CPB Campbell Soup Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☐

Filed by a Party other than the Registrant  ☒

Check the appropriate box:

CAMPBELL SOUP COMPANY

(Name of the Registrant as Specified In Its Charter)

THIRD POINT LLC

DANIEL S. LOEB

THIRD POINT PARTNERS QUALIFIED L.P.

THIRD POINT PARTNERS L.P.

THIRD POINT OFFSHORE MASTER FUND L.P.

THIRD POINT ULTRA MASTER FUND L.P.

THIRD POINT ENHANCED LP

THIRD POINT ADVISORS LLC

THIRD POINT ADVISORS II LLC

FRANCI BLASSBERG

MATTHEW COHEN

SARAH HOFSTETTER

MUNIB ISLAM

LAWRENCE KARLSON

BOZOMA SAINT JOHN

KURT SCHMIDT

RAYMOND SILCOCK

DAVID SILVERMAN

MICHAEL SILVERSTEIN

GEORGE STRAWBRIDGE, JR.

WILLIAM TOLER

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2018

2018 ANNUAL MEETING OF STOCKHOLDERS

OF

CAMPBELL SOUP COMPANY

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting — This Proxy Statement and our WHITE proxy card are available at:

www.okapivote.com/ ●

www.refreshcampbells.com

BACKGROUND OF THE SOLICITATION

Third Point is an alternative investment firm managing approximately $18 billion in assets for public institutions, private entities and qualified individual clients. The firm was founded in 1995 by Daniel S. Loeb, who serves as Chief Executive Officer and oversees its investment activity. Third Point employs an opportunistic approach to invest globally in equity and credit securities.

The Third Point Entities began building their current position in shares of Capital Stock in June 2018.

On August 1, 2018, Mr. Loeb met with George W. Strawbridge, Jr. to discuss, among other things, their respective investments in the Company. Following such meeting, Mr. Loeb instructed his representatives to contact Mr. Strawbridge’s representatives to evaluate whether an agreement could be reached with respect to the potential coordination of certain efforts with respect to their investment in the Company.

On August 9, 2018, Third Point and Mr. Strawbridge entered into a letter agreement (the “Letter Agreement”), pursuant to which, among other things, the parties agreed to coordinate certain efforts with respect to their investment in the Company. The Letter Agreement is described in “Information About the Participants — Letter Agreement.” Later on August 9, 2018, Third Point and Mr. Strawbridge each filed a Schedule 13D disclosing that, as of such date, they collectively beneficially owned approximately 8.2% of the Capital Stock outstanding. A copy of the Letter Agreement is filed as Exhibit 1 to the Schedule 13D filed by Third Point on August 9, 2018.

On August 23, 2018, Third Point sent a letter to the Company expressing concern that the Board had ruled out a sale of the Company.

On August 30, 2018, the Company announced that it concluded the best path forward to drive stockholder value is to focus the Company on two core businesses in the North American market with a proven consumer packaged goods business model. The Company noted that it had retained Goldman Sachs and Centerview Partners to commence a process to divest its Campbell International and Campbell Fresh businesses, noting that net sales of these businesses totaled approximately $2.1 billion.

On September 7, 2018, Third Point Offshore Master Fund L.P., a Third Point Entity that is a record holder of Capital Stock, delivered to the Company formal notice of its nomination of the Third Point Nominees for election to the Board at the Annual Meeting.

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REASONS FOR OUR SOLICITATION

We are soliciting your support to elect the Third Point Nominees at the Annual Meeting because we are extremely dissatisfied with the Company’s long term performance. In that regard, we note that as of August 31, 2018, Company shares traded at a price that is over 20% lower than it was 20 years ago, and the Company’s total shareholder return (including dividends) over that same time period has been just 34% versus the S&P 500 up 343%.

We believe that the Board’s failure to have a functioning CEO succession plan in place following Denise Morrison’s sudden exit is a reflection of its inability to conduct one of the most essential duties of any board of directors — to secure capable, continuous leadership for the Company.

