Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule
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Campbell Soup Company |
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(Name of Registrant as Specified In Its
Charter) |
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(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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Table of Contents
Table of Contents
CORPORATE
PROFILE
OUR PURPOSE REAL FOOD THAT MATTERS FOR LIFES
MOMENTS
For generations, people have trusted
Campbell to provide authentic, flavorful and readily available foods and
beverages that connect them to each other, to warm memories and to whats
important today.
REPORTABLE SEGMENTS
& MAJOR BRANDS
Americas Simple Meals and
Beverages Includes the retail and food
service businesses in the U.S., Canada and Latin America. |
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Global Biscuits and Snacks
Includes the Pepperidge Farm, Arnotts and Kelsen businesses, and
the simple meals and shelf-stable beverages business in Australia and Asia
Pacific. |
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Campbell Fresh Includes
the Bolthouse Farms and Garden Fresh Gourmet businesses, and the U.S.
refrigerated soup business. |
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Table of Contents
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
WHEN
Wednesday, November 16, 2016
4:00 p.m.
Eastern Time
WHERE
Campbell Soup Company
World Headquarters
One Campbell Place
Camden, NJ 08103
ITEMS OF
BUSINESS
1. |
Elect 12 director nominees to our
Board of Directors for a one-year term. |
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2. |
Ratify the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm for fiscal 2017. |
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3. |
Conduct an advisory vote on our
fiscal 2016 executive compensation. |
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4.
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Transact any other business
properly brought before the meeting. |
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PROXY
VOTING
Your vote
is important. Even if you plan to attend the annual meeting in person,
please vote as soon as possible using the internet or by telephone, or by
completing, signing, dating and returning your proxy
card. |
|
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Using the
Internet and voting at the website listed on the proxy card or the e-proxy
notice;
Using the
toll-free phone number listed on the proxy card/voting instruction form;
or
Signing,
dating and mailing the proxy card in the enclosed postage paid
envelope. |
RECORD
DATE
Shareholders of record as of the close of
business on September 19, 2016, are entitled to notice of, and to vote at, the
Annual Meeting
By Order of the Board of
Directors,
Charles A. Brawley, III
Vice President, Corporate Secretary and
Associate General
Counsel
October 7, 2016
IMPORTANT NOTICE
REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
On or about October 7, 2016, we began
mailing a Notice Regarding Internet Availability of Proxy Materials (Notice)
to our shareholders, and mailing paper copies of the proxy statement and the
accompanying proxy card and other proxy materials to those shareholders who
specifically requested paper copies. The proxy materials were also posted
to www.envisionreports.com/cpb on this
date for access by registered shareholders. Shareholders who do not own shares
in their own name, but own shares through a bank or broker, may access our proxy
materials, including our annual report for the fiscal year ended July 31, 2016,
at www.edocumentview.com/cpb.
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Campbell Soup
Company |
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2016 Proxy
Statement |
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01 |
Table of Contents
PROXY STATEMENT
SUMMARY
The Board of Directors (Board) of
Campbell Soup Company (the Company, we, us, our or Campbell) is
furnishing this proxy statement and soliciting proxies in connection with the
proposals to be voted on at the Campbell Soup Company 2016 Annual Meeting of
Shareholders (Annual Meeting) and any postponements or adjournments thereof.
This summary highlights certain information contained in this proxy statement,
but does not contain all of the information you should consider when voting your
shares. Please read the entire proxy statement carefully before
voting.
2016 Annual Meeting Information |
Date |
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November 16, 2016 |
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Time |
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4:00 p.m. Eastern Time |
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Location |
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Campbell Soup Company |
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World Headquarters |
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One Campbell Place Camden, NJ 08103 |
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Record
Date |
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September 19, 2016 |
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Admission |
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To attend the meeting in person, you will need an admission ticket
and government-issued photographic identification |
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Stock
Symbol |
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CPB |
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Stock |
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New York Stock Exchange (NYSE) |
Exchange |
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Corporate |
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www.campbellsoupcompany.com |
Website |
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Meeting agenda |
Proposals
●Election of 12 director
nominees to our Board of Directors for a one-year term
●Ratification of the
appointment of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for fiscal 2017
●Say on Pay advisory vote
on fiscal 2016 executive compensation
●
Transact other business that may properly
come before the meeting |
VOTING
MATTERS AND VOTE RECOMMENDATION
Item |
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Board Recommendation |
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Reasons for Recommendation |
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More Information |
1. |
Election of 12 director nominees to our Board of Directors for a
one-year term. |
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FOR |
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The
Board and the Governance Committee believe our nominees possess the
skills, experience and qualifications to effectively monitor performance,
provide oversight and support managements execution of the Companys
long-term strategy. |
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Page
8 |
2. |
Ratification of the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for fiscal
2017 |
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FOR |
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Based
on its assessment, the Audit Committee believes that the re-appointment of
PricewaterhouseCoopers LLP is in the best interests of Campbell and our
shareholders. |
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Page
23 |
3. |
Say on
Pay advisory vote on fiscal 2016 executive compensation |
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FOR |
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Our
executive compensation program incorporates a number of compensation
governance best practices and reflects our commitment to paying for
performance |
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Page
26 |
Vote in
Advance of the Meeting |
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Vote in
Person |
Internet |
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Telephone |
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Mail |
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Using the Internet and voting at the
website listed on the proxy card or the Notice. |
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Using the toll-free
phone number listed on the proxy card/voting instruction
form.
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Signing, dating and
mailing the proxy card in the enclosed postage paid
envelope.
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See page 62 for
details on admission requirements to attend the Annual
Meeting. |
02 www.campbellsoupcompany.com
Table of Contents
OUR
STRATEGY
Our long-term goal is to build shareholder
value by driving sustainable, profitable net sales growth. Guided by our purpose
- Real food that matters for
lifes moments, we are pursuing a dual strategy of strengthening our core
businesses while also expanding into faster-growing spaces. This dual strategy
is based on our four strategic imperatives:
● |
Elevating trust through real
food, transparency and sustainability; |
● |
Building our digital marketing
and e-commerce capabilities; |
● |
Diversifying our portfolio in
health and well-being; and |
● |
Expanding our
presence in developing markets over time. |
In 2016, we implemented a new enterprise
structure that better aligns with our dual strategy. Under the new structure,
our businesses are now organized in three divisions focused mainly on product
categories with distinct roles and objectives:
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Americas Simple Meals and
Beverages |
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Global Biscuits and
Snacks |
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Campbell
Fresh |
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Moderate growth, consistent with its categories, and margin
expansion
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Expand in developed and developing markets while improving
margins |
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Accelerate sales growth of consumer packaged goods and
expand into new packaged fresh
categories |
In support of our new enterprise
structure, we also established a new Integrated Global Services organization to
deliver shared services and cost savings across the Company.
FISCAL
2016 PERFORMANCE
In fiscal 2016, Campbell delivered the
following results:
Financial Results |
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Total Returned to
Shareholders |
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In fiscal 2016, we returned $490 million to shareholders
through the payment of dividends and share repurchases (excluding
anti-dilutive repurchases), and our results translated into 29.2% Total Shareholder Return
(TSR), which outpaced the S&P 500 and the S&P Packaged Food
Index. |
■ |
We
encourage you to review our Annual Report to Shareholders accompanying
this proxy statement for more complete financial information. Please see
Appendix A for a reconciliation of the measures not shown in accordance
with generally accepted accounting principles (GAAP), to their most
comparable GAAP measures.
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Campbell Soup
Company |
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2016 Proxy
Statement |
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03 |
Table of Contents
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ITEM 1 |
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ELECTION OF
DIRECTORS |
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DIRECTOR
NOMINEES |
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Board Committee Composition |
Name |
Director Since |
Independent |
Position |
Audit |
Comp. & Org. |
Finance & Corp. Dev. |
Governance |
Bennett Dorrance |
1989 |
✓ |
Managing Director, |
|
✓ |
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✓(C) |
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DMB Associates |
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Randall W. Larrimore |
2002 |
✓ |
Former President/CEO, |
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✓ |
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✓(C) |
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United Stationers Inc. |
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Marc B. Lautenbach |
2014 |
✓ |
CEO, Pitney Bowes Inc. |
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✓ |
|
✓ |
Mary Alice D. Malone |
1990 |
✓ |
President, Iron Spring |
|
✓ |
✓ |
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Farm, Inc. |
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Sara Mathew |
2005 |
✓ |
Former CEO/Chairman, |
✓(C) |
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✓ |
(Audit
Committee |
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The Dun & Bradstreet |
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Financial Expert) |
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Corporation |
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Keith R. McLoughlin |
2016 |
✓ |
Former CEO, Electrolux AB |
✓ |
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✓ |
Denise M. Morrison |
2010 |
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President/CEO, |
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Campbell Soup Company |
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Charles R. Perrin |
1999 |
✓ |
Former CEO, Avon |
✓ |
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✓(C) |
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Products, Inc. |
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Nick Shreiber |
2009 |
✓ |
Former President/CEO, |
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✓(C) |
✓ |
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Tetra Pak Group |
|
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Tracey T. Travis |
2011 |
✓ |
Chief Financial Officer, |
✓ |
|
✓ |
|
(Audit
Committee |
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The Estee Lauder |
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Financial Expert) |
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Companies Inc. |
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Archbold D. van Beuren |
2009 |
✓ |
Former Senior |
✓ |
|
✓ |
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Vice President, |
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Campbell Soup Company |
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Les C. Vinney |
2003 |
✓ |
Former President/CEO, |
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Chairman of the Board |
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STERIS
Corporation |
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Committee composition is as of the date of
this proxy statement. Current committee assignments are indicated by a
(✓), and committee
chairs (or co-chairs, in the case of the Governance Committee) are indicated by
(C). Please see pages 19 through 21 for more information.
