Campbell Soup responds to ISS regarding board elections
Campbell Soup issued the following statement in response to a report by Institutional Shareholder Services, or ISS, regarding the election of directors to Campbell's Board at the Company's upcoming annual meeting of shareholders on Nov. 29, 2018: "We strongly disagree with ISS's conclusion and continue to recommend that Campbell shareholders vote on the GOLD proxy card FOR the election of Campbell's 12 highly qualified director nominees. Campbell benefits from a diverse and highly qualified Board of Directors that is actively engaged and focused on maximizing value for all shareholders. The Campbell Board consists of 12 members, 11 of whom are independent and four of whom have been added since 2016. The Board combines the necessary skills - including a strong mix of industry experience, operating expertise, long-term shareholder perspectives, financial acumen, and global public company experience - needed to provide the proper oversight and strategic guidance on a variety of diverse consumer and business needs amid rapid changes in the food industry. As we disclosed last week, we have had recent and proactive discussions with Third Point regarding our ongoing director refreshment process. As part of those discussions, we proposed expanding our current Board to add two individuals from the Third Point slate who possess relevant industry experience after our annual meeting - including Kurt Schmidt and Sarah Hofstetter. Third Point rejected this proposal. Instead, they have decided to continue this wasteful and distracting proxy fight. As part of those discussions, we made it very clear that we would only consider adding individuals who are truly open to all strategic alternatives and who would not impair that openness or limit the ability to maintain Board confidentiality. For those reasons, the Board continues to believe that adding an employee of Third Point to the Board is not in shareholders' best interests. The current Campbell Board is highly confident that its new strategic plan as announced on August 30th is the best path forward at this time to maximize shareholder value. The Campbell Board remains committed to evaluating all strategic options if any of those options can demonstrably enhance value for all shareholders. Campbell urges its shareholders to protect the value of their investments and vote the GOLD card. Campbell's Board and management team are aligned and working with urgency to execute our plan to improve performance and revitalize the Company to be focused on our franchise businesses to drive sustainable, profitable growth."