DEF 14A 1 cpb4080901-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Campbell Soup Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

WHEN

Wednesday, November 30, 2022
9:00 a.m. Eastern Time

WHERE

Live Webcast at

http://www.meetnow.global/CPB2022

ITEMS OF BUSINESS

1.	Elect the 13 director nominees recommended by the Board for a one-year term.
2.	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2023.
3.	Vote on an advisory resolution to approve the fiscal 2022 compensation of our named executive officers, commonly referred to as a “Say on Pay” vote.
4.	Approve the Campbell Soup Company 2022 Long-Term Incentive Plan.
5.	Vote on a shareholder proposal regarding a report on certain supply chain practices, if properly presented at the 2022 Annual Meeting.
6.	Vote on a shareholder proposal regarding a report on how the Company’s 401(k) retirement fund investments contribute to climate change, if properly presented at the 2022 Annual Meeting.
7.	Transact any other business properly brought before the meeting.

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.

RECORD DATE

Shareholders of record as of the close of business on October 3, 2022 are entitled to notice of, and to vote at, the 2022 Annual Meeting of Shareholders (“2022 Annual Meeting”) of Campbell Soup Company (the “Company”).

FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS

This year’s Annual Meeting of Shareholders will be conducted virtually via live webcast. We have designed the format of the 2022 Annual Meeting so that shareholders attending virtually have the same rights and opportunities as they would have at a physical meeting. Shareholders will be able to submit questions during the meeting using online tools, providing our shareholders with the opportunity for meaningful engagement with the Company.

Access to the Audio Webcast of the Annual Meeting: The live audio webcast of the 2022 Annual Meeting will begin at 9:00 a.m. Eastern Time. Online access to the audio webcast will be open prior to the start of the 2022 Annual Meeting to allow time for you to log in and test your device’s audio system.

Attendance Instructions: Shareholders will be unable to physically attend the 2022 Annual Meeting. The 2022 Annual Meeting will be held virtually via a live webcast. To attend the virtual meeting, go to http://www.meetnow.global/CPB2022. In order to vote and examine the Company’s share list during the 2022 Annual Meeting, you will also need the 15-digit control number found on your Notice of Internet Availability, your proxy card or on the instructions that accompany your proxy materials.

Campbell Soup Company | 2022 Proxy Statement 01

Table of Contents

Submitting Questions at the Annual Meeting: An online portal is available to shareholders at http://www.meetnow.global/CPB2022 where you can view and download our proxy materials and our Annual Report on Form 10-K for the year ended July 31, 2022 and vote your shares. On the day of, and during, the 2022 Annual Meeting, you can view our agenda and meeting procedures and submit questions on http://www.meetnow.global/CPB2022. Shareholders must have their 15-digit control number to submit questions. Shareholders will have an opportunity to raise questions about the items of business for the meeting. In addition, after the business portion of the 2022 Annual Meeting concludes and the meeting is adjourned, shareholders will have another opportunity to raise questions of a more general nature. We intend to answer all questions submitted that are pertinent to the Company and the items being voted on by shareholders during the 2022 Annual Meeting, as time permits and in accordance with our meeting procedures. Answers to questions not addressed during the 2022 Annual Meeting will be posted following the meeting on the investor relations section of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficient use of the Company’s resources, and address all shareholder questions, we will respond to no more than two questions from any single shareholder.

Technical Assistance: Online access to the webcast will be open prior to the start of the 2022 Annual Meeting to allow time for you to log in and test your computer audio system. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting in advance or during the meeting time, please call (888) 724-2416 (toll-free) or (781) 575-2748 (international).

Your vote is extremely important. Even if you plan to attend the 2022 Annual Meeting live via webcast, please vote as soon as possible using the internet, by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form.

Thank you for your continued support, interest and investment in Campbell Soup Company.

By Order of the Board of Directors,

Charles A. Brawley, III
Senior Vice President, Corporate Secretary and
Deputy General Counsel

October 18, 2022

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

On or about October 18, 2022, we began mailing a Notice Regarding Internet Availability of Proxy Materials (“Notice”) to our shareholders and mailing paper copies of the proxy statement and the accompanying proxy card and other proxy materials to those shareholders who specifically requested paper copies. The proxy materials were also posted to www.envisionreports.com/cpb on this date for access by registered shareholders. Shareholders who do not own shares in their own name, but own shares through a bank or broker, may access our proxy materials, including our annual report for the fiscal year ended July 31, 2022 at www.edocumentview.com/cpb.

02 www.campbellsoupcompany.com

Table of Contents

TABLE OF CONTENTS

WHERE TO OBTAIN FURTHER INFORMATION

Shareholders may receive a copy of our Annual Report on Form 10-K for the fiscal year ended July 31, 2022 (“2022 Form 10-K”), and copies of our Code of Business Conduct and Ethics, Corporate Governance Standards, and the charters of the four standing committees of the Board of Directors, without charge, by:

(1)	writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103; or

(2)	emailing the Company’s Investor Relations Department at IR@campbells.com.

These documents are or will be available on our corporate website at www.investor.campbellsoupcompany.com.

Shareholders may elect to receive future distributions of annual reports and proxy statements by electronic delivery and vote Campbell shares online. To take advantage of this service you will need an email account and access to an Internet browser. To enroll, go to the Resources portion of our website at www.investor.campbellsoupcompany.com and click on “E-Delivery”.

04		PROXY STATEMENT SUMMARY
12		2022 ANNUAL MEETING INFORMATION
15		ITEM 1 - ELECTION OF DIRECTORS
15		Director Qualifications and Board Composition
17		Director Nominees
25		CORPORATE GOVERNANCE POLICIES AND PRACTICES
25		Board Leadership Structure
25		Director Independence
26		Majority Voting
26		Process for Nomination and Evaluation of Director Candidates
27		Evaluations of Board Performance

SEC Form DEF 14A filed by Campbell Soup Company