THE CAMPBELL SOUP COMPANY
BOARD
Independence |
Tenure |
Independent: 11 |
0-5 years: 3 |
Non Independent: 1 |
6-10 years: 3 |
|
Over 10 years: 6 |
|
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11 of our 12 Directors are independent,
including our Chairman.
All members of all committees are
independent. |
The
Board is composed of Directors who bring a mix of fresh perspectives and
deeper experience, and includes three long-term, significant shareholders
who are descendants of our founder. All Directors are vested in the
Companys long-term success. |
04 www.campbellsoupcompany.com
Table of Contents
Skills and Experience
As a group, our Directors possess a broad
range of experience and skills including:
|
See Director biographies beginning
on page 9 for further detail |
Corporate Governance
Policies
Our Corporate Governance Standards were
established in 1992 and have evolved ever since to include the following best
practices:
■ |
Annual election of
directors |
■ |
Majority voting standard in
uncontested elections |
■ |
Independent Board
Chairman |
■ |
Independent directors meet in
executive session at every Board meeting |
■ |
Policy against hedging and pledging
(subject to grandfathering) applicable to all directors and executive
officers |
■ |
No shareholder rights plan or
poison pill |
■ |
Robust stock ownership guidelines
for directors and executive officers |
■ |
Shareholder ability to act by
written consent |
■ |
Annual shareholder ratification of
independent auditors |
■ |
Board orientation and director
education program |
■ |
Annual Board, committee and director
evaluations |
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ITEM
2 |
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RATIFICATION OF AUDITORS |
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Based on the Audit Committees
assessment of PricewaterhouseCoopers LLPs performance, qualifications and
independence, it believes their re-appointment for fiscal 2017 is in the
best interests of Campbell and our shareholders. Shareholder ratification
of the appointment is not required under the laws of the State of New
Jersey or our Certificate of Incorporation or By-laws, but as a matter of
good corporate governance, the Board is submitting this proposal to
shareholders. Even if the appointment is ratified, the Audit Committee may
select a different audit firm at any time during the year if it determines
that this would be in the best interests of Campbell and our
shareholders. |
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Campbell Soup
Company |
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|
2016 Proxy
Statement |
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05 |
Table of Contents
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ITEM
3 |
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ADVISORY VOTE ON FISCAL 2016
EXECUTIVE |
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COMPENSATION |
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We offer a total
compensation package that is designed to attract, motivate and retain
talent of the caliber needed to deliver successful business performance in
absolute terms and relative to competition. Our compensation program is
designed to link pay to Company, division and individual performance.
The objectives of our executive
compensation program are to: |
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Align the financial interests of our named executive officers (NEOs) with those of our shareholders, in both the short and long term |
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Provide incentives for achieving and exceeding our short-term and long-term goals |
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Attract, motivate and retain highly competent executives by providing total compensation that is competitive with compensation paid at other companies in the food, beverage and consumer products industries |
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Differentiate the level of compensation based on individual and business unit performance, leadership potential, and level of responsibility within the organization |
Our executive compensation program
reflects the following best practices:
WE DO |
|
WE DO NOT |
✓ |
Maintain a strong alignment between
corporate performance and compensation |
|
✗ |
Have an employment agreement with
our Chief Executive Officer |
✓ |
Annually review the risk profile of
our compensation programs and maintain risk mitigators |
|
✗ |
Pay dividends or dividend
equivalents to NEOs on unearned equity awards |
✓ |
Use an independent compensation
consultant retained directly by the Compensation and Organization
Committee |
|
✗ |
Reprice stock options without the
approval of Campbell shareholders |
✓ |
Use double-trigger change in
control provisions in all incentive plans and agreements |
|
✗ |
Provide tax-gross ups in any
change-in-control agreement entered into after January 1,
2011 |
✓ |
Maintain robust stock ownership
guidelines for all executive officers |
|
✗ |
Allow executive officers to hedge or
pledge Campbell common stock |
Our pay mix places the greatest emphasis
on performance-based incentives, which are not
guaranteed. Approximately 88% of our Chief Executive Officers fiscal 2016
target total direct compensation, and approximately 77% of the average fiscal
2016 target total direct compensation of our other NEOs is at-risk:
Please see the Compensation
Discussion and Analysis, beginning on page 27, for a more detailed
discussion of our executive compensation
program. |
06 www.campbellsoupcompany.com
Table of Contents
TABLE OF CONTENTS
WHERE TO OBTAIN FURTHER
INFORMATION
Shareholders may receive copies of our
Annual Report on Form 10-K for the fiscal year ended July 31, 2016, Code of
Business Conduct and Ethics, Corporate Governance Standards, and the charters of
the four standing committees of the Board of Directors, without charge,
by:
(1) |
writing to Investor Relations,
Campbell Soup Company, 1 Campbell Place, Camden, NJ
08103; |
|
(2) |
calling 1-800-840-2865;
or |
|
(3) |
e-mailing the Companys
Investor Relations Department at
investorrelations@campbellsoup.com. |
These documents are also available on
our corporate website at www.campbellsoupcompany.com.
Shareholders may elect to receive
future distributions of annual reports and proxy statements by electronic
delivery and vote Campbell shares on-line. To take advantage of this service you
will need an e-mail account and access to an Internet browser. To enroll, go to
the Investor Center on www.campbellsoupcompany.com and click on E-Delivery of
Materials.
|
Campbell Soup
Company |
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|
2016 Proxy
Statement |
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07 |
Table of Contents
ITEM 1 ELECTION OF
DIRECTORS
The Campbell By-Laws give our Board the
authority to determine the number of directors. Our Board is currently comprised
of 12 directors. Directors are to be elected to hold office until the next
Annual Meeting of Shareholders, or until their earlier resignation or
retirement. Directors are elected by a majority of the votes cast; abstentions
and broker non-votes will not be counted as votes cast on this
proposal.
The Governance Committee is responsible
for investigating, reviewing and evaluating the qualifications of candidates for
membership on the Board and for assessing the contributions and performance of
directors eligible for re-election. It is also responsible for recommending
director nominees for approval by the Board and nomination for election at the
Annual Meeting of Shareholders.
DIRECTOR
QUALIFICATIONS AND BOARD COMPOSITION
The Governance Committee works with the
Board to determine the appropriate mix of characteristics, skills, knowledge and
experience for the Board as a whole and for individual directors. The Committee
strives to maintain an engaged, independent Board with broad and diverse
experience and judgment that is committed to representing the long-term
interests of our shareholders. The Governance Committee believes that all
directors should be persons of the highest personal and professional ethics,
integrity and values who abide by exemplary
standards of business and professional conduct. Directors should bring an
inquisitive and objective perspective, practical wisdom and mature judgment to
the Board and be committed to devoting the time and attention necessary to
fulfill their duties and responsibilities. In furtherance of these objectives,
the Governance Committee considers a wide range of factors when nominating
candidates for election to the Board, including:
■ |
Leadership experience and
professional expertise. The
Governance Committee is committed to ensuring we have an experienced,
qualified Board with leadership expertise and professional expertise in
areas relevant to Campbell, such as: |
○ |
consumer products |
○ |
marketing |
○ |
finance and
accounting |
○ |
mergers and
acquisitions |
○ |
innovation |
○ |
strategy |
○ |
international
expansion |
○ |
corporate
governance |
■ |
Enhancing the Boards
diversity. Although the Board does
not have a specific diversity policy, the Governance Committee takes into
account a nominees ability to contribute to the diversity of skills,
backgrounds and experience of the Board. It considers the race, ethnicity,
gender, age, cultural background and professional experience of each
nominee and of the Board as a whole. |
■ |
Ensuring a balanced mix of
tenures. The Governance Committee
believes it is important to maintain a mix of experienced directors with a
deep understanding of the Company and others who bring a fresh
perspective. We expect our average director tenure to continue to evolve
over the next several years as current directors approach retirement and
new members are recruited. |
■ |
Complying with applicable
independence standards and policies on conflicts. The Governance Committee considers potential competitive
restrictions, other positions the director has held or holds (including
other board memberships) and director independence. It believes that any
nominee for election to the Board should be willing and able to devote the
proper time and attention to fulfill the responsibilities of a director
and have no conflicts of interest arising from other relationships or
obligations. |
The Board has carefully considered whether
the slate of director nominees, taken as a whole, fulfills the objectives for
Board composition noted above. The director nominees collectively have a mix of
various skills and qualifications, some of which are listed in the table below.
These collective attributes enable the Board to provide insightful leadership as
it strives to advance our strategies and deliver returns to shareholders.
|
■ |
accounting |
|
|
■ |
business leadership |
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|
■ |
consumer packaged
goods |
|
|
■ |
corporate governance |
|
|
■ |
finance/capital
allocation |
|
|
■ |
financial
expertise/literacy |
|
|
■ |
health and well-being |
|
|
■ |
international business |
|
|
■ |
long-term investor
perspective |
|
|
■ |
marketing/brand
management |
|
|
■ |
operational management |
|
|
■ |
sales |
|
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|
08 www.campbellsoupcompany.com
Table of Contents
DIRECTOR
NOMINEES
All of the current directors are standing
for re-election. All director nominees listed in this proxy statement, other
than Keith R. McLoughlin, were also nominated by our Board and elected by the
shareholders at the 2015 Annual Meeting of Shareholders. Mr. McLoughlin was
elected by the directors to our Board on February 24, 2016. All of the nominees
are independent directors, except Ms. Morrison. If a nominee becomes unable or
unwilling to serve, proxies will be voted for the election of such person as
shall be designated by the Board of Directors to replace such nominee, or,
in lieu thereof, the Board may reduce its size. The Board knows of no reason why
any nominee shall be unable or unwilling to serve. Except as otherwise specified
on your proxy card, proxies will be voted for election of the nominees named on
pages 9 through 15.
Biographical information, including the
specific experience, qualifications and skills of each of the director nominees
is included below.
YOUR BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL
NOMINEES |
Director Since: 1989
Age: 70
Committee Memberships:
●Compensation and Organization
●Governance (Co-Chair) |
|
BENNETT
DORRANCE Independent
Director
Biography Bennett Dorrance is Managing Director and a co-founder
of DMB Associates, a real estate development firm headquartered in
Phoenix, Arizona, which specializes in large master planned
communities. |
|
|
|
Skills and
Qualifications Mr. Dorrance brings
expertise in real estate development and operational management to the
Campbell Board. In addition, as a descendent of Campbell Soup Companys
founder and a significant shareholder, Mr. Dorrance has extensive
knowledge of Campbells history, organization and culture, and adds the
perspective of a long-term, highly committed director and shareholder to
the deliberations and decisions of the Board. |
|
|
|
Other Public Company
Boards Insight Enterprises, Inc.,
2004 present |
|
Campbell Soup
Company |
|
|
2016 Proxy
Statement |
|
09 |
Table of Contents
Director Since: 2002
Age: 69
Committee Memberships:
●Compensation and Organization
●Governance (Co-Chair) |
|
RANDALL W.
LARRIMORE Independent
Director
Biography Randall W. Larrimore served as President and Chief
Executive Officer of United Stationers Inc., a wholesaler and distributor
of office products, from 1997 until his retirement in 2002. Prior to
joining United Stationers (now known as Essendant), he was President and
Chief Executive Officer of MasterBrand Industries, Inc. (now known as
Fortune Brands Home and Security), Chairman and Chief Executive Officer of
Master Lock Company and Chairman of Moen Incorporated. Mr. Larrimore also
served as President of Beatrice Home Specialties, and held executive
positions at PepsiCo, including the position of President of Pepsi-Cola
Italy. Earlier in his career, Mr. Larrimore was a senior consultant with
McKinsey & Company and worked in brand management with
Richardson-Vicks (now part of Procter & Gamble). Mr. Larrimore was
also a Captain in the U.S. Army Reserves. |
|
|
|
Skills and
Qualifications Mr. Larrimore has
extensive executive leadership and board experience, business acumen and
considerable knowledge of the packaged goods industry. He also brings
expertise in marketing, sales, strategic planning and mergers and
acquisitions to the Campbell Board. |
|
|
|
Other Public Company
Boards Olin Corporation, 1998
present |
Director Since: 2014
Age: 55
Committee Memberships:
●Compensation and Organization
●Governance |
|
MARC B.
LAUTENBACH Independent
Director
Biography Marc B. Lautenbach has served as President and Chief
Executive Officer at Pitney Bowes Inc., a global technology company, since
2012. Before joining Pitney Bowes, Mr. Lautenbach spent 27 years in senior
leadership roles at International Business Machines Corporation (IBM), a
global technology services company, most recently serving as Managing
Partner, North America, IBM Global Business Services. |
|
|
|
Skills and
Qualifications As a sitting Chief
Executive Officer, Mr. Lautenbach brings executive leadership experience
to the Campbell Board. He possesses substantial operational experience in
the technology field, as well as marketing, sales and product development
experience. Mr. Lautenbach has worked with a broad range of customers and
clients, and has significant international experience. |
|
|
|
Other Public Company
Boards Pitney Bowes, Inc., 2012
present |
10 www.campbellsoupcompany.com
Table of Contents
Director Since: 1990
Age: 66
Committee Memberships:
●Compensation and Organization
●Finance and Corporate Development |
|
MARY ALICE
DORRANCE MALONE Independent
Director
Biography Mary Alice Dorrance Malone is President of Iron Spring
Farm, Inc., horse breeding and performance centers in Pennsylvania and
Florida, which she founded in 1976. She has served for many years on the
boards of several non-profit organizations and actively participates in
various philanthropic organizations. |
|
|
|
Skills and
Qualifications Ms. Malone is an
entrepreneur, a private investor and an officer of several private
companies. She has a keen interest in health and wellness matters and
brings valuable insights to the Campbell Board in this area. As a
descendent of Campbell Soup Companys founder and a significant
shareholder, she possesses extensive knowledge of Campbells history,
organization and culture, and the strategic perspective of a long-term,
highly committed director and shareholder. |
|
|
|
Other Public Company
Boards None in the past 5
years |
Director Since: 2005
Age: 61
Committee Memberships:
●Audit (Chair)
●Governance |
|
SARA
MATHEW Independent
Director
Biography Sara Mathew was Chairman of the Board and Chief
Executive Officer of The Dun & Bradstreet Corporation, a leading
source of commercial data, analytics and insights on business, from July
2010 until October 2013. Before assuming the combined role of chief
executive officer and chairman, she held a number of other leadership
positions at Dun & Bradstreet, including President and Chief Executive
Officer, President and Chief Operating Officer, and Chief Financial
Officer. In her preceding 18-year career at Procter & Gamble, a global
provider of consumer packaged goods, she held a number of executive
positions, including Vice President of Finance with responsibility for
Australia, Asia and India, and Comptroller and Chief Financial Officer of
the Global Baby Care business unit. |
|
|
|
Skills and
Qualifications As a former chairman,
chief executive officer and chief financial officer of a global public
company, Ms. Mathew brings valuable knowledge and insights in global
business and financial matters to the Campbell Board. She also has
significant operational management and consumer products experience, as
well as extensive experience as a public company
director. |
|
|
|
Other Public Company
Boards Freddie Mac, 2013
present Shire plc, 2015 present Avon Products, Inc., 2014
2016 The Dun & Bradstreet Corporation, 2008
2013 |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
11 |
Table of Contents
Director Since: 2016
Age: 60
Committee Memberships:
●Audit
●Governance |
|
KEITH R.
MCLOUGHLIN Independent
Director
Biography Keith R. McLoughlin is a consultant for Electrolux AB, a
global manufacturer of major household appliances, where he served as
President and Chief Executive Officer from 2011 until February 1, 2016.
Mr. McLoughlin joined Electrolux in 2003, where he was the President of
the Electrolux Home Products North America, Head of Major Appliances in
North America and Latin America, Executive Vice President and Head of
Global Operations prior to being appointed President and Chief Executive
Officer of Electrolux. |
|
|
|
Skills and
Qualifications As the former CEO for
a global enterprise, Mr. McLoughlin possesses significant executive
leadership experience and expertise in international business and
operations. His additional experience in retail sales, marketing,
innovation, strategy development, and organizational and human resource
matters provide valuable insights to the deliberations of the Campbell
Board. |
|
|
|
Other Public Company
Boards Briggs & Stratton Corp.,
2007 present |
Director Since: 2010
Age: 62 |
|
DENISE M.
MORRISON President and Chief
Executive Officer of Campbell Soup Company
Biography Denise M. Morrison has served as President and Chief
Executive Officer of Campbell Soup Company since August 2011. She joined
Campbell in 2003 as Senior Vice President and President-Global Sales/Chief
Customer Officer, and was appointed President of Campbell USA in 2005. She
served as Senior Vice President and President of North America Soup,
Sauces and Beverages from 2007 until September 2010, and as Executive Vice
President and Chief Operating Officer from October 2010 until assuming the
role of President and CEO. |
|
|
|
Skills and
Qualifications Ms. Morrison has a
distinguished record of building strong businesses and growing iconic
brands. She brings executive leadership experience, financial acumen and
40 years of experience in the consumer packaged goods industry to the
Campbell Board. Her prior experience in sales, marketing, operations and
business development, both at Campbell and other leading consumer product
companies, add to her deep understanding of our business and our
industry. |
|
|
|
Other Public Company
Boards MetLife, Inc., 2014
present The Goodyear Tire and Rubber Company, 2005
2011 |
12 www.campbellsoupcompany.com
Table of Contents
Director Since: 1999
Age: 71
Committee Memberships:
●Audit
●Finance and Corporate Development (Chair) |
|
CHARLES R.
