Campbell Soup Co. Files 2024 Proxy Statement

Ticker: CPB · Form: DEF 14A · Filed: Oct 9, 2024 · CIK: 16732

Campbell Soup CO DEF 14A Filing Summary
FieldDetail
CompanyCampbell Soup CO (CPB)
Form TypeDEF 14A
Filed DateOct 9, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$9.636 b, $9.216 b, $1.000 b, $1.454 b, $1
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, executive-compensation

TL;DR

Campbell Soup's 2024 proxy statement is out, detailing exec pay & board stuff. Vote wisely!

AI Summary

Campbell Soup Company filed its DEF 14A on October 9, 2024, for the fiscal year ending July 30, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Key financial data from previous fiscal years, including 2023, 2022, 2021, and 2020, are referenced for comparative purposes.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company leadership and policies.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing corporate governance and executive compensation, not indicating new financial risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important company matters, such as the election of directors and executive compensation.

When is Campbell Soup Co.'s fiscal year end?

Campbell Soup Co.'s fiscal year ends on July 30th, as indicated by the filing referencing the period ending 2024-07-30.

What is the Central Index Key (CIK) for Campbell Soup Co.?

The Central Index Key (CIK) for Campbell Soup Co. is 0000016732.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on October 9, 2024.

What industry does Campbell Soup Co. belong to?

Campbell Soup Co. belongs to the FOOD & KINDRED PRODUCTS industry, with SIC code 2000.

Filing Stats: 4,410 words · 18 min read · ~15 pages · Grade level 14.6 · Accepted 2024-10-09 08:30:40

Key Financial Figures

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement may contain forward-looking statements within the meaning of the federal securities laws. Examples of forward-looking statements include statements regarding our strategy, plans, and objectives and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as "may," "will," "anticipate," "expect," "believe," "estimate," "intend," "plan," "should," "seek," or comparable terms. Readers of this document should understand that these statements are not guarantees of performance. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include those described in our reports filed from time to time with the SEC. We caution readers not to place undue reliance on any forward-looking statements included in this document, which speak only as of the date of this document. We undertake no responsibility to update these statements, except as required by law. 2 www.campbellsoupcompany.com Table of Contents TABLE OF CONTENTS WHERE TO OBTAIN FURTHER INFORMATION Shareholders may receive a copy of our Annual Report on Form 10-K for the fiscal year ended July 28, 2024 ("2024 Form 10-K"), and copies of our Code of Business Conduct and Ethics, Corporate Governance Standards, and the charters of the four standing committees of the Board of Directors, without charge, by: (1) writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103; or (2) emailing the Company's Investor Relations Department at IR@campbells.com . These documents are or will be available on our corporate website

— ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS 15 DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION 15 DIRECTOR NOMINEES 18 CORPORATE GOVERNANCE POLICIES AND PRACTICES 26 BOARD LEADERSHIP STRUCTURE 26 DIRECTOR INDEPENDENCE 26 MAJORITY VOTING 27 PROCESS FOR NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES 27 EVALUATIONS OF BOARD PERFORMANCE 28 TRANSACTIONS WITH RELATED PERSONS 28 BOARD OVERSIGHT OF ENTERPRISE RISK 29 INFORMATION SECURITY 30 ENVIRONMENTAL, SOCIAL AND GOVERNANCE 30 SOCIAL IMPACT 32 SHAREHOLDER ENGAGEMENT 32 DIRECTOR ORIENTATION AND CONTINUING EDUCATION 33 DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS 33 CODE OF ETHICS 33 COMMUNICATING WITH THE BOARD 33 BOARD MEETINGS AND COMMITTEES 34 COMPENSATION OF DIRECTORS 36

— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 38

— ADVISORY VOTE ON FISCAL 2024 EXECUTIVE COMPENSATION

ITEM 3 — ADVISORY VOTE ON FISCAL 2024 EXECUTIVE COMPENSATION 41 ITEM 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO THE CAMPBELL'S COMPANY 42 COMPENSATION DISCUSSION AND ANALYSIS ("CD&A") 43 COMPENSATION AND ORGANIZATION COMMITTEE REPORT 58

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 59 CEO Pay Ratio Disclosure 75 Pay versus Performance Disclosure 75

— SHAREHOLDER PROPOSAL

ITEM 5 — SHAREHOLDER PROPOSAL 78 VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS 80 80 PRINCIPAL SHAREHOLDERS 81 OTHER INFORMATION 82 SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 82 OTHER MATTERS 82 APPENDIX A 83 NON-GAAP FINANCIAL MEASURES 83 Campbell Soup Company | 2024 Proxy Statement 3 Table of Contents PROXY STATEMENT SUMMARY The Board of Directors (the "Board") of Campbell Soup Company (the "Company," "we," "us," "our" or "Campbell") is furnishing this proxy statement and soliciting proxies in connection with the proposals to be voted on at the Campbell Soup Company 2024 Annual Meeting of Shareholders ("2024 Annual Meeting") and any postponements or adjournments thereof. This proxy statement and the accompanying Notice of 2024 Annual Meeting of Shareholders and proxy card are first being sent to shareholders on or about October 10, 2024. This summary highlights certain information contained in this proxy statement but does not contain all the information you should consider when voting your shares. Please read the entire proxy statement carefully before voting. 2024 Annual Meeting Information Meeting Agenda Date November 19, 2024 Proposals Election of 12 Board-recommended director nominees to the Board of Directors for a one-year term Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025 "Say on Pay" advisory resolution to approve fiscal 2024 executive compensation Approval of an amendment to the Company's Restated Certificate of Incorporation to change the Company's name to The Campbell's Company A shareholder proposal, if properly presented at the 2024 Annual Meeting Transact other business that may properly come before the meeting Time 9:00 a.m. Eastern Time Location Live Webcast at: https://meetnow.global/CPB2024 Record Date September 25, 2024 Adm

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