In our view, the Board needs to be reconstituted with highly qualified Board members with the requisite experience to drive long-term value. We are confident that we have assembled the right people who will fully explore all available strategies to assist in creating substantial value for the benefit of all Company stockholders. We strongly believe our slate of directors brings sophisticated expertise to oversee the Company. The Third Point Nominees have extensive experience in operations, marketing, strategy, transactions, leadership, capital allocation, and general corporate governance. See the section titled “Matters to be Considered at the Annual Meeting — Biographical Information Regarding the Third Point Nominees” for a description of our nominees’ qualifications.

The Third Point Nominees recognize fully that as members of the Board they will owe fiduciary duties to all stockholders.

WE STRONGLY RECOMMEND A VOTE FOR THE ELECTION OF THE THIRD POINT NOMINEES.

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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

Election of Directors

The Company’s Board of Directors currently consists of twelve directors. Directors hold office until the Company’s next annual meeting following their election or until their successors are elected and qualified, unless prior to that time they have resigned, retired or otherwise left office. At the Annual Meeting, twelve directors are to be elected to the Board of Directors. On September 7, 2018, we gave notice to the Company of our intention to nominate the Third Point Nominees to serve as directors of the Company.

We are seeking your proxy to vote for the election to the Board of Directors of twelve individuals — Franci Blassberg, Matthew Cohen, Sarah Hofstetter, Munib Islam, Lawrence Karlson, Bozoma Saint John, Kurt Schmidt, Raymond Silcock, David Silverman, Michael Silverstein, George Strawbridge, Jr. and William Toler.

Each of the Third Point Nominees has consented to being named a nominee in this Proxy Statement and has confirmed his or her willingness to serve on the Board of Directors if elected. The Third Point Entities do not expect that any of the Third Point Nominees will be unable to stand for election, but in the event that a vacancy in the slate of Third Point Nominees should occur unexpectedly because any Third Point Nominee is unable to serve on the Board of Directors or for good cause will not serve on the Board of Directors, the shares of Capital Stock represented by the WHITE proxy card will be voted for a substitute candidate selected by the Third Point Entities, to the extent this is not prohibited under the Company’s Amended and Restated By-Laws effective March 22, 2017 (the “Bylaws”) and applicable law, in each case in light of the specific facts and circumstances surrounding such substitution. Should the Third Point Entities determine that it is necessary to add nominees in accordance with the Bylaws and applicable law, whether because the Company expands the size of the Board of Directors subsequent to the date of this Proxy Statement or for any other reason, the Third Point Entities will supplement this Proxy Statement.

Directors will be elected by a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors, meaning that the twelve nominees receiving the most votes will be elected. Abstentions and broker non-votes, if any, will have no effect on the result of this vote.

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If elected, each Third Point Nominee would receive such directors’ fees as may be payable by the Company in accordance with its practice at the time. Except as described below, there are no understandings or arrangements between any of the Third Point Nominees or any other person pursuant to which the nominations are to be made by the Third Point Entities. Pursuant to nominee agreements entered into by each of the Third Point Nominees with Third Point, Third Point agreed to pay a fee of $50,000 to each Third Point Nominee (other than Messrs. Strawbridge, Islam and Cohen) for serving as a nominee and will indemnify each Third Point Nominee against certain potential liabilities that might arise in connection with such Third Point Nominee being named as a director nominee and related matters. Such fee and indemnification provisions of the nominee agreements only cover a nominee’s service as a nominee and not, if elected, as a director of the Company. Additional information concerning the Third Point Nominees is set forth in Appendix A to this Proxy Statement.

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Other Matters Likely to Be Considered at the Annual Meeting

We currently expect that at the Annual Meeting the stockholders will be asked to approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for fiscal 2019. Based on information contained in the Company’s 2017 annual meeting proxy statement (the “2017 Proxy Statement”) stockholder ratification is not required under the laws of the State of New Jersey or the Company’s Restated Certificate of Incorporation or By-laws but, as a matter of good corporate governance, the Board submits the proposal to stockholders. Even if the appointment is ratified, the Audit Committee may select a different audit firm at any time during the year if it determines that this would be in the best interests of the Company and its stockholders. The affirmative vote of a majority of the votes cast at the meeting is required for ratification. Abstentions will not be counted as votes cast on this proposal. According to the Company’s 2017 Proxy Statement, if the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another audit firm. We recommend that you vote “FOR” this proposal by checking the appropriate box and signing, dating and returning the enclosed WHITE proxy card.

