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Executive Change · Shareholder Vote

Filed Dec 1, 2022 · 3y ago · Accession 0000016732-22-000150

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Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 30, 2022 CAMPBELL SOUP CO MPANY New Jersey 1-3822 21-0419870 State of Incorporation Commission File Number I.R.S. Employer Identification No. One Campbell Place Camden , New Jersey 08103 -1799 Principal Executive Offices Telephone Number: ( 856 )  342-4800 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Capital Stock, par value $.0375 CPB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2022 Annual Meeting of Shareholders of Campbell Soup Company ("Campbell" or "Company"), which was held on November 30, 2022 (the “2022 Annual Meeting”), Campbell shareholders approved the Campbell Soup Company 2022 Long-Term Incentive Plan (the “2022 Plan”). The 2022 Plan was previously approved, subject to shareholder approval, by the Board of Directors (the “Board”) of Campbell. A summary of the material terms and conditions of the 2022 Plan and awards thereunder is included in Campbell’s definitive proxy statement filed with the Securities and Exchange Commission on October 18, 2022 (the “Proxy Statement”) under “Item 4: Approval of the Campbell Soup Company 2022 Long-Term Incentive Plan,” which section is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Item 5.07 – Submission of Matters to a Vote of Security Holders The final results of voting with respect to each item voted on at the 2022 Annual Meeting 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 254,271,778 1,178,772 257,746 14,741,011 Howard M. Averill 252,726,256 2,550,805 431,235 14,741,011 John P. (JP) Bilbrey 252,765,731 2,665,294 277,271 14,741,011 Mark A. Clouse 254,649,509 782,012 276,775 14,741,011 Bennett Dorrance, Jr. 253,915,843 755,316 1,037,137 14,741,011 Maria Teresa (Tessa) Hilado 254,318,089 1,146,905 243,302 14,741,011 Grant H. Hill 253,486,483 1,783,892 437,921 14,741,011 Sarah Hofstetter 253,169,004 2,141,330 397,962 14,741,011 Marc B. Lautenbach 254,437,941 837,387 432,968 14,741,011 Mary Alice D. Malone 250,126,185 5,172,134 405,949 14,741,011 Keith R. McLoughlin 254,383,854 1,045,129 279,313 14,741,011 Kurt T. Schmidt 253,550,111 1,875,123 283,062 14,741,011 Archbold D. van Beuren 248,042,784 7,379,643 281,841 14,741,011 2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2023 The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2023 was approved. The votes cast for and against this proposal as well as the abstentions were as follows: For Against Abstain 258,498,049 11,672,987 278,271 3. Advisory Vote on Fiscal 2022 Executive Compensation The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2022 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows: For Against Abstain Broker Non-Votes 243,074,153 12,178,532 455,611 14,741,011 4. Approval of the Campbell Soup Company 2022 Long-Term Incentive Plan The proposal to approve the Campbell Soup Company 2022 Long-Term Incentive Plan was approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows: For Against Abstain Broker Non-Votes 249,849,970 5,501,707 356,370 17,741,011 Shareholder Proposals: 5. Supply Chain Practices Report A non-binding shareholder proposal requesting that the Company disclose an analysis of the practices in its supply chain that violate its Responsible Sourcing Supplier Code and/or Supply Base Requirements and Expectations Manual. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows: For Against Abstain Broker Non-Votes 19,847,711 234,249,278 1,607,023 14,741,011 6. 401(k) Retirement Fund Investment Report A non-binding shareholder proposal requesting that the Board provide a report assessing how the Company’s 401(k) retirement funds manage the growing systemic risk to the economy created by investing retirement plan funds in companies contributing significantly to climate change. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows: For Against Abstain Broker Non-Votes 21,321,005 221,216,776 13,169,507 14,741,011 Item 9.01 – Financial Statements and Exhibits (d) Exhibits 10.1* Campbell Soup Company 2022 Long-Term Incentive Plan, incorporated by reference to Appendix B to the Campbell’s Proxy Statement filed October 18, 2022 (Commission File No. 001-03822) . 10.2* Form of 2022 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement. 10.3* Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Earnings Per Share) . 10.4* Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Total Shareholder Return). 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL. *This exhibit is a management contract or compensatory plan or arrangement. 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. CAMPBELL SOUP COMPANY        Date: December 1, 2022 By: /s/ Charles A. Brawley, III Charles A. Brawley, III Senior Vice President, Corporate Secretary and Deputy General Counsel
Filing details
Ticker
CPB
CIK
16732
Form type
8-K
Filing date
Dec 1, 2022
Report date
Nov 30, 2022
Document
cpb-20221130.htm
Size
704 KB