UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Campbell Soup Company

(Name of Issuer)

Capital Stock, par value $.0375

(Title of Class of Securities)

134429109

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

390 Park Avenue, 19th Floor

New York, NY 10022

(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2018

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 134429109

 

1		NAME OF REPORTING PERSONS   Third Point LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   17,000,000
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   17,000,000

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   17,000,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.65%
14		TYPE OF REPORTING PERSON   OO

 

CUSIP No. 134429109

 

1		NAME OF REPORTING PERSONS   Daniel S. Loeb
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   17,000,000
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   17,000,000

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   17,000,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.65%
14		TYPE OF REPORTING PERSON   IN

CUSIP No. 134429109

 

1		NAME OF REPORTING PERSONS   Lawrence Karlson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,010
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,010
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,010
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14		TYPE OF REPORTING PERSON   IN

CUSIP No. 134429109

 

1		NAME OF REPORTING PERSONS   Michael Silverstein
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   4,430
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   4,430
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,430
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14		TYPE OF REPORTING PERSON   IN

CUSIP No. 134429109

 

1		NAME OF REPORTING PERSONS   William Toler
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   3,000
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   3,000
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14		TYPE OF REPORTING PERSON   IN

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the capital stock, par value $0.0375 per share (the “Capital Stock”), of Campbell Soup Company, a New Jersey corporation (the “Issuer”) and amends the Schedule 13D filed on August 9, 2018 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed by Third Point LLC, a Delaware limited liability company (the “Management Company”), Daniel S. Loeb (“Mr. Loeb” and, together with the Management Company, the “Third Point Reporting Persons”), Lawrence Karlson (“Mr. Karlson”), Michael Silverstein (“Mr. Silverstein”) and William Toler (“Mr. Toler” and, together with the Third Point Reporting Persons and Mr. Karlson and Mr. Silverstein, the “Reporting Persons”).

This Amendment No. 1 is being filed to amend Item 2, Item 3, Item 4, Item 5, Item 6 and Item 7 as follows:

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is supplemented by adding the following information:

(a) This Schedule 13D is being filed by each of the Reporting Persons.

(b)

 

i.

The principal business address of Mr. Karlson is 240 Casas de Marbella Drive, Palm Beach Gardens Florida 33410.

 

ii.

The principal business address of Mr. Silverstein is 520 Madison Avenue, New York, New York 10022.

 

iii.

The principal business address of Mr. Toler is 202 San Mateo, Bonita Springs, Florida 34134.

(c)

 

i.

Mr. Karlson is a private investor and formerly served on the Board of Directors of the Issuer (the “Board”).

 

ii.

Mr. Silverstein is an operating executive at the Carlyle Group, a multinational private equity, alternative asset management and financial services firm.

 

iii.

Mr. Toler is retired, formerly serving as the President and Chief Executive Officer of Hostess Brands from 2014 until his retirement in 2018.

(d) (e) During the last five years, neither Mr. Karlson, Mr. Silverstein nor Mr. Toler has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Mr. Karlson, Mr. Silverstein and Mr. Toler is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is supplemented by adding the following information:

Mr. Karlson received the 8,010 shares of Capital Stock that he beneficially owns during the period of 2010 to 2015 from the Issuer as director compensation.

Mr. Silverstein expended an aggregate of $154,356.48 of his own personal funds to acquire the shares of Capital Stock he beneficially owns.

Mr. Toler expended an aggregate of approximately $105,000 of his own personal funds to acquire the shares of Capital Stock he beneficially owns.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is supplemented by adding the following information:

On September 7, 2018, the Third Point Reporting Persons provided formal notice to the Issuer nominating each of Franci Blassberg, Matthew Cohen, Sarah Hofstetter, Munib Islam, Lawrence Karlson, Bozoma Saint John, Kurt Schmidt, Raymond Silcock, David Silverman, Michael Silverstein, George Strawbridge, Jr. and William Toler, (collectively, the “Third Point Nominees”) for election to the Board at the Issuer’s 2018 annual meeting of stockholders. In connection with such nomination the Third Point Reporting Persons issued a letter to the Chairman of the Board. A copy of the letter is attached as Exhibit 4 hereto and incorporated by reference in this Item 4 in its entirety.

Mr. Karlson acquired his shares of Capital Stock during the period of 2010 to 2015 from the Issuer as director compensation. Mr. Karlson has agreed to serve as one of the Third Point Nominees for election to the Issuer’s Board at its 2018 annual meeting of stockholders.

Mr. Silverstein acquired his shares of Capital Stock subject to this Schedule 13D for investment purposes. Mr. Silverstein has agreed to serve as one of the Third Point Nominees for election to the Issuer’s Board at its 2018 annual meeting of stockholders.