Based on information contained in the Company’s 2017 Proxy Statement, it is expected that at the Annual Meeting the stockholders will be asked to vote, on an advisory basis, whether to approve the compensation of the Company’s named executive officers. Based on the Company’s 2017 Proxy Statement, the approval of this matter on an advisory basis requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast on this proposal. As set forth above in the section titled “Reasons for Our Solicitation” we believe the Company has performed poorly and we recommend voting “AGAINST” the advisory vote to approve the compensation of the Company’s named executive officers.

The accompanying WHITE proxy card includes a proposal ratifying the appointment of PwC as the Company’s independent registered public accounting firm for fiscal 2019 and a proposal regarding the approval on an advisory basis, of the compensation of the Company’s named executive officers; however, the proxy card can only be voted on these proposals if the proposals are actually presented at the Annual Meeting. You may vote for or against, or you may abstain from voting on, these proposals, and the accompanying WHITE proxy card will be voted on these proposals in accordance with your instructions thereon if these proposals are presented at the Annual Meeting. If you do not indicate any voting instruction, you will be deemed to have given a direction to vote the shares represented by the WHITE proxy card with “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm and “AGAINST” the possible approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Except as set forth in this Proxy Statement, including the possible ratification of the appointment of the Company’s independent registered public accounting firm and the possible approval, on an advisory basis, of the compensation of the Company’s named executive officers, the Third Point Entities are not aware of any other matter to be considered at the Annual Meeting. However, if the Third Point Entities learn of any other proposals made at a reasonable time before the Annual Meeting, the Third Point Entities will either supplement this Proxy Statement and provide stockholders with an opportunity to vote by proxy directly on such matters or will not exercise discretionary authority with respect thereto. If other proposals are made thereafter, the persons named as proxies on the WHITE proxy card solicited by the Third Point Entities will vote such proxies in their discretion.

The participants in this solicitation intend to vote their shares “FOR” the election of the Third Point Nominees, “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2019, and “AGAINST” the advisory resolution to approve executive compensation.

The Company has set the close of business on ● , 2018 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). The mailing address of the principal executive offices of the Company is One Campbell Place, Camden, New Jersey 08103. Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to the Company, as of the Record Date, there were ● shares of Capital Stock outstanding.

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INFORMATION ABOUT THE PARTICIPANTS

Third Point Entities

Daniel S. Loeb is the managing member of Third Point LLC and controls Third Point LLC’s business activities. The principal business of Mr. Loeb is to act as the managing member of Third Point LLC. Third Point LLC is organized as a limited liability company under the laws of the State of Delaware, and its principal business is to serve as investment manager or adviser to a variety of funds and managed accounts (such funds and accounts, the “Funds”), and to control the investing and trading in securities of the Funds. Third Point Partners Qualified L.P. is organized as a limited partnership under the laws of the State of Delaware, and its principal business is to invest and trade in securities. Third Point Partners L.P. is organized as a limited partnership under the laws of the State of Delaware, and its principal business is to invest and trade in securities. Third Point Offshore Master Fund L.P. is organized as an exempted limited partnership under the laws of the Cayman Islands, and its principal business is to invest and trade in securities. Third Point Ultra Master Fund L.P. is organized as an exempted limited partnership under the laws of the Cayman Islands, and its principal business is to invest and trade in securities. Third Point Enhanced LP is organized as an exempted limited partnership under the laws of the Cayman Islands, and its principal business is to invest and trade in securities. Third Point Advisors LLC is organized as a limited liability company under the laws of the State of Delaware, and its principal business is to serve as the general partner of Third Point Enhanced LP, Third Point Partners Qualified L.P. and Third Point Partners L.P. Third Point Advisors II LLC is organized as a limited liability company under the laws of the State of Delaware, and its principal business is to serve as the general partner of Third Point Offshore Master Fund L.P. and Third Point Ultra Master Fund L.P.

