|
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
A special meeting (the “Special Meeting”)
of Snyder’s-Lance, Inc. (“we,” “us,” “our” or the “Company”) shareholders
was held at 9:00 a.m., Eastern Time, on March 23, 2018, to consider and vote upon (1) a proposal to approve the Agreement and Plan
of Merger, dated as of December 18, 2017 entered into among the Company, Campbell Soup Company, a New Jersey corporation (“Campbell”),
and Twist Merger Sub, Inc., a North Carolina corporation and indirect wholly owned subsidiary of Campbell (“Merger Sub”),
including the Plan of Merger included therein, each as may be amended from time to time (together, the “Merger Agreement”),
pursuant to which Campbell will acquire the Company by means of a merger of Merger Sub with and into the Company on the terms and
subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving entity following the
merger and as an indirect wholly owned subsidiary of Campbell (the “Merger”); (2) a proposal to adjourn the Special
Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the
Special Meeting to approve the Merger Agreement (the “Adjournment Proposal”); and (3) a proposal to approve, on a non-binding,
advisory basis, the payment of certain compensation and benefits to our named executive officers that is based on or otherwise
relates to the Merger, which they will or may be entitled to receive from the Company (or its successor) (the “Merger-Related
Compensation Proposal”). Subject to the satisfaction or waiver of the remaining closing conditions, the Merger is expected
to close on March 26, 2018.
As of February 16, 2018, the record date
for the Special Meeting, 98,304,911 shares of our common stock were outstanding and entitled to vote. 88,732,630 shares of common
stock were represented in person or by proxy at the Special Meeting, constituting a quorum.
The final voting results for the proposals
at the Special Meeting, each of which is described in greater detail in the definitive proxy statement filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2018, are set forth below.
|
|
1.
|
Proposal to approve the Merger Agreement
. The
proposal to approve the Merger Agreement was approved by the affirmative vote of approximately 89.65% of the shares of our common
stock entitled to vote at the Special Meeting. The results of the vote were as follows:
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
88,134,139
|
|
437,117
|
|
161,375
|
|
0
|
|
|
2.
|
Merger-Related Compensation Proposal
. The non-binding,
advisory Merger-Related Compensation Proposal was approved. The results of the vote were as follows:
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
79,979,123
|
|
8,240,138
|
|
513,369
|
|
0
|
|
|
3.
|
Adjournment Proposal
. Because the Company’s
shareholders approved the Merger Agreement, the vote on the proposal to adjourn the Special Meeting, if necessary or appropriate,
including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger
Agreement was not called.
|
Cautionary Statement Regarding Forward-Looking Statements
Certain statements
in this communication regarding the proposed acquisition of the Company, including any statements regarding the expected timetable
for completing the proposed transaction and any other statements regarding future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements
made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The words “aim,” “anticipate,” “believe,” “could,” “ensure,”
“estimate,” “expect,” “forecasts,” “if,” “intend,” “likely”
“may,” “might,” “outlook,” “plan,” “positioned,” “potential,”
“predict,” “probable,” “project,” “should,” “strategy,” “will,”
“would,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.
All forward-looking
information are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, that could cause
actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include,
but are not limited to: the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the diversion of management
time on transaction-related issues; and risk that the transaction and its announcement could have an adverse effect on the Company’s
ability to retain customers and retain and hire key personnel. Additional information concerning these and other risk factors can
be found in the Company’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis
Retrieval system at http://www.sec.gov, including the Company’s most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive.
The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may
not prove to be accurate. The Company assumes no obligation to update or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.