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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
November 19, 2024
THE CAMPBELL'S COMPANY | | | | | | | | | | | | | | |
| New Jersey | | 1-3822 | | 21-0419870 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Campbell Soup Company
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Capital Stock, par value $.0375 | CPB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to the Restated Certificate of Incorporation
At its Annual Meeting of Shareholders on November 19, 2024, shareholders of Campbell Soup Company (“Campbell” or the “Company”) approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company. The Charter Amendment became effective upon the filing of a Certificate of Amendment to the Restated Certificate of Incorporation with the State of New Jersey Department of Treasury on November 19, 2024.
The foregoing summary of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment to the By-Laws
On November 19, 2024, the Board of Directors (the “Board”) adopted and approved an amendment to the By-Laws of the Company (the “By-Laws”), effective November 19, 2024, solely to reflect the change in the Company’s name to The Campbell’s Company.
The foregoing summary of the amendment to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, as amended, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on November 19, 2024. The final results of voting with respect to all matters of business are set forth below.
Management Proposals:
1. Election of Directors
The nominees for election to the Board were elected, each until the next Annual Meeting of Shareholders or their earlier resignation or retirement. For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows: | | | | | | | | | | | | | | |
Director | For | Against | Abstain | Broker Non-Votes |
Fabiola R. Arredondo | 257,946,000 | 2,047,769 | 228,399 | 13,681,591 |
Howard M. Averill | 256,920,617 | 3,063,629 | 237,922 | 13,681,591 |
Mark A. Clouse | 259,427,098 | 569,572 | 225,498 | 13,681,591 |
Bennett Dorrance, Jr. | 257,505,073 | 2,529,190 | 187,905 | 13,681,591 |
Maria Teresa (Tessa) Hilado | 258,006,545 | 2,000,594 | 215,029 | 13,681,591 |
Grant H. Hill | 256,825,549 | 3,158,536 | 238,083 | 13,681,591 |
Sarah Hofstetter | 256,958,736 | 3,046,587 | 216,845 | 13,681,591 |
Marc B. Lautenbach | 255,755,187 | 4,243,964 | 223,017 | 13,681,591 |
Mary Alice D. Malone | 252,693,601 | 7,312,647 | 215,920 | 13,681,591 |
Keith R. McLoughlin | 256,831,456 | 3,168,079 | 222,633 | 13,681,591 |
Kurt T. Schmidt | 256,829,735 | 3,170,445 | 221,988 | 13,681,591 |
Archbold D. van Beuren | 252,234,753 | 7,774,346 | 213,069 | 13,681,591 |
2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2025 was approved. The votes cast for and against this proposal as well as the abstentions were as follows: | | | | | | | | |
For | Against | Abstain |
| 265,384,263 | 8,354,418 | 165,075 |
3. Advisory Vote on Fiscal 2024 Executive Compensation
The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2024 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows: | | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 250,091,100 | 9,761,434 | 369,634 | 13,681,591 |
4. Approval of an Amendment to the Company's Restated Certificate of Incorporation to Change the Company’s Name to The Campbell’s Company
The proposal to approve an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company was approved. The votes cast for and against this proposal as well as the abstentions were as follows:
| | | | | | | | |
For | Against | Abstain |
| 272,575,846 | 828,091 | 499,822 |
Shareholder Proposal:
5. Diversity Audit
A non-binding shareholder proposal regarding a diversity audit was not approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 18,801,118 | 239,074,473 | 2,341,049 | 13,681,591 |
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 3.1 | |
| 3.2 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | THE CAMPBELL'S COMPANY |
| | |
| | |
| Date: November 20, 2024 | By: | /s/ Charles A. Brawley, III |
| | Charles A. Brawley, III |
| | Executive Vice President, General Counsel and Corporate Secretary |