The Third Point Entities’ principal business address is 390 Park Avenue, 19th Floor, New York, NY 10022.

The Third Point Entities beneficially own an aggregate of 17,000,000 shares of Capital Stock, representing approximately 5.65% of the shares of Capital Stock as reported to be outstanding by the Company as of May 31, 2018.

Additional information concerning transactions in securities of the Company effected during the past two years by the Third Point Entities and the Third Point Nominees is set forth in Appendix B to this Proxy Statement.

Third Point Nominees

See the section titled “Matters to be considered at the Annual Meeting — Biographical Information Regarding the Third Point Nominees.”

Letter Agreement

On August 9, 2018, Third Point and Mr. George Strawbridge, Jr. entered into the Letter Agreement, pursuant to which, among other things, the parties agreed to coordinate certain efforts with respect to their investment in the Company. The Letter Agreement provides that Third Point will take the lead on all activities related to the parties’ pursuit of representation on the Board including: (i) the selection of individuals to serve as directors of the Company; provided, that, (x) if requested by Mr. Strawbridge, Third Point will include the three potential designees previously suggested by Mr. Strawbridge, subject to the completion of due diligence, including background checks and entry, if appropriate, into customary nomination agreements, and (y) Third Point will designate the remaining designees subject to the reasonable review of, including a review of background checks by Mr. Strawbridge; provided, that Third Point will consider additional designee suggestions from Mr. Strawbridge; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters (other than the designation of nominees for election to the Board), corporate transactions or otherwise; (iii) the conduct or settlement of any proxy contest, consent

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solicitation or similar actions involving the Company (other than the designation of nominees for election to the Board); (iv) the manner, form, content and timing of any communications with the Company as well as any public disclosures, public statements or other public communications, in each case relating to the Company, the Letter Agreement or the activities contemplated by the Letter Agreement (except to the extent such disclosure by Mr. Strawbridge is required by a regulatory filing, but subject to the Letter Agreement); and (v) the conduct of any litigation or investigation related to the Company or the activities contemplated by the Letter Agreement so long as, in each case, Mr. Strawbridge is not a party thereto; provided, however, that Third Point will not enter into any settlement or other agreement with the Company or its Board involving the governance of the Company (including board composition) or the pursuit of a corporate transaction involving the Company without the consent of Mr. Strawbridge, unless the settlement or agreement includes the addition to the Board of directors designated by each party that are reasonably acceptable to both parties to the Letter Agreement. A copy of the Letter Agreement is filed as Exhibit 1 to the Schedule 13D filed by Third Point on August 9, 2018.

Nominee Agreements

Pursuant to nominee agreements entered into by each of the Third Point Nominees with Third Point on September 6, 2018, Third Point agreed to pay a fee of $50,000 to each Third Point Nominee (other than Messrs. Strawbridge, Islam and Cohen) for serving as a nominee and will indemnify each of the Third Point Nominees against certain potential liabilities that might arise in connection with such Third Point Nominee being named as a director nominee and related matters. Such fee and indemnification provisions of the nominee agreements only cover a nominee’s service as a nominee and not, if elected, as a director of the Company.

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VOTING AND PROXY PROCEDURES

How do I vote by proxy?

If your shares are held in your name, you may vote by proxy as follows:

Vote by Telephone — Please call toll-free from the U.S. or Canada the phone number listed on your proxy card and follow the simple instructions provided. You will be required to provide the unique control number printed on your proxy card.

Vote by Internet — Please access the website linked on your proxy card and follow the simple instructions provided. Please note you must type an “s” after “http”. You will be required to provide the unique control number printed on your proxy card.

You may vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had executed a proxy card.

Vote by Mail — If you do not have access to a touch-tone telephone or to the Internet or wish to vote by mail, please sign, date and return the proxy card in the envelope provided, or mail to: Third Point LLC, c/o Okapi Partners, 1212 Avenue of the Americas, 24th Floor, New York, New York 10036.

The telephone and Internet voting procedures use a control number that appears on your WHITE proxy card to authenticate you as a stockholder of record and to allow you to confirm that your voting instructions have been correctly recorded. If you vote by telephone or Internet, you do not need to return the WHITE proxy card.

