CAMPBELL'S Co DEF 14A, filed Oct 7, 2026

CAMPBELL'S Co (CPB)

DEF 14A 2026-10-07 For: 2026-11-17

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Added on October 07, 2026

About this DEF 14A

CAMPBELL'S Co filed this DEF 14A on October 7, 2026.

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PROXY VOTING Your vote is extremely important. Even if you plan to attend the live webcast of the annual meeting, please vote as soon as possible using the Internet, by telephone, or by completing, signing, dating and returning your proxy card.


			Using the Internet and voting at the website listed on the proxy card or the e‑proxy notice;


			Using the toll‑free phone number listed on the proxy card or voting instruction form; or


			Signing, dating and mailing the proxy card or voting instruction form in the enclosed postage‑paid envelope.


PROXY STATEMENT SUMMARY			4

202 6 ANNUAL MEETING INFORMATION			12

ITEM 1 — ELECTION OF DIRECTORS			15
DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION			15
DIRECTOR NOMINEES			17

CORPORATE GOVERNANCE POLICIES AND PRACTICES			24
BOARD LEADERSHIP STRUCTURE			24
DIRECTOR INDEPENDENCE			24
MAJORITY VOTING			25
PROCESS FOR NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES			25
EVALUATIONS OF BOARD PERFORMANCE			26
TRANSACTIONS WITH RELATED PERSONS			26
BOARD OVERSIGHT OF ENTERPRISE RISK			27
INFORMATION SECURITY			28
CORPORATE RESPONSIBILITY AND SUSTAINABILITY			28
SHAREHOLDER ENGAGEMENT			30
DIRECTOR ORIENTATION AND CONTINUING EDUCATION			30
DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS			30
CODE OF ETHICS			30
COMMUNICATING WITH THE BOARD			30
BOARD MEETINGS AND COMMITTEES			31
COMPENSATION OF DIRECTORS			33

ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36

ITEM 3 — ADVISORY VOTE ON FISCAL 202 6 EXECUTIVE COMPENSATION			39

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)			40
COMPENSATION AND ORGANIZATION COMMITTEE REPORT			56

EXECUTIVE COMPENSATION TABLES			57
CEO PAY RATIO DISCLOSURE			71
PAY VERSUS PERFORMANCE DISCLOSURE			72

ITEM 4 — A MENDMENT AND RESTATEMENT OF THE COMPANY’S 2022 LONG-TERM INCENTIVE PLAN			75

ITEM 5 — SHAREHOLDER PROPOSAL - REGENERATIVE AGRICULTURE PROGRAM REPORT			82

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS			84
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS			84
PRINCIPAL SHAREHOLDERS			85
DELINQUENT SECTION 16(a) REPORTS			85

OTHER INFORMATION			86
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 202 7 ANNUAL MEETING			86
OTHER MATTERS			86

APPENDIX A			A-1
NON-GAAP FINANCIAL MEASURES			A-1
APPENDIX B			B-1



2026 Annual Meeting Information		Meeting Agenda

Date	November 17, 2026	Proposals ■Election of 12 Board-recommended director nominees to the Board of Directors for a one-year term ■Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2027 ■“Say on Pay” advisory resolution to approve fiscal 2026 executive compensation ■Approval of an amendment and restatement of the Company’s 2022 Long-Term Incentive Plan ■A shareholder proposal regarding a report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes, if properly presented at the 2026 Annual Meeting ■Transact other business that may properly come before the meeting
Time	9:00 a.m. Eastern Time
Location	Live Webcast at: https://meetnow.global/CPB2026
Record Date	September 23, 2026
Admission	To attend the live webcast of the 2026 Annual Meeting, you will need to log in to https://meetnow.global/CPB2026 and use the 15-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form.
Stock Symbol	CPB
Stock Exchange	The Nasdaq Stock Market LLC (“Nasdaq”)
Corporate Website	www.thecampbellscompany.com



How to Vote


Even if you plan to attend the live webcast of the 2026 Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see page 12 for additional details). If you are voting via the Internet or by telephone, be sure to have your proxy card or voting instruction form in hand and follow the instructions. You can vote any of three ways:	Internet Using the Internet and voting at the website listed on the proxy card or e-proxy notice.	Telephone Using the toll-free phone number listed on the proxy card/voting instruction form.	Mail Signing, dating and mailing the proxy card in the enclosed postage paid envelope.



