Campbell Soup Company

12/02/2021 | Press release | Distributed by Public on 12/02/2021 15:39

Submission of Matters to a Vote of Security Holders - Form 8-K

cpb-20211201

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):
December 1, 2021
CAMPBELL SOUP COMPANY
New Jersey 1-3822 21-0419870
State of Incorporation Commission File Number I.R.S. Employer
Identification No.
One Campbell Place
Camden, New Jersey08103-1799
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Capital Stock, par value $.0375 CPB New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 - Submission of Matters to a Vote of Security Holders
Campbell Soup Company ("Campbell") held its Annual Meeting of Shareholders on December 1, 2021. The final results of voting with respect to each matter of business are set forth below.
Management Proposals:
1. Election of Directors
The nominees for election to the Board of Directors ("Board") were elected, each until the next Annual Meeting of Shareholders or their earlier resignation or retirement. For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:
Director
For
Against
Abstain
Broker Non-Votes
Fabiola R. Arredondo
256,443,156
3,012,638
831,715
16,489,076
Howard M. Averill
256,440,003
2,799,888
1,047,618
16,489,076
John P. (JP) Bilbrey
257,007,623
2,413,010
866,876
16,489,076
Mark A. Clouse
257,775,808
1,531,028
980,673
16,489,076
Bennett Dorrance
254,448,368
5,006,411
832,730
16,489,076
Maria Teresa (Tessa) Hilado
255,887,284
3,622,073
778,152
16,489,076
Grant H. Hill
257,680,052
1,644,861
962,596
16,489,076
Sarah Hofstetter
256,494,706
2,987,421
805,382
16,489,076
Marc B. Lautenbach
256,517,197
2,712,081
1,058,231
16,489,076
Mary Alice D. Malone
254,499,333
5,038,107
750,069
16,489,076
Keith R. McLoughlin
257,574,481
1,763,839
949,189
16,489,076
Kurt T. Schmidt
257,283,090
2,072,463
931,956
16,489,076
Archbold D. van Beuren
253,924,573
5,574,453
788,483
16,489,076

2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2022
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2022 was approved. The votes cast for and against this proposal, as well as the abstentions were as follows:
For
Against
Abstain
266,145,512
9,627,831
1,003,242
There were no broker non-votes for this proposal.

3. Advisory Vote on Fiscal 2021 Executive Compensation
The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2021 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
For
Against
Abstain
Broker Non-Votes
245,558,588
13,484,371
1,244,550
16,489,076

Shareholder Proposals:
4. Simple Majority Vote
A non-binding shareholder proposal requesting that the Board replace supermajority voting provisions in Campbell's Restated Certificate of Incorporation and By-Laws with simple majority voting provisions was not approved. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
For
Against
Abstain
Broker Non-Votes
106,645,145
152,805,052
837,312
16,489,076

5. Virtual Shareholder Meetings
A non-binding shareholderproposal requesting that Campbell adopt a policy, and amend its governing documents as necessary, to ensure that all shareholder meetings be held, either in whole or in part, through virtual means was not approved. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
For
Against
Abstain
Broker Non-Votes
59,907,194
199,577,191
803,124
16,489,076


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAMPBELL SOUP COMPANY
Date: December 2, 2021 By: /s/ Charles A. Brawley, III
Charles A. Brawley, III
Vice President, Corporate Secretary and Deputy General Counsel