How do I vote shares that I hold through a broker, bank or other custodian?

If you hold shares through someone else, such as a broker, bank or other custodian, you will receive voting material from that firm. You can complete the WHITE voting form and return it as requested by the firm. If the firm offers Internet or telephone voting, the voting form will contain instructions on how to access and utilize those voting methods. If you hold your shares in a stock brokerage account or by a bank or other custodian, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other custodian and present it at the Annual Meeting.

What if I plan to attend the Annual Meeting, should I still submit a WHITE proxy card?

Yes. Whether or not you plan to attend the Annual Meeting, we urge you to submit a WHITE proxy card. Returning the enclosed proxy card will not affect your right to attend and vote at the Annual Meeting.

What if I want to revoke my proxy?

Any proxy may be revoked as to all matters covered thereby at any time prior to the time a vote is taken by (i) submitting a duly executed proxy bearing a later date or submitting a later proxy using the telephone or Internet voting procedures described above, (ii) filing a later-dated written revocation with the Secretary of the Company, or (iii) attending and voting at the Annual Meeting in person. Attendance at the Annual Meeting will not in and of itself constitute a revocation. If you hold your shares in a brokerage account or by a bank or other custodian, unless you have obtained a “legal proxy” from your bank, broker or other custodian, you will need to follow the instructions provided by your bank, broker or other custodian to revoke your voting form or submit a new voting form.

What should I do if I receive a proxy card solicited by the Company?

If you submit a proxy to us by signing and returning the enclosed WHITE proxy card, do not sign or return the proxy card solicited by the Company or follow any voting instructions provided by the Company unless you intend to change your vote, because only your latest-dated proxy will be counted.

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If you have already sent a proxy card to the Company, or voted for its nominees through telephone or Internet voting procedures, you may revoke that vote and provide your support to the Third Point Nominees by signing, dating and returning the enclosed WHITE proxy card or by following the instructions to vote by telephone or Internet described above.

Who can vote?

Holders of Capital Stock as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. If you are a stockholder of record on the Record Date, you will retain the voting rights in connection with the Annual Meeting even if you sell such shares after the Record Date. Accordingly, it is important that you vote the shares of Capital Stock held by you on the Record Date, or grant a proxy to vote such shares on the WHITE proxy card, even if you sell such shares after such date.

What is the required quorum?

The holders of record of a majority of the shares of the Capital Stock of the Company issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the Annual Meeting.

What vote is required for the proposals at the Annual Meeting?

Election of Directors — Based on the Company’s Bylaws, assuming that a quorum is present, in a contested election where the number of director nominees exceeds the number of directors to be elected, directors are elected by a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors, meaning that the twelve nominees receiving the most votes would be elected to the Board. Abstentions and broker non-votes, if any, will have no effect on the result of this vote.

Ratification of the Appointment of Accounting Firm — According to the Company’s 2017 Proxy Statement, assuming that a quorum is present, for the ratification of the appointment of PricewaterhouseCoopers LLP, the affirmative vote of the holders of a majority of the votes cast is required for approval. According to the Company’s 2017 Proxy Statement, abstentions will not be counted as votes cast on this proposal.

Advisory Vote on Executive Compensation — According to the Company’s 2017 Proxy Statement, although the vote is non-binding, assuming that a quorum is present, for the advisory vote on executive compensation, the affirmative vote of the holders of a majority of the votes cast is required for approval. According to the Company’s 2017 Proxy Statement, abstentions and broker non-votes will not be counted as votes cast on this proposal.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE THIRD POINT NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR FOLLOW THE INSTRUCTIONS ON YOUR WHITE PROXY CARD TO VOTE BY TELEPHONE OR VIA THE INTERNET.

Under applicable New Jersey law, none of the holders of Capital Stock are entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting.

If you sign and submit your WHITE proxy card without specifying how you would like your shares voted, your shares will be voted “FOR” the election of the Third Point Nominees and you will be deemed to have given a direction to vote the shares represented by the WHITE proxy card “FOR” the possible ratification of the appointment of the Company’s independent registered public accounting firm and “AGAINST” the possible approval, on an advisory basis, of the compensation of the Company’s named executive officers.