PERRIN Independent
Director
Biography Charles R. Perrin retired as Chief Executive Officer of
Avon Products, Inc., a global manufacturer and marketer of beauty and
related products, in 1999. He served as Vice Chairman and Chief Operating
Officer of Avon from January 1998 to June 1998. From 1994 to 1996, he was
Chairman and Chief Executive Officer of Duracell International Inc., a
manufacturer of batteries. Previously, he also worked at
Chesebrough-Ponds, Inc. where he served as President of the Packaged Food
Division. |
|
|
|
Skills and
Qualifications Mr. Perrin brings
executive leadership experience and perspective to the Campbell Board. He
also has significant expertise in the areas of consumer marketing, retail
sales and the packaged goods industry. |
|
|
|
Other Public Company
Boards Abercrombie & Fitch Co.,
2014 present Warnaco Group, Inc., 2004
2013 |
Director Since: 2009
Age: 67
Committee Memberships:
●Compensation and Organization (Chair)
●Finance and Corporate Development |
|
NICK
SHREIBER Independent
Director
Biography Nick Shreiber served as President and Chief Executive
Officer of Tetra Pak Group, a global provider of packaging and processing
solutions for food, from 2000 until his retirement in 2005. He spent 18
years at Tetra Pak and held a variety of international executive
positions, including responsibility for North and South America. Prior to
Tetra Pak, Mr. Shreiber was a partner with McKinsey & Co., where he
spent eight years with engagement responsibility for major clients in
Europe and Latin America, in diverse industrial and service
sectors. |
|
|
|
Skills and
Qualifications Mr. Shreiber is an
international executive with more than 30 years of senior leadership
experience in both line management and management consulting. He has
extensive experience in the food industry from the perspective of value
chain and packaging. He also brings valuable expertise on issues relating
to leadership, organization and strategy to the Campbell
Board. |
|
|
|
Other Public Company
Boards Radiant Systems, Inc.,
2011 |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
13 |
Table of Contents
Director Since: 2011
Age: 54
Committee Memberships:
●Audit
●Finance and Corporate Development |
|
TRACEY T.
TRAVIS Independent
Director
Biography Since August 2012, Tracey T. Travis has been Executive
Vice President and Chief Financial Officer for The Estée Lauder Companies
Inc., a global manufacturer and marketer of skincare, makeup, fragrance
and hair products. Before assuming her current role at Estée Lauder, she
served as Senior Vice President of Finance and Chief Financial Officer at
Ralph Lauren Corporation, a global designer, marketer and distributor of
lifestyle products, from 2005 until July 2012. |
|
|
|
Skills and
Qualifications Ms. Travis possesses
valuable business experience, both domestically and internationally, with
particular strengths in the areas of financial management and reporting,
brand building, mergers and acquisitions and operational management. As a
result of her experience with a number of leading global consumer product
companies, she brings valuable insights regarding the marketing of
consumer products to the Campbell Board. |
|
|
|
Other Public Company
Boards Jo-Ann Stores, Inc., 2003
2011 |
Director Since: 2009
Age: 59
Committee Memberships:
●Audit
●Finance and Corporate Development |
|
ARCHBOLD D.
VAN BEUREN Independent
Director
Biography Archbold D. van Beuren served as Senior Vice President
and President-Global Sales and Chief Customer Officer for Campbell Soup
Company, from 2007 until his retirement in October 2009. Mr. van Beuren
joined Campbell in 1983 as an Associate Marketing Manager and served in
various positions of increasing responsibility, including President of
Godiva Chocolatier and President of a division responsible for the North
America Foodservice business and the Companys Canadian, Mexican and Latin
American businesses. |
|
|
|
Skills and
Qualifications Mr. van Beuren brings
wide-ranging skills in operational management and extensive knowledge of
Campbell, its customers, its products and the food industry to the Board.
He is also a descendant of the founder of Campbell Soup Company and adds
the perspective of a long-term, highly committed shareholder to the
Boards discussions. |
|
|
|
Other Public Company
Boards None in the past 5
years |
14 www.campbellsoupcompany.com
Table of Contents
Director Since: 2003
Age: 67
CHAIRMAN OF THE BOARD |
|
LES C.
VINNEY Independent
Director
Biography Les C. Vinney has served as non-executive Chairman of the Board of
Campbell Soup Company since November 1, 2015. Mr. Vinney served as
President and CEO of STERIS Corporation, a provider of infection
prevention and surgical products and services, from 2000 until 2007, and
served as Senior Advisor to STERIS until his retirement in 2009. Prior to
becoming President and Chief Executive Officer, he was Senior Vice
President and Chief Financial Officer of STERIS. |
|
|
|
Skills and
Qualifications Mr. Vinney brings
executive leadership and management experience to the Campbell Board. His
experience in the healthcare industry is especially valuable to Campbells
strategic objectives. Mr. Vinney also has significant expertise in the
areas of accounting, finance and strategic planning. |
|
|
|
Other Public Company
Boards Patterson Companies, Inc.,
2008 present |
DIRECTOR
INDEPENDENCE
A statement of standards that the Board
has adopted to assist it in evaluating the independence of the Campbell Board
appears in the corporate governance section of our website at www.campbellsoupcompany.com. The Standards for the
Determination of Director Independence (the Standards) describe various types
of relationships that could potentially exist between a director and Campbell,
and define the thresholds at which such relationships would be deemed material
under the New York Stock Exchange (NYSE) Corporate Governance Standards. The
Board will deem a director to be independent if (i) no relationship exists that
would disqualify the director under the guidelines set forth in the Standards,
and (ii) the Board has determined, based on all
relevant facts and circumstances, that any other relationship between the
director and Campbell, not covered by the Standards, is not material. In any
case in which the Board makes the latter determination, the relationship will be
disclosed in the proxy statement, along with the basis for the Boards
conclusion that it is not material.
The Board has determined that no
relationship exists between Campbell and any nominee for director listed in this
proxy statement, except Ms. Morrison, which would influence or impair the
nominees independence as a director. Each of the following directors and
director nominees is independent under the NYSE Corporate Governance Standards
and the Standards:
|
■ |
Bennett Dorrance |
|
|
■ |
Randall W. Larrimore |
|
|
■ |
Marc
B. Lautenbach |
|
|
■ |
Mary
Alice D. Malone |
|
|
■ |
Sara
Mathew |
|
|
■ |
Keith R. McLoughlin |
|
|
■ |
Charles R. Perrin |
|
|
■ |
Nick
Shreiber |
|
|
■ |
Tracey T. Travis |
|
|
■ |
Archbold D. van Beuren |
|
|
■ |
Les C. Vinney |
|
Each member of the Audit, Compensation and
Organization, Finance and Corporate Development, and Governance Committees is an
independent director pursuant to all applicable NYSE Corporate Governance
Standards and the Standards. In addition, each member of the Audit Committee
also meets the additional independence standards for audit committee members
established by the Securities and Exchange
Commission (SEC), and each member of the Compensation and Organization
Committee also qualifies as a Non-Employee Director as defined in Rule 16b-3
of the Securities Exchange Act of 1934, as amended (Exchange Act), and as an
outside director for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended (IRC).
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
15 |
Table of Contents
CORPORATE GOVERNANCE POLICIES AND
PRACTICES
The Board of Directors is responsible for
overseeing our business, and the competence and integrity of our management, to
serve the long-term interests of our shareholders. The Board believes that sound
corporate governance is essential to effective fulfillment of its oversight
responsibilities. The Board has adopted Corporate Governance Standards, which
are reviewed at least annually and updated as needed. The Corporate Governance
Standards provide a framework for effective
corporate governance of the Company. You can find a copy of our Corporate
Governance Standards, along with the charters of the four standing Board
committees, our Certificate of Incorporation and By-laws, and our Policy
Concerning Transactions with Related Persons, in the corporate governance
section of our website at www.campbellsoupcompany.com. Some highlights of our
corporate governance include:
|
■ |
Annual election of directors |
|
|
■ |
Majority voting standard in uncontested elections |
|
|
■ |
Independent Board Chairman |
|
|
■ |
Independent directors meet in executive session at every Board
meeting |
|
|
■ |
Policy against hedging and pledging (subject to
grandfathering) applicable to all directors and executive officers |
|
|
■ |
No
shareholder rights plan or poison pill |
|
|
■ |
Robust stock ownership guidelines for directors and executive
officers |
|
|
■ |
Shareholder ability to act by written consent |
|
|
■ |
Annual shareholder ratification of independent auditors |
|
|
■ |
Board orientation and director education program |
|
|
■ |
Annual Board, committee and director
evaluations |
|
BOARD LEADERSHIP
STRUCTURE
We have a long-standing tradition of
separating the roles of Chairman of the Board and Chief Executive Officer. The
Board continues to believe that this is the most appropriate leadership
structure for us. The principal responsibility of the Chief Executive Officer is
to manage the business. The principal responsibilities of the Chairman of the Board are to manage the
operations of the Board of Directors and its committees and provide counsel to
the Chief Executive Officer on behalf of the Board.
MAJORITY
VOTING
We have a majority vote standard in
uncontested director elections. Under our By-Laws, in an uncontested election,
each director shall be elected by an affirmative majority of the votes cast to
hold office until the next annual meeting and until their successor is elected
and shall have qualified. In contested elections (those where the number of
nominees exceeds the number of directors to be elected), a plurality vote
standard shall apply. Shareholders may vote for or against each nominee, or
they may abstain from voting on a nominee; however, abstentions will have no
effect in determining whether the required majority vote has been
obtained.
In the event an incumbent director fails
to receive an affirmative majority of the votes cast in an uncontested election,
the Corporate Governance Standards provide that the director shall tender his or
her resignation. The Governance Committee and the Board would then consider and
take appropriate action on such offer of resignation in accordance with the
Corporate Governance Standards. The resignation policy set forth in the
Corporate Governance Standards does not apply to contested elections.