Mr. Toler acquired his shares of Capital Stock subject to this Schedule 13D for investment purposes. Mr. Toler has agreed to serve as one of the Third Point Nominees for election to the Issuer’s Board at its 2018 annual meeting of stockholders.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is amended and restated to read as follows:

(a) (b) As of the date hereof, (i) the Third Point Reporting Persons beneficially own the 17,000,000 Third Point Shares, (ii) Mr. Karlson beneficially owns an aggregate of 8,010 shares of Capital Stock (the “Karlson Shares”), (iii) Mr. Silverstein beneficially owns an aggregate of 4,430 shares of Capital Stock (the “Silverstein Shares”) and (iv) Mr. Toler beneficially owns an aggregate of 3,000 shares of Capital Stock (the “Toler Shares”). The Third Point Shares represent 5.65% of the Issuer’s Capital Stock outstanding, the Karlson Shares, the Silverstein Shares and the Toler Shares each represent less than 0.01% of the Issuer’s Capital Stock outstanding. Percentages of the Capital Stock outstanding reported in this Schedule 13D are calculated based upon the 300,645,629 shares of Capital Stock outstanding as of May 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2018, filed by the Issuer with the Securities and Exchange Commission on June 5, 2018. Each of the Third Point Reporting Persons shares voting and dispositive power over the shares of Capital Stock held directly by the Funds. Mr. Karlson has sole voting and dispositive power over the Karlson Shares. Mr. Silverstein has sole voting and dispositive power over the Silverstein Shares. Mr. Toler has sole voting and dispositive power over the Toler Shares. By reason of the agreements between (i) the Management Company and Mr. Karlson with respect to Mr. Karlson serving as a Third Point Nominee, (ii) the Management Company and Mr. Silverstein with respect to Mr. Silverstein serving as a Third Point Nominee and (iii) the Management Company and Mr. Toler with respect to Mr. Toler serving as a Third Point Nominee, the Third Point Reporting Persons, Mr. Karlson, Mr. Silverstein, and Mr. Toler may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended and may be deemed to beneficially own an aggregate of 17,015,440 shares of Capital Stock, representing 5.66% of the Issuer’s Capital Stock outstanding. Mr. Karlson disclaims beneficial ownership of the Silverstein Shares, the Toler Shares, and the Third Point Shares. Mr. Silverstein disclaims beneficial ownership of the Karlson Shares, the Toler Shares and the Third Point Shares. Mr. Toler disclaims beneficial ownership of the Karlson Shares, the Silverstein Shares and the Third Point Shares. The Third Point Reporting Persons disclaim beneficial ownership of the Karlson Shares, the Silverstein Shares and the Toler Shares.

As a result of entering into the Letter Agreement (as defined in the Original Schedule 13D and attached as Exhibit 1 thereto), the Third Point Reporting Persons and George Strawbridge, Jr. (“Mr. Strawbridge”) may be deemed to have formed a “group” pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934. The security interests reported in this Schedule 13D do not include security interests owned by Mr. Strawbridge. Mr. Strawbridge filed a separate Schedule 13D reporting beneficial ownership of 8,323,669 shares of Capital Stock (the “Strawbridge Shares”). The Reporting Persons assume no responsibility for the information contained in such Schedule 13D or any amendment thereto. Mr. Strawbridge and the Third Point Reporting Persons may be deemed to beneficially own in the aggregate 25,323,669 shares of Capital Stock, which represents 8.42% of the outstanding shares of Capital Stock. The Third Point Shares, the Strawbridge Shares, the Karlson Shares, the Silverstein Shares and the Toler Shares total 25,339,109 shares of Capital Stock, which represents 8.43% of the outstanding shares of Capital Stock.

As a result of the Letter Agreement, the Third Point Reporting Persons and Mr. Strawbridge may be deemed to share voting power with respect to the 25,323,669 shares of Capital Stock beneficially owned in the aggregate by the Third Point Reporting Persons and Mr. Strawbridge. The Third Point Reporting Persons disclaim beneficial ownership with respect to the Strawbridge Shares. Further, Mr. Karlson, Mr. Silverstein and Mr. Toler disclaim beneficial ownership with respect to the Strawbridge Shares.

(c) Since the date of the Original Schedule 13D, other than rebalancing trades, the Third Point Reporting Persons have not effected any transactions in the securities of the Issuer. During the past sixty days neither Mr. Karlson, Mr. Silverstein nor Mr. Toler has effected any transactions in the securities of the Issuer.

(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Third Point Shares. No person other than Mr. Karlson is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of, the Karlson Shares. No person other than Mr. Silverstein is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of, the Silverstein Shares. No person other than Mr. Toler is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of, the Toler Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is amended by adding the following:

On September 6, 2018, each of Mr. Strawbridge, Mr. Karlson, Mr. Silverstein and Mr. Toler, along with the other Third Point Nominees, entered into a nominee agreement with Third Point LLC (the “Nominee Agreement”). Pursuant to the Nominee Agreement, the Management Company will pay a fee of $50,000 to each Third Point Nominee (other than Messrs. Strawbridge, Islam and Cohen) for serving as a nominee, and will indemnify the Third Point Nominees against certain potential liabilities that might arise in connection with such Third Point Nominee being named as a director nominee and related matters. Such fee and indemnification provisions of the Nominee Agreements only cover the Third Point Nominees’ service as a nominee and not, if elected, as a director of the Issuer. The foregoing is qualified in its entirety by reference to the Nominee Agreements attached hereto as Exhibit 5 and incorporated herein by reference.

On September 7, 2018, the Third Point Reporting Persons, Mr. Karlson, Mr. Silverstein and Mr. Toler entered into a Joint Filing Agreement in which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 6 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

 

Exhibit Number		Description of Exhibits
4		Letter to Mr. Les Vinney, Chairman of the Board of Directors of the Issuer, dated September 7, 2018.
5		Nominee Agreement between (i) Third Point LLC and George Strawbridge, Jr., (ii) Third Point LLC and Lawrence Karlson, (iii) Third Point LLC and Michael Silverstein and (iv) Third Point LLC and William Toler, each dated September 6, 2018.
6		Joint Filing Agreement, dated as of September 7, 2018.
7		Powers of Attorney granted by each of Lawrence Karlson, Michael Silverstein and William Toler in favor of William Song, and Joshua L. Targoff, dated September 7, 2018.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

				THIRD POINT LLC
Date: September 7, 2018
				By:		/s/ William Song
						Name: William Song
						Title: Attorney-in-Fact

 

				DANIEL S. LOEB
Date: September 7, 2018
				By:		/s/ William Song
						Name: William Song
						Title: Attorney-in-Fact

 

				LAWRENCE KARLSON
Date: September 7, 2018
				By:		/s/ William Song
						Name: William Song
						Title: Attorney-in-Fact

 

				MICHAEL SILVERSTEIN
Date: September 7, 2018
				By:		/s/ William Song
						Name: William Song
						Title: Attorney-in-Fact

 

				WILLIAM TOLER
Date: September 7, 2018
				By:		/s/ William Song
						Name: William Song
						Title: Attorney-in-Fact

INDEX TO EXHIBITS

 

Exhibit Number		Description of Exhibits
1		Agreement, dated as of August 9, 2018, by and between Third Point LLC and George Strawbridge, Jr.*
2		Joint Filing Agreement, dated as of August 9, 2018.*
3		Power of Attorney, granted by Daniel S. Loeb in favor of William Song, and Joshua L. Targoff, dated July 26, 2016, that was previously filed with the SEC on July 26, 2016, as Exhibit 99.1 to the Form 3 filed by Third Point LLC and Daniel S. Loeb with respect to Kadmon Holdings, LLC and is incorporated herein by reference.*
4		Letter to Mr. Les Vinney, Chairman of the Board of Directors of the Issuer, dated September 7, 2018.
5		Nominee Agreement between (i) Third Point LLC and George Strawbridge, Jr., (ii) Third Point LLC and Lawrence Karlson, (iii) Third Point LLC and Michael Silverstein and (iv) Third Point LLC and William Toler, each dated September 6, 2018.
6		Joint Filing Agreement, dated as of September 7, 2018.
7		Powers of Attorney granted by each of Lawrence Karlson, Michael Silverstein and William Toler in favor of William Song, and Joshua L. Targoff, dated September 7, 2018.

 

*	Previously filed.

Exhibit 4

 

				Third Point LLC 390 Park Avenue New York, NY 10022 Tel 212 715 3880

September 7, 2018

Les Vinney

Chairman of the Board of Directors

Campbell Soup Company

1 Campbell Place

Camden, NJ 08103

Dear Mr. Vinney:

Enclosed with this letter is a nomination package pursuant to which Third Point LLC, on behalf of funds it manages, nominates twelve individuals (the “Shareholder Slate”) to constitute a completely revamped board of directors (“Board”) of Campbell Soup Company (the “Company” or “Campbell”).

In Third Point’s previous proxy contests, we have sought only a few board seats to influence governance and implement change. Unfortunately, this Board’s persistent failure to discharge its fiduciary duties leaves us no choice but to seek to replace the entire Board with our Shareholder Slate.

Today, the shares of Campbell trade at a price that is ~20% lower than it was 20 years ago. The stock performance is a report card on this Board’s tenure of mismanagement, waste, ill-conceived strategy, and inept execution. On the Company’s earnings call last month, Interim CEO Keith McLoughlin detailed the Board’s years of failings with an extensive catalogue of the strategic and financial blunders that brought the business to the brink.¹ Absent from his commentary, however, was any accountability for the damage. No changes to the Company’s Board or senior leadership were announced, making his contrite tone ring hollow.

 

1

“Simply put, we lost focus. We lost focus strategically. We had too many initiatives that made the company unnecessarily complex. We were in the food business and the ag business. We had growth businesses and we had cash businesses. We were focused on startup businesses and venture capital investments. We aggressively pursued the important consumer megatrend of health and well-being without having clarity on our source of uniqueness or whether we brought a competitive advantage to the space, and we depended too much on M&A to shape our business strategy.

We lost focus within our products and brands. We did not manage our portfolio in a differentiated manner. We pushed cash businesses for growth and we underfunded growth businesses. Our resource and capital allocation discipline was inadequate and we didn’t properly align our resources with our core business franchises where we have strong market positions unique capabilities and the right to win.

Lastly, we lost focus in process and execution. Our management processes lack the necessary operating discipline. We created too many silos throughout the company where decision rights were unclear. We lacked agility and we’re slow to react to customer needs. And finally, we didn’t have a culture of accountability, which led to poor execution.”

