2025 was approved. The votes cast for and against this proposal as well as the abstentions were as follows: For Against Abstain 265,384,263 8,354,418 165,075 3. Advisory Vote on Fiscal 2024 Executive Compensation The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2024 Annual Meeting of Shareholders was approved. The votes cast for and aga

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Restated Certificate of Incorporation. 3.2 By-Laws of The Campbell's Company, amended and restated effective November 19, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE CAMPBELL'S COMPANY Date: November 20, 2024 By: /s/ Charles A. Brawley, III Charles A. Brawley, III Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR