Campbell's Sales Up 6% on Acquisition, Organic Growth Stalls

Ticker: CPB · Form: DEF 14A · Filed: 2025-10-08T00:00:00.000Z

Sentiment: mixed

Topics: Consumer Staples, Food & Beverage, Proxy Statement, Corporate Governance, Executive Compensation, Shareholder Proposals, M&A Impact

Related Tickers: CPB, PEP, GIS, KHC

TL;DR

**CPB's acquisition-fueled sales growth masks weak organic performance; watch for sustained innovation or expect a flatline.**

AI Summary

Campbell's Co. (CPB) reported net sales of $10.253 billion in fiscal 2025, a 6% increase from 2024, driven by the integration of Sovos Brands, Inc. However, organic net sales decreased by 1% to $9.332 billion. Earnings before interest and taxes (EBIT) rose 12% to $1.124 billion, while adjusted EBIT saw a modest 2% increase to $1.487 billion. Earnings per share (EPS) grew 6% to $2.01, but adjusted EPS declined 4% to $2.97. Cash flows from operations slightly decreased from $1.185 billion in 2024 to $1.131 billion in 2025. The Meals & Beverages segment experienced significant growth, with net sales and operating earnings increasing by 15% and 10% respectively, while the Snacks segment saw declines of 4% in net sales and 14% in operating earnings. The company also highlighted its community and sustainability efforts, including $920,000 in Community Impact Grants and over $1.4 million invested in its Full Futures program across three locations.

Why It Matters

This DEF 14A filing reveals Campbell's strategic direction and financial health, crucial for investors assessing its competitive position in the consumer packaged goods sector. The 6% net sales increase, largely due to the Sovos Brands acquisition, indicates a reliance on M&A for growth, while the 1% organic net sales decline suggests underlying challenges in core business segments, particularly Snacks. For employees, the focus on 'day-to-day execution' and 'strengthening our foundation' signals a continued emphasis on operational efficiency. Customers might see new product innovations from the Growth Office, but the decline in the Snacks segment could impact product availability or variety. In a competitive landscape dominated by giants like PepsiCo and General Mills, Campbell's ability to drive organic growth and integrate acquisitions effectively will determine its long-term market share and investor returns.

Risk Assessment

Risk Level: medium — The 1% decrease in organic net sales to $9.332 billion in fiscal 2025, coupled with a 4% decline in Snacks net sales and a 14% decline in Snacks operating earnings, indicates underlying operational challenges despite overall net sales growth. This reliance on acquisitions like Sovos Brands for top-line growth, rather than internal innovation, presents a medium-term risk to sustainable profitability.

Analyst Insight

Investors should scrutinize Campbell's future earnings calls for detailed plans on reversing the organic net sales decline and improving the Snacks segment's performance. Consider holding CPB for now, but be prepared to re-evaluate if organic growth doesn't materialize in fiscal 2026, as acquisition-driven growth alone is not sustainable.

Financial Highlights

revenue
$10.253B
eps
$2.01
revenue Growth
+6%

Revenue Breakdown

SegmentRevenueGrowth
Meals & Beverages+15%
Snacks-4%

Executive Compensation

NameTitleTotal Compensation
Mick J. BeekhuizenChief Executive Officer
Other NEOsOther Named Executive Officers

Key Numbers

Key Players & Entities

FAQ

What were Campbell's Co.'s net sales for fiscal year 2025?

Campbell's Co. reported net sales of $10.253 billion for fiscal year 2025, representing a 6% increase compared to fiscal year 2024. This growth was primarily attributed to the integration of Sovos Brands, Inc.

How did Campbell's Co.'s organic net sales perform in fiscal 2025?

In fiscal 2025, Campbell's Co.'s organic net sales decreased by 1% to $9.332 billion. This indicates a decline in sales from existing operations, separate from acquisition-related growth.

What is the 'Say on Pay' vote for Campbell's Co. shareholders in 2025?

Shareholders of Campbell's Co. will vote on an advisory resolution to approve the fiscal 2025 compensation of the named executive officers. The Board recommends a 'FOR' vote, believing the program aligns with performance.

What shareholder proposals are being presented at the 2025 Campbell's Annual Meeting?

Two shareholder proposals are on the agenda: one regarding simple majority voting and another requesting a report on the effectiveness of the Company's regenerative agriculture program, including pesticide reduction outcomes.

Who is Campbell's Co.'s independent registered public accounting firm for fiscal 2026?

PricewaterhouseCoopers LLP has been appointed as Campbell's Co.'s independent registered public accounting firm for fiscal 2026. The Audit Committee recommends ratification of this appointment.

When and where is the Campbell's Co. 2025 Annual Meeting of Shareholders?

The Campbell's Co. 2025 Annual Meeting of Shareholders will be held virtually via live webcast on Tuesday, November 18, 2025, at 9:00 a.m. Eastern Time. Shareholders can access it at https://meetnow.global/CPB2025.

What was the performance of Campbell's Co.'s Snacks segment in fiscal 2025?

The Snacks segment of Campbell's Co. experienced a decrease in fiscal 2025, with net sales declining by 4% and operating earnings decreasing by 14% compared to 2024.

How is Campbell's Co. addressing sustainability in fiscal 2025?

Campbell's Co. focused on science-based emissions reduction targets, advanced regenerative agriculture work, and committed to sourcing cage-free eggs by the end of calendar year 2025. They also published a Corporate Responsibility Data Update.

What is the average tenure of independent director nominees at Campbell's Co.?

The average tenure of Campbell's Co.'s non-management director nominees is approximately 7.6 years. The Board has added four new independent directors since the beginning of 2020.

What is Campbell's Co.'s stance on the simple majority voting shareholder proposal?

The Board of Campbell's Co. recommends voting 'AGAINST' the simple majority voting shareholder proposal. They believe current supermajority provisions protect all shareholders and that simple majority provisions would not enhance shareholder value.

Industry Context

The food, beverage, and consumer products industry is highly competitive, requiring companies like Campbell's to attract and retain top talent. Companies in this sector often face challenges related to changing consumer preferences, supply chain disruptions, and the need for continuous innovation to maintain market share.

Regulatory Implications

Companies in the food and beverage sector are subject to various regulations concerning product safety, labeling, and marketing. Compliance with these regulations is crucial to avoid penalties and maintain consumer trust. Executive compensation practices are also subject to SEC disclosure rules and shareholder scrutiny.

What Investors Should Do

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Glossary

Named Executive Officers (NEOs)
Key top executives of the company whose compensation is disclosed in detail. (These are the individuals whose compensation packages are subject to shareholder advisory votes and detailed scrutiny.)
Compensation Discussion and Analysis (CD&A)
A section in proxy statements where a company explains its executive compensation philosophy, decisions, and how compensation relates to company performance. (Provides the rationale and details behind the executive compensation structure and awards.)
Advisory Vote on Executive Compensation
A shareholder vote, typically non-binding, on the company's executive compensation. (Allows shareholders to express their opinion on the company's pay practices for its top executives.)
Pay Mix
The proportion of different types of compensation (e.g., salary, bonus, stock) that make up an executive's total compensation. (Highlights the emphasis on performance-based and at-risk compensation components.)
At Risk Compensation
Compensation that is not guaranteed and depends on the achievement of specific performance goals or other conditions. (Indicates the portion of executive pay tied to company and individual performance, aligning executive interests with shareholders.)

Year-Over-Year Comparison

The DEF 14A filing for fiscal 2025 emphasizes the structure of executive compensation, highlighting that a significant portion (89% for the CEO and 75% for other NEOs) of target total direct compensation is 'at risk' and performance-based. This suggests a continued focus on aligning executive pay with company performance, a key aspect likely present in previous filings. While specific comparative numbers for total compensation or pay ratios are not detailed in this excerpt, the philosophy of linking pay to performance appears consistent.

Filing Stats: 4,395 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2025-10-08 08:30:03

Key Financial Figures

Filing Documents

— ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS 14 DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION 14 DIRECTOR NOMINEES 16 CORPORATE GOVERNANCE POLICIES AND PRACTICES 23 BOARD LEADERSHIP STRUCTURE 23 DIRECTOR INDEPENDENCE 23 MAJORITY VOTING 24 PROCESS FOR NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES 24 EVALUATIONS OF BOARD PERFORMANCE 25 TRANSACTIONS WITH RELATED PERSONS 25 BOARD OVERSIGHT OF ENTERPRISE RISK 26 INFORMATION SECURITY 27 ENVIRONMENTAL, SOCIAL AND GOVERNANCE 27 SHAREHOLDER ENGAGEMENT 29 DIRECTOR ORIENTATION AND CONTINUING EDUCATION 29 DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS 29 CODE OF ETHICS 29 COMMUNICATING WITH THE BOARD 29 BOARD MEETINGS AND COMMITTEES 30 COMPENSATION OF DIRECTORS 32

— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 35

— ADVISORY VOTE ON FISCAL 2025 EXECUTIVE COMPENSATION

ITEM 3 — ADVISORY VOTE ON FISCAL 2025 EXECUTIVE COMPENSATION 38 COMPENSATION DISCUSSION AND ANALYSIS ("CD&A") 39 COMPENSATION AND ORGANIZATION COMMITTEE REPORT 55

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 56 CEO PAY RATIO DISCLOSURE 75 PAY VERSUS PERFORMANCE DISCLOSURE 76

— SHAREHOLDER PROPOSAL - S IMPLE MAJORITY VOT E

ITEM 4 — SHAREHOLDER PROPOSAL - S IMPLE MAJORITY VOT E 79

— SHAREHOLDER PROPOSAL - REGENERATIVE AGRICULTURE PROGRAM REPORT

ITEM 5 — SHAREHOLDER PROPOSAL - REGENERATIVE AGRICULTURE PROGRAM REPORT 81 VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS 83 OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS 83 PRINCIPAL SHAREHOLDERS 84 DELINQUENT SECTION 16(a) REPORTS 84 OTHER INFORMATION 85 SUBMISSION OF SHAREHOLDER PROPOSALS FOR 202 6 ANNUAL MEETING 85 OTHER MATTERS 85 APPENDIX A 86 NON-GAAP FINANCIAL MEASURES 86 The Campbell's Company | 2025 Proxy Statement 3 PROXY STATEMENT SUMMARY The Board of Directors (the "Board") of The Campbell's 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's Company 2025 Annual Meeting of Shareholders ("2025 Annual Meeting") and any postponements or adjournments thereof. This proxy statement and the accompanying Notice of 2025 Annual Meeting of Shareholders and proxy card are first being sent to shareholders on or about October 9, 2025. 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. 2025 Annual Meeting Information Meeting Agenda Date November 18, 2025 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 2026 "Say on Pay" advisory resolution to approve fiscal 2025 executive compensation A shareholder proposal regarding simple majority voting, if properly presented at the 2025 Annual Meeting A shareholder proposal regarding a report on the effectiveness of the Company's regenerative agriculture program including pesticide reduction outcomes, if properly presented at the 2025 Annual Meeting Transact other business that may properly come before the me

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS DIRECTOR NOMINEES Your Board recommends a vote FOR all of the nominees listed below: Board Committee Composition Name Age Director Since Independent Audit Comp. & Org. Finance & Corp. Dev. Governance Fabiola R. Arredondo 58 2017 Howard M. Averill (Audit Committee Financial Expert) 61 2017 (C) Mick J. Beekhuizen 49 2025 Bennett Dorrance, Jr. 54 2022 Maria Teresa (Tessa) Hilado (Audit Committee Financial Expert) 61 2018 (C) Grant H. Hill 53 2021 Sarah Hofstetter 51 2018 Marc B. Lautenbach 64 2014 (C) Mary Alice D. Malone, Jr. 42 2025 Keith R. McLoughlin Independent Board Chair 69 2016 Kurt T. Schmidt 68 2018 Archbold D. van Beuren 68 2009 (C) Committee composition shown above is as of the date of this proxy statement. Current committee assignments are indicated by a (), and committee chairs are indicated by (C) . Additional information about each nominee's background and experience can be found beginning on page 16 . The Campbell's Company | 2025 Proxy Statement 7 COMPOSITION OF THE CAMPBELL'S COMPANY DIRECTOR NOMINEES Independence Tenure of Independent Director Nominees Age of Independent Director Nominees We have a diverse, independent Board. Four of our 12 Director nominees are women, three of our 12 Director nominees are ethnically diverse and 11 of our 12 Director nominees are independent, including our Board Chair . All members of the Audit, Compensation and Organization, Finance and Corporate Development and Governance Committees are independent. The Board is composed of Directors who bring a mix of fresh perspectives and deeper experience, and includes three who are descendants of our founder. Since the beginning of 2020, we have refreshed the Board with the addition of four new independent directors. The average tenure of our nonmanagement director nominees is approximately 7.6 years. All Directors are committed to the Company's longterm success and creating value for all shareholders

: RATIFICATION OF AUDITORS

ITEM 2: RATIFICATION OF AUDITORS Based on the Audit Committee's assessment of PricewaterhouseCoopers LLP's performance, qualifications and independence, it believes their reappointment for fiscal 2026 is in the best interests of Campbell and our shareholders. Shareholder ratification of the appointment is not required under the laws of the State of New Jersey or our Restated Certificate of Incorporation or ByLaws, but as a matter of good corporate governance, the Board is submitting this proposal to shareholders. Even if the appointment is ratified, the Audit Committee may select a different audit firm at any time during the year if it determines that this would be in the best interests of Campbell and our shareholders. The Campbell's Company | 2025 Proxy Statement 9

: ADVISORY VOTE ON FISCAL 2025 EXECUTIVE COMPENSATION

ITEM 3: ADVISORY VOTE ON FISCAL 2025 EXECUTIVE COMPENSATION We offer a total compensation package that is designed to attract, motivate and retain the caliber of talent needed to deliver successful business performance in absolute terms and relative to competition. Our compensation program is designed to link pay to Company, division and individual performance. The objectives of our executive compensation program are to: Align the financial interests of our named executive officers ("NEOs") with those of our shareholders, in both the short and long term Provide incentives for achieving and exceeding our short- and longterm goals Attract, motivate and retain key executives by providing total compensation that is competitive with compensation paid at other companies in the food, beverage and consumer products industries Differentiate the level of compensation based on individual and business unit performance, leadership potential and level of responsibility within the organization Our Executive compensation program reflects the following best practices: WE DO WE DO NOT Maintain a strong alignment between corporate performance and compensation Have an employment agreement with our Chief Executive Officer or any other NEO Annually review the risk profile of our compensation programs and maintain risk mitigators Pay dividends or dividend equivalents to NEOs on unearned equity awards Use an independent compensation consultant retained directly by the Compensation and Organization Committee Reprice stock options without the approval of Campbell shareholders Use "doubletrigger" change in control provisions in all change in control agreements with our NEOs Provide taxgross ups in any change in control agreement Have clawback policies for mandatory incentive compensation recoupment in the event of an accounting restatement and discretionary recoupment under certain circumstances outside of an accounting restatement and have performance share award a

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