Campbell’s Earnings Call, August 30, 2018. http://investor.campbellsoupcompany.com/phoenix.zhtml?c=88650&p=irol-presentations

The disappointing outcome of Campbell’s recent “strategic review” process provides further evidence that this Board is unable or unwilling to take the bold action needed to address the current crisis and does not understand the depth of the Company’s problems. Since 2016 alone, this Board has overseen over $7 billion of value destruction. Years of poorly conceived and executed acquisitions have over-levered the balance sheet, providing a limited range of options to remedy the problems Campbell confronts today. The Board’s shocking failure to have a CEO succession plan in place following Denise Morrison’s sudden exit is a scathing indictment of its inability to conduct one of any board of directors’ most essential duties – to secure capable, continuous leadership for the Company.

The Board’s recent conduct and aura of complacency makes no sense from a strategic, operational, or financial perspective. We can only conclude that the Board remains beholden to the sentimental agenda of its vocal and empowered minority – the two longstanding family representatives to the Board who have stubbornly opposed options to create maximum value for all shareholders for decades. At this point, it would be simply reckless to leave the Board that caused this mess in charge of fixing it. As the old maxim attributed to Albert Einstein says, “to do the same thing over again and expect a different result is insanity.”

Third Point’s proposed slate of directors brings sophisticated expertise to oversee Campbell at this critical moment. As you will note from the individual biographies included in the nomination packet (and available on Third Point’s proxy website www.RefreshCampbells.com), the Shareholder Slate has extensive experience in operations, marketing, strategy, transactions, leadership, capital allocation, and general corporate governance – all of which the current Board lacks.² Third Point brings a proven record of driving successful turn-arounds by recruiting world-class leadership talent and overseeing strategy and capital allocation, leading to dramatic operational improvement and significant share price appreciation. Third Point previously stated that a sale of the Company was the only justifiable outcome of a strategic review, which we believed was the case with the current Board and leadership team in place. However, the Shareholder Slate, once elected, will act consistently with its fiduciary duties in pursuing optimal outcomes for shareholders and managing the Company to enhance long-term value.

Despite the colossal failure of this Board and its handpicked leaders, we believe Campbell has durable and iconic brands and many fine employees who are as frustrated by the arrogance of its leadership and failure to innovate as we are. You and the rest of the Board are hereby put on notice that we expect you to conduct yourself and the management of the

  

 

2	Third Point has no undisclosed financial arrangements with any member of the Shareholder Slate in connection with such member’s role as nominee for the Board.

Company in a manner that will allow for the most seamless transition to the Shareholder Slate promptly following the 2018 annual meeting. We are confident that the time has come to #RefreshtheRecipe at Campbell with a new truly independent shareholder-friendly slate of Directors and a fresh vision for the Company.

Sincerely,

Daniel S. Loeb

Enclosures

Exhibit 5

Third Point LLC

390 Park Avenue, 19th Floor

New York, NY 10022

Date: September 6, 2018

Name: George Strawbridge, Jr. (“You”)

Address: 3801 Kennett Pike, Building B-100

 Wilmington, DE 19807

This will confirm our understanding as follows:

Based on our discussions to date, you have indicated that currently you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as a director of Campbell Soup Company (the “Company”) at the 2018 annual meeting of stockholders, any special meeting of Company stockholders and at any adjournments, postponements or continuations thereof, as well as in connection with any solicitation of written consents from stockholders of the Company (collectively, the “Annual Meeting”).

In that regard, you have provided to Third Point LLC (the “Nominating Stockholder”) with information necessary for the Nominating Stockholder to make appropriate disclosure both to the Company and for use in creating the proxy or other solicitation material that may be sent to the Company’s stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”). You represent and warrant that your responses to the questions contained therein are true and correct in all material respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to the Company, informing the Company that you consent to being nominated for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that you have been chosen to be part of the Slate, that consent and your completed questionnaire (or summaries thereof) may be forwarded to the Company.

You understand and acknowledge that the Nominating Stockholder and its affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize the Nominating Stockholder and its legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement to the extent required by the SEC or required in order to accelerate SEC review or action: “George Strawbridge, Jr. acknowledges that (i) he is responsible for the adequacy and accuracy of the disclosure in the applicable filing, (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

As has been discussed with you, during the period that you are a nominee, the Nominating Stockholder may ask for, and you agree to provide, reasonable cooperation and assistance with certain matters in connection with your nomination. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other stockholders. Except as otherwise provided herein, you shall bear your own expenses in connection with serving as a nominee on the Slate.

