8-K

CAMPBELL'S Co (CPB)

8-K 2023-12-01 For: 2023-11-29
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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 29, 2023

Campbell_s_Script_red_RGB.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 classTrading Symbol(s)Name of each exchange on which registeredCapital Stock, par value $.0375CPBNew 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" or "Company") held its Annual Meeting of Shareholders on November 29, 2023. 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 (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 251,115,007 1,127,166 179,811 20,962,197
Howard M. Averill 250,230,811 1,986,133 205,040 20,962,197
Mark A. Clouse 251,335,126 909,252 177,606 20,962,197
Bennett Dorrance, Jr. 250,425,038 1,812,269 184,677 20,962,197
Maria Teresa (Tessa) Hilado 251,183,101 1,062,062 176,821 20,962,197
Grant H. Hill 248,789,854 3,366,530 265,600 20,962,197
Sarah Hofstetter 249,821,872 2,409,857 190,255 20,962,197
Marc B. Lautenbach 249,945,185 2,220,474 256,325 20,962,197
Mary Alice D. Malone 245,840,419 6,305,508 276,057 20,962,197
Keith R. McLoughlin 248,871,085 3,359,984 190,915 20,962,197
Kurt T. Schmidt 248,850,710 3,300,226 271,048 20,962,197
Archbold D. van Beuren 244,864,174 7,337,538 220,272 20,962,197
  1. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2024

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2024 was approved. The votes cast for and against this proposal as well as the abstentions were as follows:

For Against Abstain
263,122,309 10,007,607 254,265
  1. Advisory Vote on Fiscal 2023 Executive Compensation

The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2023 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
239,355,221 12,675,112 391,535 20,962,197
  1. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

A majority of the shareholders voted for "One Year" for the advisory vote on the frequency of future advisory votes on executive compensation. The votes cast for one year, two years and three years well as the abstentions and broker non-votes were as follows:

One Year Two Years Three Years Abstain Broker Non-Votes
215,417,145 235,010 36,469,870 299,959 20,962,197

After considering the results, and consistent with its own recommendation, the Board has determined to provide Campbell shareholders with an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.

Shareholder Proposals:

  1. Cage-Free Egg Conversion Plan Progress Report

A non-binding shareholder proposal requesting that the Company provide a report detailing its conversion plans for achieving compliance with its cage-free egg commitment by 2025. 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
16,455,178 233,898,313 2,068,490 20,962,197
  1. 401(k) Retirement Fund Investment Report

A non-binding shareholder proposal requesting that the Board provide a report assessing how the Company is protecting 401(k) retirement fund plan beneficiaries - especially those with a longer investment time horizon - from increased future portfolio risk created by present-day investments in high-carbon companies. 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
19,001,601 220,527,889 12,892,394 20,962,197

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 1, 2023 By: /s/ Charles A. Brawley, III
Charles A. Brawley, III
Executive Vice President, General Counsel and Corporate Secretary