Campbell Issues Statement on Third Point Director Nominees
September 07 2018 - 9:36AM
Business Wire
Campbell Soup Company (NYSE: CPB) today confirmed receipt
of Third Point LLC’s nomination of a slate of 12 director
candidates to stand for election at the Company’s 2018 Annual
Meeting of Shareholders.
Commenting on the actions interim President and CEO Keith
McLoughlin said: “On August 30th, Campbell announced the results of
a comprehensive Board-led strategy and portfolio review to
stabilize the company, improve performance and drive shareholder
value. As part of the review process, the Board, together with
outside advisors, considered a full slate of strategic options and
determined that the best path forward to maximize shareholder
value, at this time, is to optimize the company’s portfolio, divest
certain businesses and pay down debt, and further reduce costs.
“The company is currently focused on implementing that plan and
setting the foundation for sustainable, profitable growth in fiscal
2020 and beyond. The Board remains open and committed to evaluating
all strategic options to enhance value in the future.”
Consistent with its normal practice, the Campbell Board will
review the Director nominees proposed by Third Point and present
the Board’s recommended slate of director nominees in Campbell’s
proxy materials to be filed with the United States Securities and
Exchange Commission in connection with the Company’s 2018 Annual
Meeting of Shareholders. Campbell shareholders are not required to
take any action at this time.
About Campbell Soup Company
Campbell (NYSE: CPB) is driven and inspired by our Purpose,
“Real food that matters for life’s moments.” For generations,
people have trusted Campbell to provide authentic, flavorful and
affordable snacks, soups and simple meals, and beverages. Founded
in 1869, Campbell has a heritage of giving back and acting as a
good steward of the planet’s natural resources. The company is a
member of the Standard and Poor’s 500 and the Dow Jones
Sustainability Indexes. For more information, visit
www.campbellsoupcompany.com or follow company news on Twitter via
@CampbellSoupCo. To learn more about how we make our food and the
choices behind the ingredients we use, visit
www.whatsinmyfood.com.
Forward-Looking Statements
This release 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 of this release.
Important Additional Information and Where to Find It
Campbell intends to file a proxy statement on Schedule 14A and
other relevant documents with the United States Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies for its 2018 Annual Meeting of Shareholders (the “2018
Annual Meeting”). SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE
COMPANY’S 2018 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain a free copy of the 2018 proxy
statement, any amendments or supplements to the proxy statement and
other documents that Campbell files with the SEC from the SEC’s
website at www.sec.gov or Campbell’s website at
www.investor.campbellsoupcompany.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Regarding Participants in
Solicitation
Campbell, its directors, its executive officers and its nominees
for election as director may be deemed participants in the
solicitation of proxies from shareholders in connection with the
matters to be considered at the 2018 Annual Meeting. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of shareholders in
connection with the 2018 Annual Meeting, and their direct or
indirect interests, by security holdings or otherwise, which may be
different from those of the company’s shareholders generally, will
be set forth in the company’s definitive proxy statement for the
2018 Annual Meeting and the other relevant documents to be filed
with the SEC.
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Campbell Soup CompanyINVESTOR
CONTACT:Ken Gosnell,
856-342-6081ken_gosnell@campbellsoup.comorMEDIA CONTACT:Thomas Hushen,
856-342-5227thomas_hushen@campbellsoup.com
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