The Nominating Stockholder hereby agrees that, in the event that you actually serve on the Slate (which, for the avoidance of doubt, will be deemed to have occurred on the first instance that we, directly or indirectly, disclose your name as a nominee on the Slate to the Company, in an SEC filing or otherwise publicly), in addition to any rights you may have under applicable law, the Nominating Stockholder will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) in connection with your role as a nominee for director of the Company on the Slate or as a participant in a proxy solicitation with the Nominating Stockholder, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Nominating Stockholder determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but, in each case, only for events which occur at or prior to such election, withdrawal or removal and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the Nominating Stockholder is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the annual meeting or special meeting, as applicable, or such earlier time as you are no longer a nominee of the Slate for election to the Company’s Board of Directors or for any actions taken by you as a director of the Company, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate or due to actions taken by, or in reliance upon the advice of, or at the direction of, the Nominating Stockholder or its counsel; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Nominating Stockholder for inclusion in any proxy statement or other solicitation materials to be used by the Nominating Stockholder or its affiliates in connection with your nomination as a director. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify the Nominating Stockholder in the event of any third-party claims actually made against you or known by you to be threatened; provided, however, that any failure by you to notify the Nominating Stockholder of any claim shall not relieve the Nominating Stockholder of any liability which the Nominating Stockholder may have to you except to the extent that any such delay in giving or failing to give notice as required prejudices the defense of such claim. In addition, with respect to any such claim which includes any other members of the Slate and/or the Nominating Stockholder, the Nominating Stockholder shall be entitled to control your defense with counsel chosen by the Nominating Stockholder and approved by you (such approval not to be unreasonably withheld, conditioned or delayed) unless you reasonably object to the Nominating Stockholder controlling the defense on the ground that separate counsel is

necessary or advisable due to a conflict of interest, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by the Nominating Stockholder. In the event that the Nominating Stockholder controls your defense, it shall advise you of the progress thereof and all significant actions proposed. You shall have the right to employ a separate counsel, at your own cost, when the Nominating Stockholder is controlling the defense. The Nominating Stockholder shall not be responsible for any settlement of any claim against you covered by this indemnity without the prior written consent of the Nominating Stockholder, which shall not be unreasonably withheld, conditioned or delayed. However, the Nominating Stockholder may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, (ii) no requirement that you refrain from any specified activity, (iii) an unconditional release of you from any and all liability in respect of such claim and (iv) does not otherwise impose any obligations, burdens or restrictions of a material nature upon you. In the event of litigation relating to this agreement, (including any action to enforce the obligations of the Nominating Stockholder under this agreement in a court of competent jurisdiction, or to recover damages for breach of this agreement) the non-prevailing party will reimburse the prevailing party for the reasonable and documented expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually incurred by the prevailing party in connection with such action.

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and the Nominating Stockholder that governs the decisions which you will make as a director of the Company.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, which may be delivered by facsimile or electronic mail transmission, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

This agreement shall become binding only upon the execution and delivery thereof by both parties hereto.

[Signature page follows]

Should the foregoing agree with your understanding, please so indicate in the space provided below.

 

Agreed to and Accepted as of the date first above written:

 

/s/ George Strawbridge, Jr.

Name: George Strawbridge, Jr.

 

ANNEX I

WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A

PROXY STATEMENT OR SOLICITATION STATEMENT AND TO SERVE AS A DIRECTOR

I, Lawrence Karlson, hereby consent to being named as a nominee for the Board of Directors of Campbell Soup Company (the “Company”) with any proxy or solicitation statement issued relating to the election of directors of the Company, at any Annual Meeting of Stockholders or otherwise. I hereby certify I will serve as a director of the Company if so elected.

Dated as of: September 6, 2018

/s/ George Strawbridge, Jr.

Name: George Strawbridge, Jr.

Third Point LLC

390 Park Avenue, 19th Floor

New York, NY 10022

Date: September 6, 2018

Name: Lawrence Karlson (“You”)

Address: 2401 Casas De Marbella Drive

 Palm Beach Gardens, FL 33410

This will confirm our understanding as follows:

Based on our discussions to date, you have indicated that currently you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as a director of Campbell Soup Company (the “Company”) at the 2018 annual meeting of stockholders, any special meeting of Company stockholders and at any adjournments, postponements or continuations thereof, as well as in connection with any solicitation of written consents from stockholders of the Company (collectively, the “Annual Meeting”).

In that regard, you have provided to Third Point LLC (the “Nominating Stockholder”) with information necessary for the Nominating Stockholder to make appropriate disclosure both to the Company and for use in creating the proxy or other solicitation material that may be sent to the Company’s stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”). You represent and warrant that your responses to the questions contained therein are true and correct in all material respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to the Company, informing the Company that you consent to being nominated for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that you have been chosen to be part of the Slate, that consent and your completed questionnaire (or summaries thereof) may be forwarded to the Company.

You understand and acknowledge that the Nominating Stockholder and its affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize the Nominating Stockholder and its legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement to the extent required by the SEC or required in order to accelerate SEC review or action: “Lawrence Karlson acknowledges that (i) he is responsible for the adequacy and accuracy of the disclosure in the applicable filing, (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

As has been discussed with you, during the period that you are a nominee, the Nominating Stockholder may ask for, and you agree to provide, reasonable cooperation and assistance with certain matters in connection with your nomination. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other stockholders. Except as otherwise provided herein, you shall bear your own expenses in connection with serving as a nominee on the Slate.

