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):
January 29, 2015
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New Jersey |
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Commission File Number |
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21-0419870 |
State of Incorporation |
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1-3822 |
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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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective February 1, 2015, Mark R. Alexander was appointed President, Americas
Simple Meals & Beverages. Mr. Alexander previously served as President Campbell North America.
In recognition of
Mr. Alexanders expanded responsibilities, on January 29, 2015, the Compensation and Organization Committee (Committee) of the Board of Directors of Campbell Soup Company (the Company) authorized the issuance
on February 1, 2015 of 10,929 restricted stock units to Mr. Alexander, pursuant to the Companys 2005 Long-Term Incentive Plan.
Each
unit represents a right to receive one share of Company common stock upon vesting. The units will vest two years from the date of grant, provided that Mr. Alexander continues to be employed by the Company. The units will be prorated in the
event of an involuntary termination, death or disability occurring at least six months after the grant date, as more fully described in the grant agreement attached hereto.
The full terms and conditions of the grant are set forth in the form of agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
In addition, the Committee established Mr. Alexanders base salary at $680,000, effective February 1, 2015, which represents an increase of 6%.
Item 9.01 Financial Statements and Exhibits
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10.1 |
Form of 2005 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CAMPBELL SOUP COMPANY |
(Registrant) |
Date: February 2, 2015
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By: |
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/s/Kathleen M. Gibson |
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Kathleen M. Gibson |
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Vice President and Corporate Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Form of 2005 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement |
Exhibit 10.1
2005 LONG-TERM INCENTIVE PLAN
TIME-LAPSE RESTRICTED STOCK UNIT AGREEMENT
TIME-LAPSE RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of the
1st day of February 2015 (the Grant Date) between Campbell Soup Company (the Company) and <EMPLOYEE> (the Participant), an employee of the Company.
WHEREAS, the Company desires to award the Participant restricted stock units, which each represent a right to receive one share of
Capital Stock of the Company (the Restricted Stock Units) as hereinafter provided, under the Campbell Soup Company 2005 Long-Term Incentive Plan (the Plan). Except as otherwise provided, the terms used herein shall have the
same meaning as in the Plan.
NOW, THEREFORE, in consideration of valuable considerations the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Award of Restricted Stock Units. The Company hereby confirms the award to the
Participant on the Grant Date by the Compensation and Organization Committee of the Board of Directors (the Committee) of <UNITS> Restricted Stock Units. The Restricted Stock Units are in all respects limited and conditioned
as hereinafter provided, and are subject in all respects to the Plans terms and conditions, as amended.
2. Restriction Period; Payment. Subject to the terms of this Agreement and the
Plan and provided that the Participant remains continuously employed until February 1, 2017, all <UNITS> Restricted Stock Units will vest on that date (the Vesting Date). Except as otherwise provided below, the Company
shall deliver to the Participant one share of the Companys Capital Stock for a vested Restricted Stock Unit during the month following the Vesting Date. In lieu of issuing fractional shares of the Companys Capital Stock, the Company
shall round the shares to the nearest whole share. Unless terminated earlier under Section 4 below, a Participants rights under this Agreement shall terminate with respect to each Restricted Stock Unit at the time such Restricted Stock
Unit is converted into the Companys Capital Stock.
3. Dividend Equivalent
Payment. After the Vesting Date, Participant shall be paid in cash the accumulated amount equivalent to the dividends which would have been paid on the Companys Capital Stock underlying the Restricted Stock Units to the extent the
Companys Board of Directors had approved and declared a dividend on its Capital Stock. Such dividend equivalent amount shall be paid during the month following the Vesting Date. Subject to Section 4 below, the dividend equivalent payment
shall be forfeited for any Restricted Stock Units terminated under Section 4 if the Participant is no longer employed by the Company or its subsidiaries and an exception does not apply.