PROCESS FOR
NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES
The Governance Committee is responsible
for evaluating the qualifications of director candidates and recommending
director nominees for approval by the Board and nomination for election at the
Annual Meeting of Shareholders.
Re-Nomination of
Incumbent Directors. Our Corporate
Governance Standards require the Governance Committee to assess the performance
of each director eligible for re-election at the Annual Meeting. The Governance
Committee conducts its assessment annually in advance of its recommendation of a
slate of director nominees for approval by the Board. In fiscal 2016, each
incumbent director was evaluated in light of the criteria in the Corporate
Governance Standards and the factors described on
page 8 with respect to the qualification of directors and the composition of the
Board. In addition, the Co-Chairs of the Governance Committee solicit an
assessment of each director from the Chairman of the Board and the Chief Executive
Officer.
Evaluation of
New Nominees. When identifying
potential director candidates whether to replace a director who has retired or
resigned or to expand the Board to gain additional capabilities the Committee
determines the skills, experience and other characteristics that a potential
nominee should possess in light of the composition and needs of the Board and
its committees, including whether or not the nominee
16 www.campbellsoupcompany.com
Table of Contents
would be considered independent under the
NYSE Corporate Governance Standards and the Standards, and seeks candidates with
those qualifications.
All candidates considered by the
Governance Committee for recommendation to the Board as director nominees are
evaluated in light of the criteria in the Corporate Governance Standards and the
factors and objectives described on page 8. The Governance Committee will also
consider the assessment of any search firm it has retained and the background
information such firm provides on any person it recommends for consideration.
The Chairman of the Board, the Co-Chairs of the Governance Committee and the
Chief Executive Officer customarily interview leading candidates. Other
directors may also interview these candidates.
Although not required to do so, the
Committee may consider candidates proposed by our directors or our management
and may also retain an outside firm to help identify and evaluate potential
nominees. The Committee will also consider nominations from shareholders. The
nominee evaluation process is the same whether the nomination comes from a Board
member, management a search firm or a shareholder. If the Committee recommends a
candidate to the Board, the Board may as with any nominee either accept or
reject the recommendation.
Shareholder
Recommendations. Shareholders who
wish to recommend candidates for nomination for election to the Board may do so
by writing to the Corporate Secretary of Campbell
Soup Company at 1 Campbell Place, Camden, New Jersey 08103. The recommendation
must include the following information:
|
1. |
The candidates name and business address; |
|
|
|
|
2. |
A resume or curriculum vitae, which describes the
candidates background and demonstrates that he or she meets the
qualifications set forth on page 8; |
|
|
|
3. |
A letter from the candidate stating that he or she is
willing to serve on the Board if elected, and identifying any legal or
regulatory proceedings in which he or she has been involved during the
last ten years; and |
|
|
|
4. |
A statement from the shareholder recommending the
candidate, indicating that he or she is the registered owner of Campbell
shares, or a written statement from the record holder of Campbell shares
indicating that the shareholder is the beneficial owner of such
shares. |
Shareholders who wish to propose a
director nominee at an annual meeting must follow the advance notice procedures
contained in our By-laws, which include notifying the Corporate Secretary at
least 90 but not more than 120 days before the first anniversary of the prior
years annual meeting. Based on this years annual meeting date of November 16,
2016, a notice will be considered timely for the 2017 Annual Meeting of
Shareholders if our Corporate Secretary receives it no earlier than August 18,
2017 and no later than September 17, 2017. Please see Submission of Shareholder
Proposals for 2017 Annual Meeting on page 60 for additional
information.
EVALUATIONS OF
BOARD PERFORMANCE
The Governance Committee leads annual
evaluations of Board and committee performance. The evaluation process is
designed to facilitate ongoing, systematic examination of the Boards
effectiveness and accountability, and to identify opportunities for improving
its operations and procedures. In fiscal 2016, the Board conducted a
self-evaluation focused on the effectiveness of the performance of the Board as
a whole. Each standing committee conducted a separate evaluation of its own
performance and of the adequacy of its charter.
TRANSACTIONS WITH
RELATED PERSONS
Under our written Policy Concerning
Transactions with Related Persons (the Related Persons Policy), the Governance
Committee is required to review and, in appropriate circumstances, approve or
ratify any transaction in which Campbell was or is to be a participant, the
amount involved exceeded or is expected to exceed $120,000 and any related
person had or will have a direct or indirect interest, as well as any material
amendment to or modification of such a transaction.
In determining whether to approve or
ratify a transaction, the Governance Committee is directed to consider, among
other factors it may deem appropriate, whether the transaction was or will be on
terms no less favorable than those generally available to an unaffiliated third
party under the same or similar circumstances. No director may participate in
the discussion or approval of a transaction in which he or she, or a member of
his or her immediate family, has a direct or indirect interest. The Co-Chairs of
the Governance Committee (or, if a transaction involves one of the Committee
Co-Chairs, the Chairman of the Board) may approve or ratify a related person
transaction in which the aggregate amount involved is less than $1 million. Any
transaction approved or ratified by the Co-Chairs or the Chairman is to be
reported to the Governance Committee at its next regularly scheduled
meeting.
The Governance Committee determined the
following qualified as a related person transaction in fiscal 2016, and ratified
the transaction in accordance with the Related Persons Policy. During fiscal
2016, Campbell invested approximately $3.5 million, both directly and indirectly
through a limited partnership, in Juicero, Inc., a private company. Prior to the
beginning of fiscal 2016, Campbell had an existing investment of $10 million in
Juicero which, when combined with our fiscal 2016 investment, brings our total
direct and indirect investment in Juicero to $13.5 million. Jeffrey T. Dunn,
President of our Campbell Fresh division, was a member of Juiceros board of
directors and a Juicero stockholder prior to our initial investment in that
company, and he continues to serve on the Juicero board and hold approximately
1% of Juiceros outstanding equity. Mr. Dunn invested $500,000 in Juicero in March 2014
to acquire his equity interest in that company.
There were no other transactions during
the period from August 3, 2015 through the date of this proxy statement, and
none are currently proposed, in which Campbell was or is to be a participant,
the amount involved exceeded or is expected to exceed $120,000, and any related
person had or will have a direct or indirect material interest.
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
17 |
Table of Contents
BOARD
OVERSIGHT OF ENTERPRISE RISK
Enterprise risk management is an integral
part of our business processes. Senior management is primarily responsible for
establishing policies and procedures designed to assess and manage the Companys
significant risks. We have an Enterprise Risk Management steering committee,
comprised of the members of our Campbell Leadership Team and supported by other
executives with subject-matter expertise, that provides oversight of enterprise
risks and our processes to identify, measure, monitor and manage these risks.
The Board oversees the enterprise risk
management process, including reviews of the most significant risks the Company
faces and the manner in which our executives manage these risks. In accordance with NYSE Corporate Governance
Standards, the Audit Committee charter assigns to that committee the
responsibility to review our policies and procedures with respect to risk
assessment and risk management. At the Audit Committees recommendation, the
Board adopted a framework pursuant to which it delegated oversight for certain
categories of enterprise risks to each of its standing committees, as shown
below. This structure enables the Board and its Committees to coordinate the
risk oversight role. We believe that the separation of the Chairman and CEO
roles further supports the Boards risk oversight role.
Responsibility for Risk
Oversight Campbell Board and Committees
Full Board |
|
Audit Committee |
|
Compensation
and Organization Committee |
|
Finance and
Corporate Development Committee |
|
Governance Committee |
●Strategy |
|
●ERM policies and
procedures |
|
●Compensation
policies and practices |
|
●Capital management
and structure |
|
●Governance
risks |
●Operations |
|
●Financial statements
and financial reporting processes |
|
●Executive incentive
compensation and stock ownership |
|
●Liquidity and credit
matters |
|
●Director
compensation |
●Market dynamics,
including competition and consumer/ customer trends |
|
●Accounting and audit
matters |
|
●Executive retention
and succession planning |
|
●Investment policies,
strategies and guidelines |
|
●Review of
transactions with related persons |
●Significant
portfolio transactions (e.g., acquisitions, divestitures, restructurings,
joint ventures) |
|
●Information
technology and security |
|
●Risk assessment of
incentive compensation programs |
|
●Financial
plan |
|
|
●Regulatory |
|
●Legal and compliance
matters |
|
|
|
|
|
|
CORPORATE SOCIAL RESPONSIBILITY
At Campbell, we are guided by our purpose
Real food that matters for lifes
moments. Our consumers trust us to govern
ourselves in a way that is conscious of our impact on the planet and people. For
this reason, we put corporate responsibility and sustainability at the heart of
our purpose and core business strategies. At Campbell, we define corporate
responsibility and sustainability as advancing global nutrition and wellness;
helping build a more sustainable environment; and honoring our role in society,
from the farm to the family.
At Campbell, our governance structure
helps us to successfully integrate corporate responsibility and sustainability
into our everyday operations. This structure begins with the support of our
Chief Executive Officer and executive team and oversight by our Board of
Directors. Annual updates on corporate responsibility and sustainability are
provided to the Audit Committee, and progress against defined corporate
responsibility metrics is a component of our annual incentive compensation
program.