The Nominating Stockholder hereby agrees that, in the event that you actually serve on the Slate (which, for the avoidance of doubt, will be deemed to have occurred on the first instance that we, directly or indirectly, disclose your name as a nominee on the Slate to the Company, in an SEC filing or otherwise publicly), in addition to any rights you may have under applicable law, the Nominating Stockholder will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) in connection with your role as a nominee for director of the Company on the Slate or as a participant in a proxy solicitation with the Nominating Stockholder, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Nominating Stockholder determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but, in each case, only for events which occur at or prior to such election, withdrawal or removal and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the Nominating Stockholder is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the annual meeting or special meeting, as applicable, or such earlier time as you are no longer a nominee of the Slate for election to the Company’s Board of Directors or for any actions taken by you as a director of the Company, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate or due to actions taken by, or in reliance upon the advice of, or at the direction of, the Nominating Stockholder or its counsel; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Nominating Stockholder for inclusion in any proxy statement or other solicitation materials to be used by the Nominating Stockholder or its affiliates in connection with your nomination as a director. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify the Nominating Stockholder in the event of any third-party claims actually made against you or known by you to be threatened; provided, however, that any failure by you to notify the Nominating Stockholder of any claim shall not relieve the Nominating Stockholder of any liability which the Nominating Stockholder may have to you except to the extent that any such delay in giving or failing to give notice as required prejudices the defense of such claim. In addition, with respect to any such claim which includes any other members of the Slate and/or the Nominating Stockholder, the Nominating Stockholder shall be entitled to control your defense with counsel chosen by the Nominating Stockholder and approved by you (such approval not to be unreasonably withheld, conditioned or delayed) unless you reasonably object to the Nominating Stockholder controlling the defense on the ground that separate counsel is

necessary or advisable due to a conflict of interest, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by the Nominating Stockholder. In the event that the Nominating Stockholder controls your defense, it shall advise you of the progress thereof and all significant actions proposed. You shall have the right to employ a separate counsel, at your own cost, when the Nominating Stockholder is controlling the defense. The Nominating Stockholder shall not be responsible for any settlement of any claim against you covered by this indemnity without the prior written consent of the Nominating Stockholder, which shall not be unreasonably withheld, conditioned or delayed. However, the Nominating Stockholder may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, (ii) no requirement that you refrain from any specified activity, (iii) an unconditional release of you from any and all liability in respect of such claim and (iv) does not otherwise impose any obligations, burdens or restrictions of a material nature upon you. In the event of litigation relating to this agreement, (including any action to enforce the obligations of the Nominating Stockholder under this agreement in a court of competent jurisdiction, or to recover damages for breach of this agreement) the non-prevailing party will reimburse the prevailing party for the reasonable and documented expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually incurred by the prevailing party in connection with such action.

The undersigned agrees to pay you US$50,000 within ten (10) business days of the date hereof to compensate you for the time and effort associated with serving as a member of the Slate. Notwithstanding the foregoing, you understand and agree that this compensation may not be paid to you, and you further agree to refund any compensation already paid to you, in the event that this agreement is terminated by the Nominating Stockholder for Cause. “Cause” shall mean (i) fraud or willful misconduct by you in connection with your role as a nominee for director of the Company on the Slate or as a participant in a proxy solicitation with the Nominating Stockholder, (ii) a material violation by you of applicable laws in connection with your role as a nominee for director of the Company on the Slate or as a participant in a proxy solicitation with the Nominating Stockholder, or (iii) your refusal to serve as a nominee for the Board of Directors of the Company or to take your position as a member of the Board of Directors of the Company following your election or appointment thereto, for any reason other than an unforeseeable, significant change in your personal circumstances beyond your control (such as health issues relating to you or a member of your immediate family).

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and the Nominating Stockholder that governs the decisions which you will make as a director of the Company.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, which may be delivered by facsimile or electronic mail transmission, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

This agreement shall become binding only upon the execution and delivery thereof by both parties hereto.

[Signature page follows]

Should the foregoing agree with your understanding, please so indicate in the space provided below.

 

Agreed to and Accepted as of the date first above written:

 

/s/ Lawrence Karlson

Name: Lawrence Karlson

 

ANNEX I

WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A

PROXY STATEMENT OR SOLICITATION STATEMENT AND TO SERVE AS A DIRECTOR

I, Lawrence Karlson, hereby consent to being named as a nominee for the Board of Directors of Campbell Soup Company (the “Company”) with any proxy or solicitation statement issued relating to the election of directors of the Company, at any Annual Meeting of Stockholders or otherwise. I hereby certify I will serve as a director of the Company if so elected.

Dated as of: 25 August, 2018

/s/ Lawrence Karlson

Name: Lawrence Karlson

Third Point LLC

390 Park Avenue, 19th Floor

New York, NY 10022

Date: September 6, 2018

Name: Michael Silverstein (“You”)

Address: 520 Madison Avenue

New York, NY 10022

This will confirm our understanding as follows:

You agree that you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as a director of Campbell Soup Company (the “Company”) at the 2018 annual meeting of stockholders, any special meeting of Company stockholders and at any adjournments, postponements or continuations thereof, as well as in connection with any solicitation of written consents from stockholders of the Company (collectively, the “Annual Meeting”).

You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Slate is relying upon your agreement to seek election. In that regard, you have provided to Third Point LLC (the “Nominating Stockholder”) with information necessary for the Nominating Stockholder to make appropriate disclosure both to the Company and for use in creating the proxy or other solicitation material that may be sent to the Company’s stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”). You represent and warrant that your responses to the questions contained therein are true and correct in all material respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to the Company, informing the Company that you consent to being nominated for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that you have been chosen, that consent and your completed questionnaire (or summaries thereof) may be forwarded to the Company.