BY EXECUTING THE WHITE PROXY CARD YOU ARE AUTHORIZING THE PERSONS NAMED AS PROXIES TO REVOKE ALL PRIOR PROXIES ON YOUR BEHALF.

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SOLICITATION; EXPENSES

Proxies may be solicited by mail, advertisement, telephone, internet, e-mail, facsimile, other media and personal solicitation by the Third Point Entities and by the Third Point Nominees. No additional compensation will be paid to the Third Point Entities or to the Third Point Nominees for the solicitation of proxies. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the Third Point Entities’ solicitation material to their customers for whom they hold shares, and the Third Point Entities will reimburse them for their reasonable out-of-pocket expenses.

Third Point has retained Okapi Partners LLC (“Okapi”) to assist in the solicitation of proxies and for related services. Third Point will pay Okapi an estimated fee of up to $625,000 and has agreed to reimburse Okapi for certain out-of-pocket fees and expenses and to indemnify Okapi against certain liabilities and expenses, including reasonable legal fees and related charges. Third Point has agreed to pay an additional discretionary fee to Okapi, the amount of which is to be determined in the sole discretion of Third Point, upon conclusion of a proxy campaign. Okapi will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Approximately 135 persons will be used by Okapi in its solicitation efforts.

The entire expense of preparing, assembling, printing and mailing this Proxy Statement and related materials and the cost of soliciting proxies will be borne by the Third Point Entities. To the extent legally permissible, if successful in the election of one or more of the Third Point Nominees, we currently intend to seek reimbursement from the Company for the costs of this solicitation. We do not currently intend to submit the question of such reimbursement to a vote of the stockholders of the Company.

The Third Point Entities estimate that the total expenditures relating to its proxy solicitation incurred by the Third Point Entities will be approximately $●, approximately $800,000 of which has been incurred to date. Such costs include fees paid to certain of the Third Point Nominees (as described under in the section titled “Information About the Participants — Nominee Agreements”) but do not include legal fees and expenses in connection with any potential litigation.

If you have any questions concerning this Proxy Statement or the procedures to be followed to execute and deliver a proxy, please contact Okapi at the address or phone number specified above.

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INFORMATION ABOUT THE COMPANY

Based upon documents publicly filed by the Company, the mailing address of the principal executive offices of the Company is One Campbell Place, Camden, New Jersey 08103.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, in accordance therewith, is required to file reports, proxy statements and other information with the SEC. Reports, registration statements, proxy statements and other information filed by the Company with the SEC may be inspected at, and copies may be obtained from, the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the Internet ( http://www.sec.gov ) where reports, proxy and information statements and other information regarding issuers and others that file electronically with the SEC may be obtained free of charge.

The Third Point Entities have omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Company’s proxy statement, in reliance on Rule 14a-5(c) of the Exchange Act. Such disclosure includes Item 1 of Schedule 14A (date, time and place of the Annual Meeting), Item 5 of Schedule 14A (interest of certain persons in matters to be acted upon, other than the Third Point Nominees and Third Point Entities), Item 6 of Schedule 14A (voting securities and principal holders thereof, other than the Third Point Nominees and Third Point Entities), Item 7 of Schedule 14A (directors and executive officers, other than the Third Point Nominees), Item 8 of Schedule 14A (compensation of directors and executive officers), Item 9 of Schedule 14A (independent public accountants), information concerning the proposal regarding the possible approval, on an advisory basis, of the compensation of the Company’s named executive officers, the date by which proposals of stockholders intended to be presented at the 2019 annual meeting of stockholders of the Company must be received by the Company in order to be included in the Company’s proxy materials for that meeting and the date after which stockholder proposals for the 2019 annual meeting of stockholders of the Company will be considered untimely. Please refer to the Company’s proxy statement for such information. Except as otherwise noted herein, the information in this Proxy Statement concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information. Although the Third Point Entities do not have any knowledge indicating that any statement contained herein is untrue, we do not take any responsibility, except to the extent imposed by law, for the accuracy or completeness of statements taken from public documents and records that were not prepared by or on behalf of the Third Point Entities, or for any failure by the Company to disclose events that may affect the significance or accuracy of such information.

