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Forward-Looking Statements

The content on this website 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 the statement is made.

Important 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 the Company’s website at www.investor.campbellsoupcompany.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

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Campbell’s Board
of Directors

Campbell’s Highly Qualified Board of Directors

Business Leaders with
Track Record of Success

Strong mix of industry experience, operating expertise, long-term shareholder perspectives, financial expertise, and global public company expertise

Independent & Aligned Board

11 out of 12 directors are independent
(Keith McLoughlin, as interim CEO, is the only non-independent director)
Ongoing refreshment:
4 new independent directors added since 2016

Significant Actions to
Address Recent Issues

Approved acquisitions of Snyder’s-Lance and Pacific Foods
The Board initiated dialogue with former CEO expressing dissatisfaction with performance and execution of business, resulting in former CEO agreed with Board that she would retire
Launched comprehensive, Board-led strategy and portfolio review
Reviewed all potential paths to maximize shareholder value; approved and announced optimal path forward, at this time, to maximize value

Corporate Governance
Best-Practices

Annual election of directors
Independent Board Chairman
Annual Board, committee and director evaluations
Majority voting standard (in uncontested elections)

A Diverse & Independent Board

We have a diverse, independent and highly engaged Board composed of Directors who bring a mix of fresh perspectives and deeper experience, and includes three long-term, significant shareholders who are descendants of our founder.
4 of our 12 Director nominees are women, and 11 of our 12 Director nominees are independent, including our Chairman. All members of the Audit, Compensation and Organization, Finance and Corporate Development and Governance Committees are independent.

Skills and Experience

As a group, our Directors possess a broad range of experience and skills including:

Senior Leadership
75%
Food or Consumer Products Industry
66%
Marketing
50%
Strategic Transactions; M&A
66%
Capital Allocation
92%
Financial Expertise
50%
Information Technologies
33%
Significant Shareholder
25%
Corporate Governance
83%
Public Company Board Experience
66%

Campbell’s Board
of Directors

The Board has nominated the 12 individuals appearing below for election by shareholders at the 2018 Annual Meeting. Each year, prior to recommending a slate of directors to the Board for nomination, the Governance Committee conducts an assessment of incumbent directors to review their qualifications and contributions to the Board. In fiscal 2018, the director review process was strengthened by having an independent third-party corporate governance consulting firm conduct an individual review of each incumbent director.
The third-party firm provided the results of its review to the Governance Committee, and also provided feedback directly to each incumbent director on how he or she could better contribute to our Board. After reviewing the qualifications and performance of each director, the Governance Committee recommended each incumbent director as a nominee for election at the 2018 Annual Meeting.

Biographical information, including the specific experience, qualifications
and skills of each of the director nominees is included below:

Randall W. Larrimore Independent Director since 2002
Committee Memberships • Compensation and Organization
• Governance (Chair)


Biography Randall W. Larrimore served as President and Chief Executive Officer of United Stationers Inc., a wholesaler and distributor of office products, from 1997 until his retirement in 2002. Prior to joining United Stationers (now known as Essendant), he was President and Chief Executive Officer of MasterBrand Industries, Inc. (now known as Fortune Brands Home and Security), Chairman and Chief Executive Officer of Master Lock Company, and Chairman of Moen Incorporated. Mr. Larrimore also served as President of Beatrice Home Specialties, and held executive positions at PepsiCo, including the position of President of Pepsi-Cola Italy. Earlier in his career, Mr. Larrimore was a senior consultant with McKinsey & Company in their consumer packaged goods practice, and worked in brand management with Richardson-Vicks (now part of Procter & Gamble). Mr. Larrimore was also a Captain in the U.S. Army Reserves. Mr. Larrimore received a bachelor’s degree from Swarthmore College with a major in economics, and a master of business administration from Harvard Business School.


Skills & Qualifications Mr. Larrimore has extensive executive leadership and board experience, business acumen and considerable knowledge of the packaged goods industry. He also brings expertise in marketing, sales, strategic planning and mergers and acquisitions to the Campbell Board.


Other Public Company Boards • Olin Corporation, 1998 – present
Sara Mathew Independent Director since 2005
Committee Memberships • Audit (Chair)
• Finance and Corporate Development


Biography Sara Mathew was Chairman of the Board and Chief Executive Officer of The Dun & Bradstreet Corporation, a leading source of commercial data, analytics and insights on business, from July 2010 until her retirement in October 2013. Before assuming the combined role of chief executive officer and chairman, she held a number of other leadership positions at Dun & Bradstreet, including President and Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer. In her preceding 18-year career at Procter & Gamble (P&G), a global provider of consumer packaged goods, she held a number of executive positions, including Vice President of Finance with responsibility for Australia, Asia and India, and Comptroller and Chief Financial Officer of the Global Baby Care business unit. She also held positions at P&G in finance, brand management and sales. Ms. Mathew received a bachelor’s degree in chemistry and mathematics from the University of Madras India, and a master of business administration with a concentration in finance and marketing from Xavier University. Ms. Mathew also holds a degree in cost and works accountancy (CWA) from India.


Skills & Qualifications As a former chairman, chief executive officer and chief financial officer of a global public company, Ms. Mathew brings valuable knowledge and insights in global business and financial matters to the Campbell Board. She also has significant operational management and consumer products experience, as well as extensive experience as a public company director.


Other Public Company Boards • State Street Corp., March 2018 – present
• Freddie Mac, 2013 – present
• Shire plc, 2015 – present
• Avon Products, Inc., 2014 – 2016
• The Dun & Bradstreet Corporation, 2008 – 2013
Keith R. McLoughlin Interim President & CEO
Director since 2016
Biography Keith R. McLoughlin was named interim President and Chief Executive Officer of Campbell Soup Company on May 18, 2018. He has served as a director of Campbell since March 2016. Previously, Mr. McLoughlin was President and Chief Executive Officer of AB Electrolux, a global manufacturer of major household appliances, from 2011 until February 2016. Mr. McLoughlin joined Electrolux in 2003, where he was the President of the Electrolux Home Products North America, Head of Major Appliances in North America and Latin America, Executive Vice President and Head of Global Operations prior to being appointed President and Chief Executive Officer. Before joining Electrolux, Mr. McLoughlin spent 22 years in senior leadership roles at E.I. DuPont de Nemours and Company, leading several consumer brand businesses. Mr. McLoughlin graduated from the United States Military Academy at West Point with a bachelor’s degree in engineering.

Prior to being appointed as Interim CEO, Mr. McLoughlin qualified as an independent director.


Skills & Qualifications As a present and former chief executive officer for a global enterprise, Mr. McLoughlin possesses significant executive leadership experience and expertise in international business and operations. His additional experience in retail sales, marketing, innovation, strategic planning, and organizational and human resource matters provide valuable insights to the deliberations of the Campbell Board.


Other Public Company Boards • Briggs & Stratton Corp., 2007 – present