You understand and acknowledge that the Nominating Stockholder and its affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize the Nominating Stockholder and its legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement to the extent required by the SEC or required in order to accelerate SEC review or action: “Michael Silverstein acknowledges that (i) he is responsible for the adequacy and accuracy of the disclosure in the applicable filing, (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

As has been discussed with you, during the period that you are a nominee, the Nominating Stockholder may ask for, and you agree to provide, reasonable cooperation and assistance with certain matters in connection with your nomination. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other stockholders. The Nominating Stockholder agrees to reimburse you for reasonable, documented expenses (including legal expenses) incurred in connection with your nomination, provided that such expenses are incurred at or prior to the annual meeting, special meeting or delivery of written consents to the Company, as applicable.

The Nominating Stockholder hereby agrees that, so long as you actually serve on the Slate, the Nominating Stockholder will defend, indemnify and hold you harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) based on your role as a nominee for director of the Company on the Slate, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Nominating Stockholder determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but only for events which occur prior to such election and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the Nominating Stockholder is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the annual meeting or special meeting, as applicable, or such earlier time as you are no longer a nominee of the Slate for election to the Company’s Board of Directors or for any actions taken by you as a director of the Company, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate or in reliance upon the advice of the Nominating Stockholder; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Nominating Stockholder for inclusion in any proxy statement or other solicitation materials to be used by the Nominating Stockholder or its affiliates in connection with your nomination as a director. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify the Nominating Stockholder in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, the Nominating Stockholder shall be entitled to control your defense with counsel chosen by the Nominating Stockholder, unless based on the advice of counsel you reasonably object to the Nominating Stockholder controlling the defense on the ground that there may be legal defenses available to you which conflict with those available to the Nominating Stockholder, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall

 

be paid for by the Nominating Stockholder. You shall have the right to employ a separate counsel, at your own cost, when the Nominating Stockholder is controlling the defense. The Nominating Stockholder shall not be responsible for any settlement of any claim against you covered by this indemnity without the prior written consent of the Nominating Stockholder. However, the Nominating Stockholder may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim and does not otherwise impose any obligations, burdens or restrictions of a material nature upon you.

The undersigned agrees to pay you US$50,000 within ten (10) business days of the date hereof to compensate you for the time and effort associated with serving as a member of the Slate. Notwithstanding the foregoing, you understand and agree that this compensation may not be paid to you, and you further agree to refund any compensation already paid to you, in the event that this agreement is terminated by the Nominating Stockholder for Cause. “Cause” shall mean (i) fraud or willful misconduct by you, (ii) a material violation by you of applicable laws, or (iii) your refusal to serve as a nominee for the Board of Directors of the Company or to take your position as a member of the Board of Directors of the Company following your election or appointment thereto, for any reason other than an unforeseeable, significant change in your personal circumstances beyond your control (such as health issues relating to you or a member of your immediate family).

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and the Nominating Stockholder that governs the decisions which you will make as a director of the Company.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

This agreement shall become binding only upon the execution and delivery thereof by both parties hereto.

[Signature page follows]

 

Should the foregoing agree with your understanding, please so indicate in the space provided below.

 

Agreed to and Accepted as of the date first above written:

/s/ Michael Silverstein

Name:

 

ANNEX I

WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A

PROXY STATEMENT OR SOLICITATION STATEMENT AND TO SERVE AS A DIRECTOR

I, Michael Silverstein, hereby consent to being named as a nominee for the Board of Directors of Campbell Soup Company (the “Company”) with any proxy or solicitation statement issued relating to the election of directors of the Company, at any Annual Meeting of Stockholders or otherwise. I hereby certify I will serve as a director of the Company if so elected.

Dated as of: 8/24/2018

/s/ Michael Silverstein

Name:

Third Point LLC

390 Park Avenue, 19th Floor

New York, NY 10022

Date: September 6, 2018

Name: William D. Toler (“You”)

Address: 202 San Mateo Drive

Bonita Springs, Florida 34134

This will confirm our understanding as follows:

You agree that you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as a director of Campbell Soup Company (the “Company”) at the 2018 annual meeting of stockholders, any special meeting of Company stockholders and at any adjournments, postponements or continuations thereof, as well as in connection with any solicitation of written consents from stockholders of the Company (collectively, the “Annual Meeting”).

You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Slate is relying upon your agreement to seek election. In that regard, you have provided to Third Point LLC (the “Nominating Stockholder”) with information necessary for the Nominating Stockholder to make appropriate disclosure both to the Company and for use in creating the proxy or other solicitation material that may be sent to the Company’s stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”). You represent and warrant that your responses to the questions contained therein are true and correct in all material respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to the Company, informing the Company that you consent to being nominated for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that you have been chosen, that consent and your completed questionnaire (or summaries thereof) may be forwarded to the Company.