CERTAIN EFFECTS OF THE SOLICITATION

If Third Point is successful in electing Third Point Nominees that represent a majority of the Board at the Annual Meeting, then a “change in control” of the Board may be deemed to have occurred. Based on a review of the Company’s publicly available documents and the Company’s 2017 Proxy Statement, such a change in control would trigger potential “double-trigger” provisions under certain of the Company’s plans and agreements, including:

Pursuant to the terms of the Company’s floating rate notes due 2020, floating rate notes due 2021, 3.300% notes due 2021, 3.650% notes due 2023, 3.300% notes due 2025, 3.950% notes due 2025, 4.150% notes due 2028 and 4.800% notes due 2048 (collective, the “Notes”) if the Company experiences a “change of control” and corresponding ratings downgrade below investment grade by each of the ratings agencies within 60 days following the earlier of the occurrence of a “change of control” and the first public announcement of the occurrence of a change of control or the Company’s intention to effect a “change of control” unless the Company has exercised its right to redeem all of the notes of such series, each holder of notes of such series will have the right to require the Company to purchase all or a portion of such holder’s notes of such series at a purchase price in cash equal to 101 % of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. A “change of control” occurs on the first day on which a majority of the members of the Company’s Board of Directors are not “continuing directors.” A “continuing director” is a member of the Company’s Board of Directors who (1) was a member of Company’s Board of Directors on the date of the issuance of the Notes (March 16, 2018 (or March 19, 2015 in the case of the 3.300% notes due 2025)), or (2) was nominated for election or elected to the Company’s Board of Directors with the approval of a majority of the “continuing directors” who were members of Company’s Board of Directors at the time of such nomination or election (either by a specific vote or by approval of a proxy statement in which such member was named as a nominee for election as a director). Pursuant to the terms of the Notes, the corresponding ratings downgrade below investment grade will only occur if each rating agency making the reduction in rating publicly announces (or confirms or informs the trustee of the notes at the Company’s request) that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the “change of control.” However, the Continuing Directors are entitled to approve the Third Point Nominees for purposes of the Company’s Notes, which would prevent the Company from being forced to offer to repurchase its outstanding Notes if it experiences such “change of control” and corresponding ratings downgrade below investment grade as a result of the election of a number of the Third Point Nominees that represent a majority of the Board.

Pursuant to the Company’s three-year term loan credit agreement, dated December 29, 2017, and the Company’s five-year credit agreement, dated December 9, 2016 (together, the “Credit Agreements”), if the Company experiences a “change of control” and corresponding ratings downgrade below investment grade by each of the ratings agencies within 60 days following the earlier of the occurrence of a “change of control” and

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the first public announcement of the occurrence of a change of control or the Company’s intention to effect a “change of control” then, an “Event of Default” shall occur entitling the lenders to accelerate the outstanding obligations thereunder. Similar to the Notes, a “change of control” occurs on the first day on which a majority of the members of the Company’s Board of Directors are not “continuing directors.” A “continuing director” is a member of the Company’s Board of Directors who (1) was a member of Company’s Board of Directors on, for purposes of the three-year term loan credit agreement, the effective date thereof, and for purposes of the five-year credit agreement, December 9, 2016, or (2) was nominated for election or elected to the Company’s Board of Directors with the approval of a majority of the “continuing directors” who were members of Company’s Board of Directors at the time of such nomination or election (either by a specific vote or by approval of a proxy statement in which such member was named as a nominee for election as a director). Pursuant to the terms of the term loan credit agreement, the corresponding ratings downgrade below investment grade will only occur if each rating agency making the reduction in rating publicly announces (or confirms or informs the administrative agent at the Company’s request) that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the “change of control.” However, the Continuing Directors are entitled to approve the Third Point Nominees for purposes of the Credit Agreements, which would prevent the lenders from accelerating the outstanding obligations thereunder if the Company experiences such “change of control” and corresponding ratings downgrade below investment grade as a result of the election of a number of the Third Point Nominees that represent a majority of the Board.

