Third Point Calls on Campbell Soup Company’s Board of Directors to Allow Shareholders to Have a Voice in CEO Search
October 10 2018 - 12:30PM
Business Wire
Issues Letter to Board Outlining Why the
Directors Elected by Shareholders at the Company’s Upcoming Annual
Meeting – In Less Than 60 Days – Should be Empowered to Select the
Next CEO
Reminds the Board and Fellow Shareholders That
the Chances of the Company Attracting a First-Rate Food Executive
in the Middle of a Proxy Fight Are Low
Urges CPB Shareholders to VOTE the WHITE Proxy
Card to Elect the Independent Slate, Which Brings Significant
Experience Selecting and Working With Transformative CEOs
Third Point LLC (NYSE: TPRE; LSE: TPOU) ("Third Point"),
a New York-based investment firm managing approximately $18
billion in assets and a holder of approximately 7% of the
outstanding common shares of Campbell Soup Company (NYSE: CPB)
("Campbell" or the "Company"), today sent a letter to the Company’s
Board of Directors (the “Board”) in response to its troubling
announcement regarding the ongoing search for a new full-time Chief
Executive Officer (“CEO”).
Third Point believes there is no justification or rationale for
Campbell to try to fill its full-time CEO position before the
Company’s 2018 Annual Meeting of Shareholders in less than 60 days.
We believe shareholders have a right to be heard and elect the
directors that should ultimately select the Company’s next
permanent CEO.
After reading the full text of our letter to the Board below, we
encourage all shareholders to review The Independents and our
detailed presentation to understand why the Independent Slate is
best equipped to select Campbell’s next CEO. We urge shareholders
to VOTE the WHITE Proxy Card to elect the Independent Slate and
#RefreshTheRecipe.
***
Les VinneyChairman of the Board of DirectorsCampbell Soup
Company1 Campbell PlaceCamden, NJ 08103
October 10, 2018
Dear Mr. Vinney:
We understand from your recent proxy filing that, almost five
months after Denise Morrison submitted her resignation, Campbell
(“the Company”) is finally searching for a full-time Chief
Executive Officer (“CEO”).
In fewer than eight weeks, the shareholders of Campbell will
have the opportunity to choose a new direction for the Company when
they vote for either the Independent Slate – who together own
almost 10% of Campbell shares – or the current, entrenched Board of
Directors (the “Board”). All best practices of corporate governance
dictate that one of the most important responsibilities of any
Board is to hire and supervise a CEO. Considering how close we are
to the Annual Meeting on November 29, 2018 and this Board’s poor
track record of managing leaders and processes, we think it is
entirely uncontroversial to insist that the next permanent CEO be
selected by the newly-elected Board.
We believe there are other important reasons that the existing
Board should not be charged with running the CEO search at this
time.
It seems to us that the chance of the Company being able to
attract a first-rate food executive in the middle of a proxy fight
is low. No top-notch candidate would join a company when the Board
that selected them could be replaced within a few weeks. This
person also would be hamstrung by the Board’s loud embrace of its
“strategic review” plan, which it has asserted is the only way
forward for the Company. In our experience, transformative CEOs
like to be instigators, not merely executors. They are there to
refresh the recipe when the ingredients have gone stale.
Second, a new CEO would be foolish not to insist on a provision
in his or her contract that would provide a “golden parachute” upon
quick termination. The Independent Slate, at a minimum, would have
a duty to critically assess any candidate installed by the current
Board and would most likely wish to bring in its own CEO. We
believe the Board knows as much. Thus, any termination payments
that this Board agrees to in conjunction with hiring a new CEO in
the middle of this proxy contest may be grounds for an action for
recovery of corporate waste and a breach of fiduciary duty against
those directors who provide such a golden parachute.
Finally, can there be any doubt that the Independent Slate would
be better positioned to recruit a first-rate CEO than the current
Board, which is dominated by two family shareholders who have stood
in the way of necessary and important changes to the Company for
decades? Third Point has extensive experience in attracting
extraordinary executives to lead formerly underperforming companies
like Marissa Mayer at Yahoo, Tad Smith at Sotheby’s, and Joe
Almeida at Baxter. Like these CEOs, a new Campbell CEO selected by
the Independent Slate would not be mandated to sell the Company or
pursue a pre-set strategy. He or she will have the runway needed to
operate Campbell for the long-haul.
We trust that you recognize how inappropriate it would be for
the Board to hire a new Chief Executive Officer before shareholders
vote on November 29, 2018. However, to assuage shareholder
concerns, we request that you respond to this letter no later than
October 15, 2018 at 5PM EDT and confirm that you will defer any
decision about a new CEO until after the upcoming Annual
Meeting.
Sincerely,
Third Point LLC
***
Your Vote Is Important, No Matter How Many or How Few Shares
You Own!
PLEASE REMEMBER TO CAN THE COMPANY’S CARD! If you
return a Campbell’s proxy card – even by simply indicating
“withhold” on the Company’s slate – you will revoke any vote you
had previously submitted for Third Point on the WHITE proxy
card.
IMPORTANT INFORMATION
On September 28, 2018, Third Point LLC filed a definitive proxy
statement and on October 1, 2018 filed Supplement No. 1 thereto and
on October 9, 2018 filed Supplement No. 2 thereto (collectively,
the “Definitive Proxy Statement”) with the U.S. Securities and
Exchange Commission (“SEC”) to solicit proxies from stockholders of
Campbell Soup Company (the “Company”) for use at the Company’s 2018
annual meeting of stockholders. THIRD POINT STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE DEFINITIVE PROXY
STATEMENT ALSO INCLUDES INFORMATION ABOUT THE IDENTITY OF THE
PARTICIPANTS IN THE THIRD POINT SOLICITATION AND A DESCRIPTION OF
THEIR DIRECT OR INDIRECT INTERESTS THEREIN. The Definitive
Proxy Statement is available at no charge on the SEC’s website at
http://www.sec.gov and is also available, without charge, on
request from Third Point LLC’s proxy solicitor, Okapi Partners LLC,
at (855) 208-8902 or via email at CPBinfo@okapipartners.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20181010005778/en/
For Media:Third Point LLCElissa Doyle, 917-748-8533Chief
Marketing Officeredoyle@thirdpoint.com
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