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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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCapital Stock, par value $.0375
iCPB
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2022 Annual Meeting of Shareholders of Campbell Soup Company ("Campbell" or "Company"), which was held on November
30, 2022 (the “2022 Annual Meeting”), Campbell shareholders approved the Campbell Soup Company 2022 Long-Term Incentive Plan (the “2022 Plan”). The 2022 Plan was previously approved, subject to shareholder approval, by the Board of Directors (the “Board”) of Campbell.
A summary of the material terms and conditions of the 2022 Plan and awards thereunder is included in Campbell’s definitive proxy statement filed with the Securities and Exchange Commission on October 18, 2022 (the “Proxy Statement”) under “Item 4: Approval of the Campbell Soup Company 2022 Long-Term Incentive Plan,” which section is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders
The final results of voting with respect to each item voted on at the 2022 Annual Meeting 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
254,271,778
1,178,772
257,746
14,741,011
Howard M. Averill
252,726,256
2,550,805
431,235
14,741,011
John P. (JP) Bilbrey
252,765,731
2,665,294
277,271
14,741,011
Mark
A. Clouse
254,649,509
782,012
276,775
14,741,011
Bennett Dorrance, Jr.
253,915,843
755,316
1,037,137
14,741,011
Maria Teresa (Tessa) Hilado
254,318,089
1,146,905
243,302
14,741,011
Grant
H. Hill
253,486,483
1,783,892
437,921
14,741,011
Sarah Hofstetter
253,169,004
2,141,330
397,962
14,741,011
Marc B. Lautenbach
254,437,941
837,387
432,968
14,741,011
Mary
Alice D. Malone
250,126,185
5,172,134
405,949
14,741,011
Keith R. McLoughlin
254,383,854
1,045,129
279,313
14,741,011
Kurt T. Schmidt
253,550,111
1,875,123
283,062
14,741,011
Archbold
D. van Beuren
248,042,784
7,379,643
281,841
14,741,011
2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2023
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2023 was approved. The votes cast for and against this proposal as well as the abstentions were as follows:
For
Against
Abstain
258,498,049
11,672,987
278,271
3.
Advisory Vote on Fiscal 2022 Executive Compensation
The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2022 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
243,074,153
12,178,532
455,611
14,741,011
4.
Approval of the Campbell Soup Company 2022 Long-Term Incentive Plan
The proposal to approve the Campbell Soup Company 2022 Long-Term Incentive Plan 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
249,849,970
5,501,707
356,370
17,741,011
Shareholder
Proposals:
5. Supply Chain Practices Report
A non-binding shareholder proposal requesting that the Company disclose an analysis of the practices in its supply chain that violate its Responsible Sourcing Supplier Code and/or Supply Base Requirements and Expectations Manual. 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
19,847,711
234,249,278
1,607,023
14,741,011
6. 401(k) Retirement Fund Investment Report
A non-binding shareholder proposal requesting that the Board provide a report assessing how the Company’s 401(k) retirement funds manage the growing systemic risk to the economy created by investing retirement plan funds in companies contributing significantly to climate change. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows:
The cover page from this Current Report on Form 8-K formatted in Inline XBRL.
*This exhibit is a management contract or compensatory
plan or arrangement.
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.
