8-K

CAMPBELL'S Co (CPB)

8-K 2021-12-02 For: 2021-12-01
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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):

December 1, 2021

cpb-20211201_g1.jpg

CAMPBELL SOUP COMPANYNew Jersey1-382221-0419870State of IncorporationCommission File NumberI.R.S. EmployerIdentification 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))

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
  1. 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.

  1. 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:

  1. 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
  1. Virtual Shareholder Meetings

A non-binding shareholder proposal 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