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FORWARD LOOKING STATEMENTS

This Proxy Statement may include forward-looking statements that reflect the Third Point Entities’ current views with respect to future events. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” or similar words are often used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. Any forward-looking statements made in this Proxy Statement are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Third Point Entities will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business, operations or financial condition. Except to the extent required by applicable law, the Third Point Entities undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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APPENDIX A

INFORMATION CONCERNING PARTICIPANTS AND THEIR ASSOCIATES IN THE PROXY SOLICITATION

The following sets forth the names and the number of shares of Capital Stock of the Company beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) as of 4:00 p.m., Eastern time, on September 14, 2018 by each of the Third Point Entities and the Third Point Nominees. All percentages are based on the 300,645,629 shares of Capital Stock outstanding as of May 31, 2018, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2018.

A-1

Except as set forth in this Proxy Statement, including in the Appendices hereto, to the best knowledge of the Third Point Entities, none of the Third Point Entities, any of the persons participating in this solicitation on behalf of the Third Point Entities, any of the Third Point Nominees nor any associate of any of the foregoing persons (i) has any interest in any matter to be acted upon at the Annual Meeting, (ii) owns beneficially, directly or indirectly, or has the right to acquire, any securities of the Company or any parent or subsidiary of the Company, (iii) owns any securities of the Company of record but not beneficially, (iv) has purchased or sold any securities of the Company within the past two years, (v) is or has been a party to any contract, arrangement or understanding with respect to any securities of the Company within the past year, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies, (vi) has any arrangement or understanding with respect to future employment by the Company or with respect to any future transactions to which the Company or any of its affiliates will be or may be a party, (vii) has incurred indebtedness for the purpose of acquiring or holding securities of the Company, (viii) has been indebted to the Company or any of its subsidiaries since the beginning of the Company’s last fiscal year, or (ix) has engaged in or had a direct or indirect interest in any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000. In addition, except as set forth in this Proxy Statement or in the Appendices hereto, to the best knowledge of the Third Point Entities, none of the Third Point Entities, any of the persons participating in this solicitation on behalf of the Third Point Entities, any of the Third Point Nominees, nor any associate of any of the foregoing persons has had or is deemed to have a direct or

A-2

indirect material interest in any transaction with the Company since the beginning of the Company’s last fiscal year, or in any proposed transaction, to which the Company or any of its affiliates was or is a party.

Except as set forth in this Proxy Statement, including in the Appendices hereto, none of the corporations or organizations in which any of the Third Point Nominees has conducted his or her principal occupation or employment was a parent, subsidiary or other affiliate of the Company, and none of the Third Point Nominees holds any position or office with the Company, has any family relationship with any executive officer or director of the Company or each other, or has been involved in any legal proceedings of the type required to be disclosed by the rules governing this solicitation. Except as set forth in this Proxy Statement, including in the Appendices hereto, to the knowledge of the Third Point Nominees, there are no material proceedings to which any Third Point Nominee, or any of their associates, is a party adverse to the Company or any of its subsidiaries, or in which any of the Third Point Nominees or any of their associates has a material interest adverse to the Company or any of its subsidiaries.

During the past ten years, none of the Third Point Nominees was involved in any event that would be required to be disclosed under Item 401(f) of Regulation S-K, promulgated by the SEC under the Exchange Act.

During the last fiscal year, neither any Third Point Nominee nor a Third Point Entity has failed to file reports related to the Company that are required by Section 16(a) of the Exchange Act.

The Third Point Entities and their associates and affiliates may effect purchases of shares of Capital Stock through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Capital Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Capital Stock.

To the best knowledge of the Third Point Entities, the Third Point Entities believe that each of the Third Point Nominees are independent under the applicable New York Stock Exchange corporate governance rules.

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APPENDIX B

CAPITAL STOCK TRANSACTIONS IN CAMPBELL SOUP COMPANY ⁶

The following tables set forth information with respect to all purchases and sales of Capital Stock by the Third Point Entities and their associates, affiliates and the Third Point Nominees during the past two years (amounts in parentheses indicate a sale of shares):

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14