Director and Committee Independence			■11 of 12 director nominees are independent ■4 fully independent Board committees: Audit, Compensation and Organization, Finance and Corporate Development and Governance
Board Accountability			■Annual election of directors ■Simple majority voting standard in uncontested elections ■Shareholder ability to act by written consent and call special meeting
Board Leadership			■Independent Board Chair
Board Evaluation and Effectiveness			■Annual Board and Committee self‑assessments ■Annual director evaluations ■Annual independent director evaluation of the Board Chair and the CEO
Board Refreshment and Composition			■Balance of new and experienced directors, with tenure of independent director nominees averaging 8.6 years ■Added 4 new independent directors since the beginning of 2020 ■Average age of independent director nominees is 60.5 years
Director Engagement			■All directors attended at least 90% of Board and Committee meetings in fiscal 2026 ■Corporate Governance Standards limit director membership on other public company boards ■Shareholder ability to contact directors (as described on page 30)
Director Access			■Significant interaction with senior business leaders through regular business reviews and Board presentations ■Directors have access to senior management and other employees ■Directors have the ability to hire outside experts and consultants as they deem necessary
Clawback and Anti‑Hedging Policies			■Clawback policies that provide for mandatory recoupment of incentive compensation upon an accounting restatement and discretionary recoupment under certain circumstances outside of an accounting restatement ■Performance share award agreements allow clawback for a breach of a duty of loyalty ■Insider Trading Policy prohibits all directors, officers and employees from engaging in any hedging investments involving Campbell’s stock
Share Ownership			■Robust stock ownership guidelines for directors and executive officers ◦CEO required to hold shares equivalent to 6x salary ◦Other executive officers are required to hold shares equivalent to 3.5x salary ◦Directors required to hold shares equivalent to 5x the cash portion of their annual retainer within five years of first joining the Board



ITEM 2: RATIFICATION OF AUDITORS

Based on the Audit Committee’s assessment of PricewaterhouseCoopers LLP’s performance, qualifications and independence, it believes their re‑appointment for fiscal 2027 is in the best interests of the Company and its shareholders. Shareholder ratification of the appointment is not required under the laws of the State of New Jersey or our Restated Certificate of Incorporation or By‑Laws, but as a matter of good corporate governance, the Board is submitting this proposal to shareholders. 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 shareholders.



ITEM 4: AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2022 LONG-TERM INCENTIVE PLAN



			■Skills, leadership experience and professional expertise. The Governance Committee is committed to having an experienced and qualified Board that has the collective skills, leadership experience and professional expertise gained through work experience and board service, in areas relevant to Campbell’s, such as: ◦Business Operations/Leadership - Is or has been the Chief Executive Officer, Chief Operating Officer or other C‑suite officer of a large public or private corporation. Directors with C‑suite leadership experience demonstrate a practical understanding of strategy, risk management, talent management and how large organizations operate. ◦Food/Consumer Products Industry - Has experience in the food or consumer products industry, or other complementary field, such as retail. Directors with experience in dealing with consumers, particularly in the areas of producing and selling products or services to consumers, provide valuable market and consumer insights, as well as contribute a broad understanding of industry trends. ◦Marketing, Digital, Brand Management/Sales - Has experience in marketing, digital marketing, data analytics, brand management, marketing strategy or sales. Directors with experience identifying, developing and marketing new products, as well as identifying new areas for existing products or implementing new technologies to drive efficiencies, can positively impact the Company’s operational results, including by helping the Company understand and anticipate new customer channels and evolving marketing practices. ◦Strategic Transactions - Has experience with complex strategic transactions, including mergers, acquisitions and divestitures, as well as the successful integration of acquired businesses. Directors who have experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration, will provide guidance and oversight as the Company implements its strategy. ◦Finance/Capital Allocation - Has experience allocating capital resources across a large, complex enterprise. Having directors with experience allocating capital for large and complex enterprises is important to achieving our financial and strategic objectives, as these individuals provide valuable insights as the Company continues to reduce costs, optimize its manufacturing network and efficiently allocate capital. ◦Financial Expertise/Accounting - Has experience in and an understanding of financial reporting and accounting processes and complex financial transactions. Directors with an understanding of financial reporting and accounting processes, particularly in large, global businesses, are essential for ensuring effective oversight of the Company’s financial measures and processes.



			◦Information Technology/Security - Has experience with information technology and security. Directors with expertise in information technology and security provide helpful oversight with respect to cybersecurity matters and the use of emerging technologies and modernization of the Company’s technology infrastructure to enhance the efficiency of our operations. ◦Significant/Long‑Term Shareholder - Has the perspective of an investor who is interested in the long‑term prospects of the Company. A director who is also a long‑term, significant shareholder of the Company is aligned with our shareholders by being focused on the long‑term health and vitality of the Company and establishing a solid foundation for future growth and profitability. ◦Public Company Board/Corporate Governance Experience - Has sufficient applicable experience to understand the corporate governance of sophisticated public or private entities, including the legal and other responsibilities of an independent director of a U.S.-based public company. Good corporate governance accompanies and greatly aids the Company’s long‑term business success and furthers the goals of greater transparency and accountability. ◦Sustainability/Human Capital Management - Has experience in sustainability, social responsibility or human capital management issues. Environmental stewardship and successful people management are values embedded in our culture and fundamental to our business. Directors with experience and exposure in identifying the risks and opportunities in these areas can help the Company identify long-term value‑creation strategies through a responsible and sustainable business model. ■Enhancing the Board’s composition. Although the Board does not have a specific diversity policy, the Governance Committee takes into account a nominee’s ability to contribute to the diversity of skills, backgrounds, perspectives and experience of the Board. For this year’s election, the Board has nominated 12 individuals who bring valuable viewpoints to the Board. Their collective experience covers a wide range of countries, geographies and industries. The Board’s 12 director nominees range in age from 43 to 70. Four of these director nominees, or approximately 33%, are women. Three of these director nominees, or approximately 25%, are ethnically diverse. ■Ensuring a balanced mix of tenures. The Governance Committee believes it is important to maintain a mix of experienced directors with a deep understanding of our business and others who bring a fresh perspective. We have added four new independent directors since 2020. The average tenure of our independent director nominees is approximately 8.6 years. ■Complying with applicable independence standards and policies on conflicts. The Governance Committee considers potential competitive restrictions, other positions the director has held or holds (including other board memberships) and director independence. It believes that any nominee for election to the Board should be willing and able to devote the proper time and attention to fulfill the responsibilities of a director and have no conflicts of interest arising from other relationships or obligations.



			YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE FOLLOWING NOMINEES



Director Since: 2017 Age: 59 Independent Director Committee Memberships: •Audit •Finance and Corporate Development						FABIOLA R. ARREDONDO Biography Fabiola R. Arredondo has been the Managing Partner of Siempre Holdings, a private, single family investment office based in Greenwich, Connecticut, since 2001. Ms. Arredondo previously held senior operating roles at Yahoo! Inc., the British Broadcasting Corporation (BBC) and Bertelsmann SE & Co. KGaA. Ms. Arredondo received a bachelor’s degree in political science from Stanford University, and a master of business administration from Harvard Business School.



						Skills and Qualifications Ms. Arredondo brings a wealth of domestic and international operational and strategic experience as a former senior executive in the digital technology and media fields to the Campbell’s Board. She also has extensive public, private and non-profit board experience in a number of relevant areas, including business model transformations, investment acquisition, integration and disposition skills, and the development of e-commerce distribution networks and effective digital marketing and sales initiatives.



						Other Public Company Boards Fair Isaac Corporation (FICO), 2020 – present Burberry plc, 2015 – 2025



Director Since: 2017 Age: 62 Independent Director Committee Memberships: •Audit (Chair) •Finance and Corporate Development						HOWARD M. AVERILL Biography Howard M. Averill served as Executive Vice President and Chief Financial Officer of Time Warner Inc., a global media and entertainment company, from January 2014 until June 2018. Mr. Averill previously served as Executive Vice President, Chief Financial Officer of Time Inc. from 2007 through the end of 2013. Prior to joining Time Inc., Mr. Averill spent 10 years at NBC Universal in a variety of financial roles. Earlier in his career, Mr. Averill worked in strategic planning for PepsiCo, Inc. Mr. Averill received a bachelor’s degree in economics from the University of Vermont, and a master of business administration with a concentration in finance from the Kenan-Flagler Business School at the University of North Carolina – Chapel Hill.



						Skills and Qualifications Mr. Averill has significant executive leadership experience, particularly in the areas of finance, accounting, mergers and acquisitions, and strategic planning. As a result of his executive position with a leading media and entertainment company, Mr. Averill also brings digital media expertise and knowledge of information technology and security to the Campbell’s Board.



						Other Public Company Boards None in the past 5 years


Tenure of Independent Director Nominees


Age of Independent Director Nominees


			Strategic Transactions


			Finance/Capital Allocation



Director Since: 2025 Age: 50 President and Chief Executive Officer						MICK J. BEEKHUIZEN President and Chief Executive Officer of The Campbell’s Company Biography Mick J. Beekhuizen was named President and Chief Executive Officer and a Director of The Campbell’s Company effective February 1, 2025. Prior to this role, Mr. Beekhuizen served as Executive Vice President and President, Meals & Beverages from February 2023 to January 2025 and Executive Vice President and Chief Financial Officer from September 2019 to February 2023. Mr. Beekhuizen previously served as Executive Vice President and Chief Financial Officer at Chobani LLC from March 2016 until September 2019. He also spent 13 years with Goldman Sachs in roles including Managing Director in the merchant banking division. Mr. Beekhuizen graduated from the University of Twente in the Netherlands with a master of science degree in industrial engineering and management.



						Skills and Qualifications Mr. Beekhuizen is an accomplished leader with a record of financial, commercial and operational excellence. He brings executive leadership experience, financial acumen, and nearly a decade of food industry experience to the Campbell’s Board. His extensive experience provides him with valuable insights about our business and our industry.



						Other Public Company Boards None in the past 5 years



Director Since: 2022 Age: 55 Independent Director Committee Memberships: •Audit •Governance						BENNETT DORRANCE, JR. Biography Bennett Dorrance, Jr. is a managing director for the DFE Trust Company, board member of DMB Associates and president of the Dorrance Family Foundation, which supports education, natural resource conservation and programs that improve quality of life in Arizona, California and Hawaii. He is the owner/operator of Touching the Earth Farm and the Kohala Village hub, a founding partner in Memorial Reefs International and a board member for Hawai’i Institute of Pacific Agriculture – organizations that work towards a more resilient world. Bennett received a bachelor’s degree in art history from Princeton University and a master’s degree in sustainable leadership from Arizona State University.



						Skills and Qualifications Mr. Dorrance, Jr. brings expertise in entrepreneurship, with focus on sustainability, land management, and health and wellness. His master’s degree in sustainable leadership gives him a strong grounding in sustainability. In addition, as a descendent of The Campbell’s Company’s founder and a significant shareholder, Mr. Dorrance, Jr. has extensive knowledge of Campbell’s history, organization and culture.



						Other Public Company Boards None in the past 5 years



Director Since: 2018 Age: 62 Independent Director Committee Memberships: •Audit •Finance and Corporate Development (Chair)						MARIA TERESA (TESSA) HILADO Biography Maria Teresa (Tessa) Hilado served as Executive Vice President and Chief Financial Officer of Allergan plc, a global pharmaceutical company, from December 2014 until February 2018. Prior to joining Allergan, Ms. Hilado served as Senior Vice President, Finance and Treasurer of PepsiCo, Inc. from 2009 until 2014. She previously served as Vice President and Treasurer for Schering-Plough Corp. from 2008 to 2009 and spent more than 17 years with General Motors Co. in leadership roles of increasing responsibility, including Assistant Treasurer and CFO, GMAC Commercial Finance. Ms. Hilado received a bachelor’s degree in management engineering from Ateneo de Manila University in the Philippines, and a master of business administration from the Darden School of Business at the University of Virginia.



						Skills and Qualifications Ms. Hilado has more than three decades of demonstrated financial expertise in leading roles at several large, global corporations. She has extensive experience in global finance, treasury, mergers and acquisitions and business development, as well as experience in the automotive, consumer packaged goods and health care industries.



						Other Public Company Boards PPD, Inc., 2018 – 2021 Zimmer Biomet Holdings, Inc., 2018 – present H.B. Fuller Company, 2013 – 2021 Galderma, S.A., 2021 – present



Director Since: 2021 Age: 54 Independent Director Committee Memberships: •Compensation and Organization •Governance						GRANT H. HILL Biography Grant H. Hill is a co-owner and has served as Vice Chairman of the Atlanta Hawks professional basketball team since 2015. He has served as Managing Director of the USA Men’s Basketball Team since 2021. Mr. Hill is the co-founder and has served as Managing Partner of Penta Mezzanine Fund, a private investment firm that provides customized growth capital solutions to profitable, lower-middle-market companies nationwide since 2011. He is founder and Chairman of Hill Ventures, Inc. through which he engages in commercial real estate development. He has served as a director of Empire State Realty Trust, Inc. since 2020. Mr. Hill is a former college and professional basketball player, an Olympic gold medal winner and a member of the Naismith Memorial Basketball Hall of Fame. Mr. Hill earned a bachelor’s degree in history from Duke University.



						Skills and Qualifications Mr. Hill offers a distinctive business perspective and brings executive leadership, consumer branding, and digital media, e-commerce and technology experience to the Campbell’s Board. His leadership roles in professional sports organizations and private investment firms provide valuable insight into brand building, strategic growth and consumer engagement.



						Other Public Company Boards Empire State Realty Trust, Inc., 2020 – present



Director Since: 2018 Age: 52 Independent Director Committee Memberships: •Compensation and Organization •Governance						SARAH HOFSTETTER Biography Sarah Hofstetter serves as co-founder of 37Arc, an AI commercial workflow company. She previously served as Chairwoman of Profitero, Ltd., a global e-commerce SaaS analytics company that provides brand manufacturers with analytics and insights to accelerate e-commerce sales from June 2025 until March 2026 and served as President from April 2020 to May 2025. Ms. Hofstetter previously served as President of ComScore, Inc., a global information and analytics company that measures consumer audiences and advertising across media platforms, from October 2018 through March 2019. Ms. Hofstetter previously held several senior executive roles at 360i, a U.S. advertising arm of Dentsu, Inc., a Japanese advertising and public relations company, serving as Chairwoman from April 2018 through October 2018, Chief Executive Officer from 2013 until April 2018 and Senior Vice President, Emerging Media & Brand Strategy from 2006 to 2010. Prior to joining 360i, Ms. Hofstetter was President and Founder of Kayak Communications, a marketing agency focused on developing brand strategy and communications plans for new media brands, and she spent 10 years at Net2Phone, one of the world’s first providers of VoIP technology, in a series of senior leadership positions. Ms. Hofstetter received a bachelor’s degree in sociology and journalism from Queens College, City University of New York.



						Skills and Qualifications Ms. Hofstetter has significant marketing, brand building, AI, e-commerce, and digital marketing expertise leading organizations that use advertising to drive growth for many types of businesses. She has worked with packaged food companies on campaigns to modernize and revitalize their brands to spark growth and successfully market to next generation consumers. Ms. Hofstetter also brings social media, e-commerce and digital marketing experience to the Campbell’s Board.



						Other Public Company Boards Kenvue Inc., 2025 – present



Director Since: 2014 Age: 65 Independent Director Committee Memberships: •Compensation and Organization (Chair) •Finance and Corporate Development						MARC B. LAUTENBACH Biography Marc B. Lautenbach served as President and Chief Executive Officer at Pitney Bowes Inc., a global shipping and mailing company that provides technology, logistics and financial services, from 2012 to 2023. Before joining Pitney Bowes, Mr. Lautenbach spent 27 years in senior leadership roles at International Business Machines Corporation (IBM), a global technology services company, most recently serving as Managing Partner, North America, IBM Global Business Services. Mr. Lautenbach received a bachelor’s degree from Denison University, where he graduated Magna Cum Laude and was inducted into Phi Beta Kappa. He received a master of business administration with a concentration in finance from the Kellogg Graduate School of Management at Northwestern University.



						Skills and Qualifications As a former chief executive officer, Mr. Lautenbach brings executive leadership experience to the Campbell’s Board. He possesses substantial operational experience in the technology and logistics fields, as well as marketing, sales and product development experience. Mr. Lautenbach has worked with a broad range of customers and clients and has significant international experience.



						Other Public Company Boards Pitney Bowes Inc., 2012 – 2023



Director Since: 2025 Age: 43 Independent Director Committee Memberships: •Compensation and Organization •Finance and Corporate Development						MARY ALICE DORRANCE MALONE, JR. Biography Mary Alice Dorrance Malone, Jr. is the founder and Chief Brand Director of Malone Souliers, an international luxury footwear brand established in 2014 with global distribution. In addition, Ms. Malone, Jr. serves as Executive Chair of Duo Boots, a footwear brand focusing on inclusive sizing and premium fit, which she acquired in 2020 out of bankruptcy and successfully relaunched through operational improvements and product innovation. With nearly 20 years in the fashion industry, she is an entrepreneur experienced in global retail sales and brand building. Ms. Malone, Jr. received a bachelor’s degree in international politics from Elon University and studied design and manufacturing at the University of the Arts, Denver and London College of Fashion.



						Skills and Qualifications Ms. Malone, Jr. is an entrepreneur, a private investor and an officer of several private companies. With over a decade of experience in brand-building, she brings valuable insights to the Campbell’s Board in this area. As a descendant of The Campbell’s Company’s founder and a significant shareholder, she possesses extensive knowledge of Campbell’s history, organization and culture, and the strategic perspective of a long-term, highly committed director and shareholder.



						Other Public Company Boards None in the past 5 years



Director Since: 2016 Age: 70 Independent Director BOARD CHAIR						KEITH R. MCLOUGHLIN Biography Keith R. McLoughlin served as interim President and Chief Executive Officer of The Campbell’s Company from May 2018 through January 2019. Previously, Mr. McLoughlin was President and Chief Executive Officer of AB Electrolux, a global manufacturer of major household appliances, from 2011 until February 2016. Mr. McLoughlin joined Electrolux in 2003, where he was the President of the Electrolux Home Products North America, Head of Major Appliances in North America and Latin America, Executive Vice President and Head of Global Operations prior to being appointed President and Chief Executive Officer. Before joining Electrolux, Mr. McLoughlin spent 22 years in senior leadership roles at E.I. DuPont de Nemours and Company, leading several consumer brand businesses. Mr. McLoughlin graduated from the United States Military Academy at West Point with a bachelor’s degree in engineering.



						Skills and Qualifications As a former chief executive officer for two global enterprises, Mr. McLoughlin possesses significant executive leadership experience and expertise in international business and operations. His experience as interim CEO of Campbell’s during the Board-led strategic and portfolio review gives him a unique perspective on the Company, its operations, strategy, people and culture. His additional experience in retail sales, marketing, innovation, strategic planning, and organizational and human resource matters provide valuable insights to the deliberations of the Campbell’s Board.



						Other Public Company Boards Briggs & Stratton Corp., 2007 – 2021



Director Since: 2018 Age: 69 Independent Director Committee Memberships: •Compensation and Organization •Governance						KURT T. SCHMIDT Biography Kurt T. Schmidt served as the President and Chief Executive Officer of Cronos Group Inc., a global cannabinoid company from September 2020 to March 2022. Before joining Cronos Group, Mr. Schmidt served as a director and Chief Executive Officer of Blue Buffalo Pet Products, Inc. from 2012 through 2016. Prior to joining Blue Buffalo, Mr. Schmidt served as Deputy Executive Vice President at Nestlé S.A., from 2007 until 2012 and was responsible for the Nestlé Nutrition division and served as a member of the company’s Executive Committee. Prior to joining Nestlé, Mr. Schmidt was the President and Chief Executive Officer of Gerber Products Company from 2004 to 2007. Mr. Schmidt received a bachelor’s degree in chemistry from the United States Naval Academy and a master of business administration from the University of Chicago.



						Skills and Qualifications Mr. Schmidt brings executive leadership and management experience to the Campbell’s Board. His extensive operational and leadership experience in the food, beverage and consumer packaged goods industry are especially valuable to Campbell’s strategic objectives.



						Other Public Company Boards None in the past 5 years



Director Since: 2009 Age: 69 Independent Director Committee Memberships: •Audit •Governance (Chair)						ARCHBOLD D. VAN BEUREN Biography Archbold D. van Beuren is Executive Chairman of Brandywine Trust Group, a privately owned trust company providing fiduciary and investment services. Mr. van Beuren served as Senior Vice President and President-Global Sales and Chief Customer Officer for The Campbell’s Company, from 2007 until his retirement in October 2009. Mr. van Beuren joined Campbell’s in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier and President of a division responsible for the North America Foodservice business and the Company’s Canadian, Mexican and Latin American businesses. Mr. van Beuren received a bachelor of arts degree from Yale University, and a master of business administration with a concentration in finance from Columbia University Business School.



						Skills and Qualifications Mr. van Beuren brings wide-ranging skills in operational and financial management and extensive knowledge of Campbell’s, its customers, its products and the food industry to the Board. He is also a descendant of the founder of The Campbell’s Company and adds the perspective of a long-term, highly committed shareholder to the Board’s discussions.



						Other Public Company Boards None in the past 5 years



Learn More About Corporate Responsibility at Campbell’s

			We invite you to view our 2026 Corporate Responsibility Report at www.thecampbellscompany.com/our‑impact/reports‑and‑policies/.




			AUDIT COMMITTEE Meetings in fiscal 2026: 9 Committee Members (at 2026 FYE): Howard M. Averill (Chair) Fabiola R. Arredondo Bennett Dorrance, Jr. Maria Teresa Hilado Archbold D. van Beuren			Primary Responsibilities •Evaluates the performance of and appoints the independent registered public accounting firm; •Reviews the scope and results of the audit plans of the independent registered public accounting firm and the internal auditors; •Reviews the effectiveness of the Company’s systems of internal control over financial reporting; •Reviews the performance and resources of the internal audit function, which reports directly to the Audit Committee; •Reviews the Company’s policies and practices with respect to risk assessment and risk management; •Reviews cybersecurity, emerging technology, artificial intelligence and information technology risks and programs to manage such risks; •Reviews the financial reporting and accounting principles and standards and the audited financial statements to be included in the annual report; •Reviews the quarterly financial results and related disclosures; •Approves all permissible non-audit services to be performed by the independent registered public accounting firm and all relationships that the independent registered public accounting firm has with Campbell’s; and •Reviews the legal compliance and ethics program and Code of Business Conduct and Ethics. Financial Expertise and Financial Literacy The Board has determined that Howard Averill and Maria Teresa Hilado are audit committee financial experts, as defined by the SEC rules, and that all members of the Audit Committee are financially literate within the meaning of Nasdaq listing standards. Report The Audit Committee report begins on page 37 of this proxy statement.




			COMPENSATION AND ORGANIZATION COMMITTEE Meetings in fiscal 2026: 5 Committee Members (at 2026 FYE): Marc B. Lautenbach (Chair) Grant H. Hill Sarah Hofstetter Mary Alice D. Malone, Jr. Kurt T. Schmidt			Primary Responsibilities •Reviews and approves the short-term and long-term incentive compensation programs, including the performance goals; •Reviews and approves the salaries and incentive compensation for senior executives, including the Chief Executive Officer, and total incentive compensation to be allocated annually to employees; •Reviews the executive salary structure and the apportionment of compensation among salary and short-term and long-term incentive compensation; •Conducts an annual performance evaluation of the Chief Executive Officer by all independent directors; •Reviews major organizational changes and executive organization and principal programs for executive development; •Reviews and recommends to the Board plans and polices regarding succession of the CEO in the event of an emergency; •Reviews and recommends to the Board significant changes in the design of employee benefit plans and administration of applicable clawback policies; and •Conducts an annual assessment of the independence of any outside advisor it chooses to retain. Compensation and Organization Committee Interlocks and Insider Participation There are no Compensation and Organization Committee interlocks. No member of the Committee has ever been an officer or employee of Campbell’s, and none of the members has any relationship required to be disclosed under this caption under the rules of the SEC. In addition, no executive officer of Campbell’s served on the compensation committee or board of directors of a company for which any of our directors serves as an executive officer. Report The Compensation and Organization Committee report is on page 56 of this proxy statement.




			FINANCE AND CORPORATE DEVELOPMENT COMMITTEE Meetings in fiscal 2026: 5 Committee Members (at 2026 FYE): Maria Teresa Hilado (Chair) Fabiola R. Arredondo Howard M. Averill Marc B. Lautenbach Mary Alice D. Malone, Jr.			Primary Responsibilities •Reviews and recommends to the Board all issuances, sales or repurchases of equity and long-term debt; •Reviews and recommends changes to the Company's capital structure; •Reviews and/or recommends the financing plan, dividend policy and capital budget; •Reviews and recommends acquisitions, divestitures, joint ventures, partnerships or combinations of business interests; and •Reviews financial risks and the principal policies, procedures and controls with respect to investment and derivatives, foreign exchange and hedging transactions.




			GOVERNANCE COMMITTEE Meetings in fiscal 2026: 5 Committee Members (at 2026 FYE): Archbold D. van Beuren (Chair) Bennett Dorrance, Jr. Grant H. Hill Sarah Hofstetter Kurt T. Schmidt			Primary Responsibilities Review and make recommendations to the Board regarding: •The organization and structure of the Board; •Qualifications for director candidates; •Candidates for election to the Board; •Committee chairs and Board Committee assignments; •Candidates for the position of Board Chair; •Evaluation of the Board Chair’s performance; •Amount and design of compensation for non-employee directors, including stock ownership guidelines; and •Oversight of environmental, social and governance matters. The Governance Committee oversees the annual Board, committee and individual director evaluation processes and administers the director education program. The Committee also reviews any transaction with a related person in accordance with the Board’s policy concerning such transactions, as further described on page 26.


Annual Cash Retainer:			$119,000
Annual Stock Retainer:			$167,000
Committee Chair Retainers:			$30,000 for Audit Committee $25,000 for Compensation and Organization Committee $20,000 for Finance and Corporate Development Committee $20,000 for Governance Committee
Audit Committee Member Retainer (excluding Chair):			$7,500
Board Chair Annual Retainer:			$350,000


Name	Fees Earned or Paid in Cash(1) ($)				Stock Awards(1)(2) ($)				Total ($)
Fabiola R. Arredondo		$	122,750			$	170,750			$	293,500
Howard M. Averill		$	134,000	(3)		$	182,000	(4)		$	316,000
Bennett Dorrance, Jr.		$	122,750			$	170,750			$	293,500
Maria Teresa Hilado		$	132,750	(3)		$	180,750	(4)		$	313,500
Grant H. Hill		$	119,000	(5)		$	167,000			$	286,000
Sarah Hofstetter		$	119,000			$	167,000	(4)		$	286,000
Marc B. Lautenbach		$	131,500			$	179,500	(4)		$	311,000
Mary Alice D. Malone, Jr. (6)		$	113,826			$	159,739			$	273,565
Keith R. McLoughlin		$	294,000			$	342,000	(4)		$	636,000
Kurt T. Schmidt		$	119,000	(3)		$	167,000	(4)		$	286,000
Archbold D. van Beuren		$	132,750			$	180,750			$	313,500


Services Rendered	Fiscal 2026			Fiscal 2025
Audit Fees		$	5,120,000		$	4,995,000
Audit-Related Fees		$	26,000		$	28,000
Tax Fees		$	100,000		$	406,000
All Other Fees		$	2,000		$	18,000



			■Mick J. Beekhuizen			President and Chief Executive Officer
			■Todd E. Cunfer			Executive Vice President and Chief Financial Officer
			■Carrie L. Anderson			Former Executive Vice President and Chief Financial Officer*
			■Mohit Anand			Executive Vice President and President, Snacks
			■Diane Johnson May			Executive Vice President and Chief People and Culture Officer
			■Daniel L. Poland			Executive Vice President and Chief Enterprise Transformation Officer*


			WHAT HAPPENED IN 202 6 ? Strategy and 202 6 Financial Results 2026 Executive Compensation: New Developments and Payouts			41

			WHAT ARE OUR COMPENSATION PRACTICES? Compensation Objectives Compensation Principles and Policies Compensation Governance Results of 202 5 Say on Pay Vote			42

			HOW ARE COMPENSATION DECISIONS MADE? Role of the Compensation and Organization Committee Role of Management Role of Independent Compensation Consultant Peer Group			43