Learn More About
Corporate Social Responsibility at Campbell |
|
|
We invite you to view our 2016
Corporate Responsibility Report at www.campbellcsr.com |
THE
BOARDS ROLE IN TALENT DEVELOPMENT
A primary Board responsibility is to
ensure that we have the appropriate management talent to successfully execute
our strategies. Our Board believes that effective talent development is critical
to Campbells continued success. Our Boards involvement in leadership
development and succession planning is systematic and ongoing. The Board plans
for CEO succession and oversees managements planning for succession of other
key executive positions. Our
18 www.campbellsoupcompany.com
Table of Contents
Board calendar includes at least one
meeting each year at which the Board conducts a detailed review of the Companys
talent strategies, leadership pipeline and succession plans for key executive
positions. The Compensation and Organization Committee oversees the process of
succession planning and implements programs to
retain and motivate key talent. To assist the Board, the CEO annually provides
the Board with an assessment of senior managers and their potential to succeed
to the position of CEO or other key executive positions.
DIRECTOR
CONTINUING EDUCATION
We maintain a formal program of continuing
education for directors. The Governance Committee is responsible for the
administration of the program, which expects each Director to complete a total
of 16 hours of director continuing education over the course of two years.
Directors may meet this expectation through a combination of Company-sponsored
courses or events, in-person or online director
education programs sponsored by outside parties, online training courses offered
as part of our compliance training program for employees, and certain other
educational experiences as may be approved by the Governance Committee from time
to time.
COMMUNICATING WITH THE BOARD
Interested persons may communicate with
the full Board of Directors or the non-management directors by writing to the
Chairman of the Board or to the non-management directors as a group in care of
the Office of the Corporate Secretary at the Companys headquarters, or by email
to directors@campbellsoup.com. Concerns communicated to the Board will be
addressed through the Companys regular procedures for addressing such matters.
Our Corporate Secretary receives and processes all communications and will refer
relevant and appropriate communications to the Chairman. Depending upon the
nature of the concern, it may be referred to the Companys Corporate Audit
Department, the Legal or Finance Department, or other appropriate departments.
Any concerns about Campbells governance,
corporate conduct, business ethics or financial practices may also be
communicated to the Board by calling the following toll-free Hotline telephone
number in the U.S. and Canada: 1-800-210-2173. To
place toll-free calls from other countries where we have operations, please see
the instructions listed in the corporate governance section of our website at
www.campbellsoupcompany.com. Any concern relating to accounting, internal
accounting controls or auditing matters will be referred both to the Chairman
and to the Chair of the Audit Committee.
As they deem necessary or appropriate, the
Chairman of the Board or the Chair of the Audit Committee may direct that
certain concerns communicated to them be presented to the Audit Committee or the
full Board, or that they receive special treatment, including the retention of
outside counsel or other outside advisors.
Campbell policy prohibits the Company and
any of our employees from retaliating in any manner, or taking any adverse
action, against anyone who raises a concern or helps to investigate or resolve
it.
BOARD
MEETINGS AND COMMITTEES
Directors meet their responsibilities by
preparing for and attending Board and committee meetings, and through
communication with the Chairman, the Chief Executive Officer and other members
of management on matters affecting the Company. During fiscal 2016, the Board of
Directors held six regular meetings and no special meetings. All directors
attended at least 83% of scheduled Board meetings and meetings held by
committees of which they were members.
All directors who are standing for
re-election are expected to attend the Annual Meeting of Shareholders. Eleven of
the twelve directors who were standing for re-election attended the 2015 Annual
Meeting of Shareholders.
Board Committee
Structure |
The Board has established four standing
committees as of the record date: the Audit Committee; the Compensation and
Organization Committee; the Finance and Corporate Development Committee; and the
Governance Committee. Each of the standing committees has a charter that is
reviewed annually by that committee. Proposed changes to the charter of any
standing committee are approved by the Board. The committee charters are
available in the corporate governance section of the Companys website at
www.campbellsoupcompany.com. Actions taken by any of the standing committees are reported to the Board. All members of the Board
receive copies of the minutes of all committee meetings and copies of the
materials distributed in advance of the meetings for all of the
committees.
Information regarding membership in the
standing committees as of the date of this proxy, the number of meetings held by
each committee in fiscal 2016, the principal responsibilities of the standing
committees, and other relevant information is described in the tables that
follow.
|
Campbell Soup
Company |
|
|
2016 Proxy
Statement |
|
19 |
Table of Contents
|
|
|
|
|
|
Meetings in fiscal 2016: 12
Committee
Members: Sara Mathew (Chair) Keith R. McLoughlin Charles R.
Perrin Tracey T. Travis Archbold D. van Beuren |
|
Primary
Responsibilities
●Evaluates the
performance of and appoints the independent registered public accounting
firm;
●Reviews the scope
and results of the audit plans of the independent registered public
accounting firm and the internal auditors;
●Reviews the
performance and resources of the internal audit function, which reports
directly to the Audit Committee;
●Reviews the
Companys policies and practices with respect to risk assessment and risk
management;
●Reviews the
financial reporting and accounting principles and standards and the
audited financial statements to be included in the annual
report;
●Reviews the
quarterly financial results and related disclosures;
●Approves all
permissible non-audit services to be performed by the independent
registered public accounting firm and all relationships that the
independent registered public accounting firm has with Campbell;
and
●Reviews the legal
compliance and ethics program and Code of Business Conduct and
Ethics.
Financial Expertise
and Financial Literacy
The Board has determined that Sara
Mathew and Tracey T. Travis are audit committee financial experts, as
defined by the SEC rules, and that all members of the Audit Committee are
financially literate within the meaning of the NYSE Corporate Governance
Standards.
Report
The Audit Committee report begins on
page 24 of this proxy statement. |
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION AND
ORGANIZATION COMMITTEE
Meetings in fiscal 2016: 5
Committee
Members: Nick Shreiber (Chair) Bennett Dorrance Randall W.
Larrimore Marc B. Lautenbach Mary Alice D. Malone |
|
Primary
Responsibilities
●Reviews and approves
the short-term and long-term incentive compensation programs, including
the performance goals;
●Reviews and approves
the salaries and incentive compensation for senior executives, including
the Chief Executive Officer, and total incentive compensation to be
allocated annually to employees;
●Reviews the
executive salary structure and the apportionment of compensation among
salary and short-term and long-term incentive
compensation;
●Conducts an annual
performance evaluation of the Chief Executive Officer by all independent
directors;
●Reviews major
organization changes and executive organization and principal programs for
executive development;
●Reviews and
recommends to the Board significant changes in the design of employee
benefit plans; and
●Conducts an
assessment of the independence of any outside advisor it chooses to
retain.
Compensation and
Organization Committee Interlocks and Insider Participation
There are no Compensation and
Organization Committee interlocks. No member of the Committee has ever
been an officer or employee of Campbell, and none of the members has any
relationship required to be disclosed under this caption under the rules
of the SEC.
Report
The Compensation and Organization
Committee report is on page 43 of this proxy statement. |
|
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|
20 www.campbellsoupcompany.com
Table of Contents
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|
|
|
|
|
FINANCE
AND CORPORATE DEVELOPMENT COMMITTEE
Meetings in fiscal 2016: 4
Committee
Members: Charles R. Perrin
(Chair) Mary Alice D. Malone Nick
Shreiber Tracey T. Travis Archbold D. van Beuren |
|
Primary
Responsibilities
●Reviews and
recommends to the Board all issuances, sales or repurchases of equity and
long-term debt;
●Reviews and
recommends changes to our capital structure;
●Reviews and
recommends the financing plan, dividend policy and capital
budget;
●Reviews and
recommends acquisitions, divestitures, joint ventures, partnerships or
combinations of business interests; and
●Reviews financial
risks and the principal policies, procedures and controls with respect to
investment and derivatives, foreign exchanges and hedging
transactions.
|
|
|
|
|
|
|
|
|
|
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|
|
GOVERNANCE COMMITTEE
Meetings in fiscal 2016: 5
Committee
Members: Bennett Dorrance
(Co-Chair) Randall W. Larrimore (Co-Chair) Marc B. Lautenbach Sara
Mathew Keith R. McLoughlin |
|
Primary
Responsibilities
Review and make recommendations to
the Board regarding:
●The organization and
structure of the Board;
●Qualifications for
director candidates;
●Candidates for
election to the Board;
●Committee chairs and
Board Committee assignments;
●Candidates for the
position of Chairman of the Board;
●Evaluation of the
Chairmans performance; and
●Amount and design of
compensation for non-employee directors, including stock ownership
guidelines.
The Governance Committee oversees
the annual Board, committee and individual director evaluation processes
and administers the director education program. The Committee also reviews
any transaction with a related person in accordance with the Boards
policy concerning such transactions, as further described on page
17. |
|
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|
COMPENSATION OF DIRECTORS
Compensation for non-employee directors is
based on principles recommended by the Governance Committee and adopted by the
Board. The Governance Committee annually reviews these principles and determines
the amount and design of all compensation provided to non-employee directors.
The table below sets forth the components of non-employee director compensation
for fiscal 2016:
Annual Cash
Retainer: |
|
$119,000 |
Annual Stock Retainer: |
|
$119,000 |
Committee Chair
Retainers: |
|
$25,000 for Audit Committee |
|
|
$20,000 for Compensation and Organization
Committee |
|
|
$15,000 for Finance and Corporate
Development Committee |
|
|
$15,000 for Governance Committee |
Audit Committee Member Retainer: |
|
$7,500 |
Chairmans Annual Retainer: |
|
$350,000 |
The retainers for Committee chairs, Audit
Committee members and the Chairman of the Board are in addition to the annual
cash and stock retainers paid to all non-employee directors. These additional
retainers are delivered 50% in cash and 50% in shares of Campbell stock.