You understand and acknowledge that the Nominating Stockholder and its affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize the Nominating Stockholder and its legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement to the extent required by the SEC or required in order to accelerate SEC review or action: “William Toler acknowledges that (i) he is responsible for the adequacy and accuracy of the disclosure in the applicable filing, (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

As has been discussed with you, during the period that you are a nominee, the Nominating Stockholder may ask for, and you agree to provide, reasonable cooperation and assistance with certain matters in connection with your nomination. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other stockholders. The Nominating Stockholder agrees to reimburse you for reasonable, documented expenses (including legal expenses) incurred in connection with your nomination, provided that such expenses are incurred at or prior to the annual meeting, special meeting or delivery of written consents to the Company, as applicable.

The Nominating Stockholder hereby agrees that, so long as you actually serve on the Slate, the Nominating Stockholder will defend, indemnify and hold you harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) based on your role as a nominee for director of the Company on the Slate, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Nominating Stockholder determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but only for events which occur prior to such election and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the Nominating Stockholder is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the annual meeting or special meeting, as applicable, or such earlier time as you are no longer a nominee of the Slate for election to the Company’s Board of Directors or for any actions taken by you as a director of the Company, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate or in reliance upon the advice of the Nominating Stockholder; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Nominating Stockholder for inclusion in any proxy statement or other solicitation materials to be used by the Nominating Stockholder or its affiliates in connection with your nomination as a director. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify the Nominating Stockholder in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, the Nominating Stockholder shall be entitled to control your defense with counsel chosen by the Nominating Stockholder, unless based on the advice of counsel you reasonably object to the Nominating Stockholder controlling the defense on the ground that there may be legal defenses available to you which conflict with those available to the Nominating Stockholder, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by the Nominating Stockholder. You shall have the right to employ a separate counsel, at your own cost, when the Nominating Stockholder is controlling the defense. The Nominating Stockholder shall not be responsible for any settlement of any claim against you

 

covered by this indemnity without the prior written consent of the Nominating Stockholder. However, the Nominating Stockholder may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim and does not otherwise impose any obligations, burdens or restrictions of a material nature upon you.

The undersigned agrees to pay you US$50,000 within ten (10) business days of the date hereof to compensate you for the time and effort associated with serving as a member of the Slate. Notwithstanding the foregoing, you understand and agree that this compensation may not be paid to you, and you further agree to refund any compensation already paid to you, in the event that this agreement is terminated by the Nominating Stockholder for Cause. “Cause” shall mean (i) fraud or willful misconduct by you, (ii) a material violation by you of applicable laws, or (iii) your refusal to serve as a nominee for the Board of Directors of the Company or to take your position as a member of the Board of Directors of the Company following your election or appointment thereto, for any reason other than an unforeseeable, significant change in your personal circumstances beyond your control (such as health issues relating to you or a member of your immediate family).

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and the Nominating Stockholder that governs the decisions which you will make as a director of the Company.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

This agreement shall become binding only upon the execution and delivery thereof by both parties hereto.

[Signature page follows]

 

Should the foregoing agree with your understanding, please so indicate in the space provided below.

 

Agreed to and Accepted as of the date first above written:

/s/ William Toler

Name:

 

ANNEX I

WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A

PROXY STATEMENT OR SOLICITATION STATEMENT AND TO SERVE AS A DIRECTOR

I, William D. Toler, hereby consent to being named as a nominee for the Board of Directors of Campbell Soup Company (the “Company”) with any proxy or solicitation statement issued relating to the election of directors of the Company, at any Annual Meeting of Stockholders or otherwise. I hereby certify I will serve as a director of the Company if so elected.

Dated as of 8/23/2018

/s/ William D. Toler

Name: William D. Toler

 

Exhibit 6

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: September 7, 2018		THIRD POINT LLC
		By:		Daniel S. Loeb, Chief Executive Officer
		By:		/s/ William Song
		Name:		William Song
		Title:		Attorney-in-Fact
Dated: September 7, 2018		DANIEL S. LOEB
		By:		/s/ William Song
		Name:		William Song
		Title:		Attorney-in-Fact
Dated: September 7, 2018		LAWRENCE KARLSON
		By:		/s/ William Song
		Name:		William Song
		Title:		Attorney-in-Fact
Dated: September 7, 2018		MICHAEL SILVERSTEIN
		By:		/s/ William Song
		Name:		William Song
		Title:		Attorney-in-Fact
Dated: September 7, 2018		WILLIAM TOLER
		By:		/s/ William Song
		Name:		William Song
		Title:		Attorney-in-Fact

Exhibit 7

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitutes and appoints William Song and Joshua L. Targoff and each of them severally, as the true and lawful attorneys and agents of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, including any forms or statements required to be submitted in connection with any electronic filing, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of September 7, 2018.

 

POA limited to filings with respect to Campbell Soup Co.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitutes and appoints William Song and Joshua L. Targoff and each of them severally, as the true and lawful attorneys and agents of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, including any forms or statements required to be submitted in connection with any electronic filing, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of September 7, 2018.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitutes and appoints William Song and Joshua L. Targoff and each of them severally, as the true and lawful attorneys and agents of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, including any forms or statements required to be submitted in connection with any electronic filing, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of September 7, 2018.