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
New 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 ☐
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 5.07 – Submission of Matters to a Vote of Security Holders
Campbell Soup Company ("Campbell") held its Annual Meeting of Shareholders on November 18, 2020. The final results of voting with respect to each matter of business are set forth below.
1. Election of Directors
The nominees for election to the Board of Directors 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
249,964,369
2,887,809
307,541
17,830,128
Howard M. Averill
249,885,020
2,977,393
297,306
17,830,128
John P. (JP) Bilbrey
251,344,105
1,524,381
291,233
17,830,128
Mark A. Clouse
251,752,232
1,156,287
251,200
17,830,128
Bennett Dorrance
247,823,104
5,097,307
239,308
17,830,128
Maria Teresa (Tessa) Hilado
249,804,082
3,122,202
233,435
17,830,128
Sarah Hofstetter
250,022,137
2,883,063
254,519
17,830,128
Marc B. Lautenbach
249,939,154
2,836,508
384,057
17,830,128
Mary Alice D. Malone
248,073,911
4,881,061
204,747
17,830,128
Keith R. McLoughlin
251,660,607
1,089,997
409,115
17,830,128
Kurt T. Schmidt
251,331,822
1,514,815
313,082
17,830,128
Archbold D. van Beuren
248,589,512
4,304,808
265,399
17,830,128
2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2021
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2021 was approved. The votes cast for and against this proposal, as well as the abstentions were as follows:
For
Against
Abstain
258,626,219
11,899,742
463,886
There were no broker non-votes for this proposal.
3. Advisory Vote on Fiscal 2020 Executive Compensation
The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2020 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
241,857,243
10,559,206
743,270
17,830,128
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.
CAMPBELL SOUP COMPANY
Date: November 19, 2020
By:
/s/ Charles A. Brawley, III
Charles A. Brawley, III
Vice President, Corporate Secretary and Deputy General Counsel