Directors may elect to receive shares of Campbell stock in lieu of their cash
retainers. Our 2015 Long-Term Incentive Plan, which was approved by our
shareholders at the 2015 Annual Meeting, caps the maximum aggregate dollar value
of equity awards that can be made to any individual non-employee director in a
calendar year at $500,000.
Directors do not receive any meeting fees.
We pay for, provide or reimburse directors for expenses incurred to attend Board
and Committee meetings and director education programs. Directors do not have a
retirement plan or receive any benefits such as life or medical insurance.
Directors do receive business travel and accident insurance coverage.
|
Campbell Soup
Company |
|
|
2016 Proxy
Statement |
|
21 |
Table of Contents
Stock Ownership
Guidelines |
Under our Corporate Governance Standards,
each director is expected, within five years of first joining the Board, to own
Campbell stock or hold deferred stock units that have a value equal to five
times the annual cash retainer. As of the date of this proxy statement, each of
our non-employee directors has met or is on track to meet this
guideline.
In September 2013, our Board adopted a
policy that prohibits any director or executive officer from pledging any shares
of Campbell common stock that he or she owns or controls, directly or
indirectly, as security under any obligation on a prospective basis. Directors
who had pledged shares as of September 25, 2013 are expected to reduce the
number of shares pledged in a reasonable manner
over time. See the footnotes following the Ownership of Directors and Executive
Officers table on page 58 for additional information regarding shares subject to
pledge obligations and reductions in the number of shares pledged.
Deferred Compensation Plans for Non-Employee
Directors |
Under our Deferred Compensation Plan and
the Supplemental Retirement Plan, a non-employee director may elect to defer
payment of all or a portion of his or her fees until termination of his or her
directorship. Directors participate in the same plans as executives. See page 52 for a description of the material terms
of the Deferred Compensation Plan and the Supplemental Retirement
Plan.
2016 Director
Compensation |
|
Name |
|
Fees Earned or Paid in Cash ($) |
|
Stock Awards(1) ($) |
|
Total ($) |
|
Bennett Dorrance |
|
$126,500 |
|
$126,500 |
|
|
$253,000 |
|
Randall W. Larrimore |
|
$126,500 |
|
$126,500 |
|
|
$253,000 |
|
Marc B. Lautenbach |
|
$119,000 |
|
$119,000 |
(2) |
|
$238,000 |
|
Mary Alice D. Malone |
|
$119,000 |
|
$119,000 |
|
|
$238,000 |
|
Sara Mathew |
|
$131,500 |
|
$131,500 |
(2) |
|
$263,000 |
|
Keith R. McLoughlin |
|
$102,292 |
|
$102,292 |
|
|
$204,584 |
|
Charles R. Perrin |
|
$130,250 |
|
$130,250 |
|
|
$260,500 |
|
Nick Shreiber |
|
$129,000 |
|
$129,000 |
|
|
$258,000 |
|
Tracey T. Travis |
|
$122,750 |
|
$122,750 |
|
|
$245,500 |
|
Archbold D. van Beuren |
|
$122,750 |
|
$122,750 |
|
|
$245,500 |
|
Les
C. Vinney |
|
$294,000 |
|
$294,000 |
|
|
$588,000 |
(1) |
Amounts reported represent the
aggregate grant date fair value of shares issued to each director during
fiscal 2016, calculated in accordance with FASB ASC Topic 718. The
assumptions used in calculating these amounts are included in Note 18 to
the Consolidated Financial Statements in our Annual Report on Form 10-K
for the fiscal year ended July 31, 2016 (2016 Form 10-K). Directors are
fully vested in stock awards at the time of grant, therefore, there were
no unvested stock awards at July 31, 2016. |
|
(2) |
In 2016, Mr. Lautenbach and Ms.
Mathew elected to defer the value of their stock awards. This amount was
credited to each individuals notional account in the Supplemental
Retirement Plan and invested in the Campbell Stock Fund, which is indexed
to Campbell common stock. |
The aggregate perquisites to any
individual director did not exceed the SEC reporting threshold amount of
$10,000.
22 www.campbellsoupcompany.com
Table of Contents
ITEM 2 RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly
responsible for the appointment, compensation, retention and oversight of the
independent registered public accounting firm. The names of the directors
serving on the Audit Committee appear on page 25, immediately below the Audit
Committee Report.
The Audit Committee has re-appointed
PricewaterhouseCoopers LLP (PwC) to serve as our independent registered public
accounting firm for fiscal 2017. We have engaged PwC and its predecessor firms
since we went public in 1954. Representatives of PwC will be at the 2016 Annual
Meeting to make a statement if they desire to do so and to answer appropriate
questions from shareholders.
The Audit Committee evaluated PwCs
performance, qualifications and independence in making its determination to
re-appoint PwC. The factors considered in the evaluation included:
■ |
PwCs performance during fiscal 2016
and in previous fiscal years, including the results of a management survey
measuring (i) the quality of PwCs services, (ii) the sufficiency of PwCs
resources, (iii) PwCs communications skills and (iv) PwCs independence
and objectivity; |
■ |
PwCs approach and plan for the
fiscal 2017 audit of our financial statements and the effectiveness of our
internal controls over financial reporting; |
■ |
PwCs global reach, expertise and
experience in the consumer packaged goods industry; |
■ |
The experience, professional
qualifications and education of the PwC engagement team; |
■ |
A review of PwCs independence
program and the processes it uses to maintain independence; |
■ |
The scope of PwCs internal quality
control program and the results of its most recent quality control
reviews, including reviews by the Public Company Accounting Oversight
Board and PwCs peers; |
■ |
A review of PwCs recent legal or
regulatory issues that may impact its ability to provide services to us;
and |
■ |
The appropriateness of PwCs fees
for its professional services. |
Shareholder ratification of the
appointment is not required under the laws of the State of New Jersey or our
Articles or By-laws, but as a matter of good corporate governance, the Board is
submitting this proposal to shareholders. The affirmative vote of a majority of
the votes cast at the meeting is required for ratification. Abstentions and
broker non-votes will not be counted as votes cast on this proposal. If the
appointment is not ratified, the Audit Committee will consider whether it is
appropriate to select another audit firm. Even if the appointment is ratified,
the Audit Committee may select a different audit firm at any time during the
year if it determines that this would be in the best interests of Campbell and
our shareholders.
Your Board of Directors
Recommends a Vote For This
Proposal |
Audit Firm Fees and
Services |
The aggregate fees, including expenses,
billed by PwC, for professional services in fiscal 2016 and 2015 were as
follows:
Services Rendered |
|
Fiscal 2016 |
|
Fiscal 2015 |
Audit Fees |
|
$ |
4,424,000 |
|
$ |
4,583,000 |
Audit-Related Fees |
|
$ |
4,000 |
|
$ |
20,000 |
Tax
Fees |
|
$ |
753,000 |
|
$ |
941,000 |
All
Other Fees |
|
$ |
4,000 |
|
$ |
4,000 |
The audit fees for the years ended July
31, 2016 and August 2, 2015, include fees for professional services rendered for
the audits of our consolidated financial statements and the effectiveness of our
internal controls over financial reporting, quarterly reviews, statutory audits,
SEC filings, and accounting consultations.
The audit-related fees for the years ended
July 31, 2016 and August 2, 2015, include fees for services related to a pension
plan audit.
Tax fees for the years ended July 31, 2016
and August 2, 2015, include fees for services related to tax compliance,
including the preparation of tax returns, tax assistance with tax audits, and
transfer pricing.
Other fees for the years ended July 31,
2016 and August 2, 2015, include fees associated with the use of accounting and
technical research software.
All audit, audit-related, tax and other
fees described above were pre-approved by the Audit Committee in accordance with
its pre-approval policy.
|
Campbell Soup
Company |
|
|
2016 Proxy
Statement |
|
23 |
Table of Contents
Audit Committee Pre-Approval
Policy |
Our Audit Committees policy is to
pre-approve all audit and non-audit services provided by the independent
registered public accountants. These services may include audit services,
audit-related services, tax services and other permissible non-audit services.
The pre-approval authority details the particular service or category of service
that the independent registered public accountants will perform. Management
reports to the Audit Committee on the actual fees charged by the independent
registered public accountants for each category of service.
During the year, circumstances may arise
when it becomes necessary to engage the independent registered public
accountants for additional services not contemplated in the original
pre-approval authority. In those instances, the Audit Committee approves the
services before we engage the independent registered public accountants. In case
approval is needed before a scheduled Audit Committee meeting, the Audit
Committee has authority to delegate pre-approval authority to one of its members
who must report on such pre-approval decisions at the Audit Committees next
regular meeting.
PwC has advised us that neither it nor any
member of its firm has any financial interest, direct or indirect, in any
capacity in us or our subsidiaries. We have made similar inquiries of our
directors and executive officers, and we have identified no such direct or
indirect interest in PwC.
Management has primary responsibility for
Campbells financial statements and the reporting process, including the systems
of internal control over financial reporting. Our role as the Audit Committee of
Board of Directors is to oversee Campbells accounting and financial reporting
processes and audits of its financial statements.
