8-K

CAMPBELL'S Co (CPB)

8-K 2025-11-19 For: 2025-11-18
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Added on April 11, 2026

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):

November 18, 2025

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THE CAMPBELL'S COMPANY

New Jersey 1-3822 21-0419870
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer<br>Identification No.)

One Campbell Place

Camden, New Jersey 08103-1799

Principal Executive Offices

Telephone Number: (856) 342-4800

Not Applicable

(Former name or former address, if changed since last report.)

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 classTrading Symbol(s)Name of each exchange on which registeredCapital Stock, par value $.0375CPBThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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

The Campbell’s Company ("Campbell" or "Company") held its Annual Meeting of Shareholders on November 18, 2025. The final results of voting with respect to all matters of business are set forth below.

Management Proposals:

  1. Election of Directors

The nominees for election to the Board of Directors (the “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 246,640,251 1,271,534 609,464 20,069,551
Howard M. Averill 246,557,437 1,352,497 611,315 20,069,551
Mick J. Beekhuizen 247,171,847 739,229 610,173 20,069,551
Bennett Dorrance, Jr. 246,083,863 1,816,288 621,098 20,069,551
Maria Teresa (Tessa) Hilado 246,542,149 1,360,119 618,981 20,069,551
Grant H. Hill 246,889,991 909,079 722,179 20,069,551
Sarah Hofstetter 246,765,345 1,034,762 720,761 20,069,551
Marc B. Lautenbach 242,002,044 5,935,197 584,008 20,069,551
Mary Alice D. Malone, Jr. 246,926,258 990,419 604,191 20,069,551
Keith R. McLoughlin 245,620,051 2,287,872 613,326 20,069,551
Kurt T. Schmidt 246,923,625 977,630 619,994 20,069,551
Archbold D. van Beuren 224,981,304 22,955,733 584,212 20,069,551
  1. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2026 was approved. The votes cast for and against this proposal as well as the abstentions were as follows:

For Against Abstain
263,209,145 4,764,138 617,517
  1. Advisory Vote on Fiscal 2025 Executive Compensation

The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2025 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
245,005,925 2,681,633 833,691 20,069,551

Shareholder Proposals:

  1. Simple Majority Vote

A non-binding shareholder proposal requesting that the Board replace supermajority voting provisions in the Company’s governing documents 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
107,793,720 139,770,479 956,991 20,069,551
  1. Regenerative Agriculture Program Report

A non-binding shareholder proposal regarding a report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes 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
26,495,290 218,752,301 3,273,658 20,069,551

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.

THE CAMPBELL'S COMPANY
Date: November 19, 2025 By: /s/ Charles A. Brawley, III
Charles A. Brawley, III
Executive Vice President, General Counsel and Corporate Secretary