4. Early Termination of Restricted Stock Unit; Termination of Employment. The
Restricted Stock Units shall terminate and become null and void if and when the Participant ceases for any reason to be an employee of the Company or its subsidiaries, including but not limited to termination for Cause, voluntary resignation or
retirement, except as provided in below:
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(a) |
Retirement Eligible upon Total Disability or Death. |
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(i) |
If the Participants employment is terminated at least six (6) months following the Grant Date as the result of Total Disability or death (provided
the Participant is Retirement Eligible at the time of any such termination), the Participant shall be treated as continuously employed through the Vesting Date, and the Company will deliver to the Participant, or his or her legal representative, one
share of the Companys Capital Stock for each Restricted Stock Unit vested on the Vesting Date in accordance with Section 2. |
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(ii) |
For purposes of this Agreement, the following terms shall have the meanings set forth below: |
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A. |
Retirement or Retirement Eligible means the Participant terminates, or is eligible to terminate, employment with the Company or its
subsidiaries after attaining 55 years of age with at least 5 years of continuous service on or prior to the date of termination. |
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B. |
Total Disability means Total Disability or Totally Disabled as that term is defined under a Company-sponsored long-term
disability plan from which the Participant is receiving disability benefits and which is in effect from time to time on and after the Grant Date. |
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(b) |
Not Retirement Eligible upon Total Disability or Death; Involuntary Termination. If the Participants employment is terminated at least six
(6) months following the Grant Date: (i) as the result of the Participants Total Disability or death and the Participant is not Retirement Eligible; or (ii) by the Company for reasons other than Cause, the Participant shall vest
on the Vesting Date in a prorated portion of his or her Restricted Stock Units under this Agreement according to the following formula: the number of months worked from the Grant Date to termination date divided by 24; multiplied by
<UNITS> Restricted Stock Units. |
The Company will deliver to the Participant, or his or her legal
representative, one share of the Companys Capital Stock for each Restricted Stock Unit that vests on the Vesting Date in accordance with Section 2.
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(c) |
Any Termination Prior to Six-Month Anniversary of Grant Date. If a Participant retires, resigns or is terminated for any reason before six
(6) months have elapsed from the Grant Date, the Restricted Stock Unit award shall be cancelled by the Company and the Participant shall forfeit the entire award. |
The Company will deliver to the Participant, or his or her legal representative, one share of the Companys Capital Stock for each
Restricted Stock Unit that vests on the Vesting Date in accordance with Section 2.
5. Withholding of Taxes. The Company or the subsidiary which employs the
Participant shall be entitled to require, as a condition of making any payments or issuing any shares upon vesting of the Restricted Stock Units, that the Participant or other person entitled to such shares or other payment pay any sums required to
be withheld by federal, state, local, or other applicable tax law with respect to such vesting or payment. Alternatively, the Company or such subsidiary, in its discretion, may make such provisions for
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the withholding of taxes as it deems appropriate (including, without limitation, withholding the taxes due
from compensation otherwise payable to the Participant or reducing the number of shares otherwise deliverable with respect to the award (with the value based on the closing price on the NYSE composite tape on the tax date) by the amount necessary to
satisfy such withholding obligations).
6. Non-Transferability of Restricted Stock
Units. Participants right in the Restricted Stock Units awarded under this Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of
descent or distribution. Restricted Stock Units shall not be subject to execution, attachment or other process.
7. Severability. If one or more of the provisions of this Award Agreement shall be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed
null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this
Agreement and the Plan.
8. Internal Revenue Code Section 409A. This
Agreement shall be interpreted, operated, and administered in a manner so as not to subject Participant to the assessment of additional taxes or interest under Code section 409A to the extent such Participant or any payment under this Agreement is
subject to U.S. tax laws, and this Agreement shall be amended as the Company, in its sole discretion, determines is necessary and appropriate to avoid the application of any such taxes or interest.
9. Entire Agreement. The terms of the Plan and this Agreement when signed by
Participant will constitute the entire agreement with respect to the subject matter hereof. This Agreement supersedes any prior agreements, representations or promises of the parties relating to the subject matter hereof.
10. Governing Law. This Agreement shall be construed in accordance with, and its
interpretation shall otherwise be governed by, New Jersey law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized executive, and the Participant has hereunto set his or her hand and seal, all as of the day and year first above written.
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CAMPBELL SOUP COMPANY |
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By: |
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Robert J. Centonze |
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Vice President, Total Rewards |
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