Our duties include overseeing Campbells
management, internal auditors and the independent registered public accounting
firm in their performance of the following functions for which they are
responsible:
Management
● |
Preparing Campbells financial
statements in accordance with accounting principles generally accepted in
the United States of America (U.S. GAAP); |
● |
Establishing and assessing effective
financial reporting systems and internal controls and procedures;
and |
● |
Reporting on the effectiveness of
Campbells internal control over financial reporting.
|
Internal
Auditors
● |
Independently assessing managements
system of internal controls and procedures; and |
● |
Reporting on the effectiveness of
that system. |
Independent Auditors
● |
Auditing Campbells financial
statements; |
● |
Issuing an opinion about the
financial statements conformity with U.S. GAAP; and |
● |
Annually auditing the effectiveness
of Campbells internal control over financial reporting.
|
The Audit Committee discussed with the
internal auditors and the independent registered public accounting firm the
overall scope and plans for their respective audits. The Audit Committee
reviewed with the internal auditors and independent registered public accounting
firm, with and without members of management present, the results of their
audits, their assessment of Campbells internal control over financial reporting
and the overall quality of Campbells financial reporting.
Prior to Campbells filing of its Annual
Report on Form 10-K for the fiscal year ended July 31, 2016 with the Securities
and Exchange Commission (SEC),
the Audit Committee also during the
year:
● |
Reviewed and discussed with
management and the independent registered public accounting firm the
audited financial statements; |
● |
Discussed with the independent
registered public accounting firm the matters required to be discussed by
the applicable requirements of the Public Company Accounting Oversight
Board regarding the independent registered public accountants
communications with the Audit Committee; |
● |
Received from the independent
registered public accounting firm a written report stating that they are
not aware of any relationships between the registered public accounting
firm and Campbell that, in their professional judgment, may reasonably be
thought to bear on their independence, as required by applicable
requirements of the Public Company Accounting Oversight Board regarding
the independent accountants communication with the audit committee
concerning independence; |
● |
Discussed with the independent
registered public accounting firm the firms objectivity and independence;
and |
● |
Considered whether the provision of
non-audit services by the independent registered public accounting firm to
Campbell for the most recent fiscal year and the fees and costs billed and
expected to be billed by the independent registered public accounting firm
for those services are compatible with maintaining its independence.
|
24 www.campbellsoupcompany.com
Table of
Contents
Based on the review and discussions
described in this report, and subject to the limitations of the Audit
Committees role and responsibilities outlined in this report, the Audit
Committee recommended to the Board that Campbells audited consolidated
financial statements be included in Campbells Annual Report on Form 10-K for
the fiscal year ended July 31, 2016, for filing with the SEC.
Audit Committee
Sara Mathew, Chair
Keith R. McLoughlin
Charles R.
Perrin
Tracey T. Travis
Archbold D. van Beuren
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
25 |
Table of
Contents
ITEM 3 ADVISORY VOTE
ON FISCAL 2016 EXECUTIVE COMPENSATION
The SEC requires that shareholders be
given the opportunity to cast an advisory (non-binding) vote on executive
compensation. This vote, commonly known as a say-on-pay vote, gives
shareholders the opportunity to express their views on named executive officer
(NEO) compensation during a given fiscal year. Shareholders votes are not
intended to address any specific item of the compensation program, but rather to
address our overall approach to executive compensation as disclosed in this
proxy statement in accordance with the SECs rules.
As described in detail in the Compensation
Discussion and Analysis beginning on page 27, we offer a total compensation
package that is designed to attract, motivate and retain talent of the caliber
needed to deliver successful business performance in absolute terms and relative
to competition. Our compensation program is designed to link pay to Company,
division and individual performance. The objectives of the executive
compensation program are to:
■ |
Align the financial interests of our
NEOs with those of our shareholders, in both the short and long term
|
■ |
Provide incentives for achieving and
exceeding our short-term and long-term goals |
■ |
Attract, motivate and retain highly
competent executives by providing total compensation that is competitive
with compensation paid at other companies in the food, beverage and
consumer products industries |
■ |
Differentiate the level of
compensation based on individual and business unit performance, leadership
potential, and level of responsibility within the organization |
The Compensation and Organization
Committee (Committee) of the Board of Directors annually reviews our
compensation structure, including the apportionment of pay between fixed and
at-risk compensation elements, and the design of the incentive compensation programs. The Committee believes that our
executive compensation program effectively implements our compensation
principles and policies, achieves our compensation objectives, and aligns the
interests of the NEOs and shareholders. Please read the entire Compensation
Discussion and Analysis beginning on page 27 for additional details about our
executive compensation programs, including detailed information about fiscal
year 2016 compensation of the NEOs.
The Board of Directors is asking
shareholders to support our fiscal 2016 executive compensation program, as
disclosed in this proxy statement. The vote required for approval of this
proposal is a majority of the votes cast. Abstentions and broker non-votes will
not be counted as votes cast on this proposal. This vote on executive
compensation is advisory, and therefore will not be binding on Campbell Soup
Company, the Committee or the Board of Directors, and it will not be construed
as overruling any decision by the Company or the Board of Directors or creating
or implying any change to, or additional fiduciary duties for, the Company or
the Board of Directors.
Your Board of Directors
Recommends a Vote For This Proposal and
For the Following
Resolution: |
RESOLVED, that
the shareholders of Campbell Soup Company approve, on an advisory basis, the
compensation paid to Campbell Soup Companys named executive officers, as
disclosed in the 2016 Proxy Statement pursuant to the Security and Exchange
Commissions compensation disclosure rules, including the Compensation
Discussion and Analysis, the 2016 executive compensation tables and related
narrative discussion.
26 www.campbellsoupcompany.com
Table of
Contents
COMPENSATION
DISCUSSION AND ANALYSIS (CD&A)
This CD&A describes our executive
compensation program for the Chief Executive Officer (CEO), Chief Financial
Officer (CFO) and the three other most highly compensated executive officers
who are named in the summary compensation table (named executive officers or
NEOs). The Compensation and Organization
Committee (Committee) oversees all aspects of NEO compensation, including
annual incentive compensation under our Annual Incentive Plan (AIP) and other
applicable plans, and our Long-Term Incentive Program (LTI Program). The
fiscal 2016 NEOs are:
|
■Denise M.
Morrison |
|
President and Chief Executive Officer |
|
|
■Anthony P.
DiSilvestro |
|
Senior Vice President and Chief Financial Officer |
|
|
■Mark R.
Alexander |
|
President, Americas Simple Meals and Beverages |
|
|
■Adam G.
Ciongoli |
|
Senior Vice President and General Counsel |
|
|
■Jeffrey T.
Dunn |
|
President, Campbell
Fresh |
|
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
27 |
Table of
Contents
|
HOW DID WE
PERFORM? |
During fiscal 2016 we:
● |
Delivered one-year total
shareholder return (TSR) of 29.2%, and three-year cumulative TSR of
53.6% |
● |
Successfully implemented a
cost-savings program which delivered $130 million of incremental savings
in fiscal 2016, bringing our total cost savings to date to $215
million |
Our fiscal 2016 financial results, as
compared to fiscal 2015, included:
● |
Net sales of $7.961 billion, a
decrease of 1% |
● |
Earnings before interest and
taxes (EBIT) of $960 million, a decrease of 9% |
● |
Adjusted EBIT of $1.467 billion,
an increase of 11% |
● |
Earnings per share (EPS) of
$1.81, a decrease of 15% |
● |
Adjusted EPS of $2.94, an
increase of 11% |
● |
Full-year cash flows from
operations increased to $1.463 billion, from $1.182 billion
|
More information on our business
performance in fiscal 2016 is available in our 2016 Form 10-K, which is included
in the 2016 Annual Report to Shareholders that accompanies this proxy statement.
Information on items impacting comparability is available in Appendix A, which
also provides a reconciliation of adjusted EBIT and adjusted EPS, which are
non-GAAP measures, to their most comparable GAAP measures.
2016 Executive Compensation
Highlights |
● |
Based on its evaluation of our
performance in fiscal 2016 against the scorecard goals described on page
35, the Committee funded the AIP pool at 120%. |
● |
TSR performance-restricted share
units for the three-year performance period ending in fiscal 2016 vested
at 75% of target based on our TSR performance relative to peers. See page
39 for additional information. |
● |
Strategic performance-restricted
share units (SPUs) for the three-year performance period ending in
fiscal 2016 vested at 35% of target, based on our net sales and adjusted
EPS performance over the performance period. See pages 39 and 40 for
additional information. |
● |
EPS performance-restricted share
units with a fiscal 2016 performance period will vest at 100% based on our
fiscal 2016 EPS results, assuming the continued service conditions are
met. See page 40 for additional
information. |
|
WHAT ARE OUR COMPENSATION
PRACTICES? |
The objectives of our executive
compensation program are to:
● |
Align the financial interests of the
NEOs with those of our shareholders, in both the short and long
term; |
● |
Provide incentives for achieving and
exceeding our short-term and long-term goals; |
● |
Attract, motivate and retain highly
competent executives by providing total compensation that is competitive
with compensation paid at other companies in the food, beverage and
consumer products industries; and |
● |
Differentiate the level of
compensation based on individual and business unit performance, leadership
potential, and level of responsibility within the organization. Individual
performance is rated based upon demonstrated leadership skills,
accomplishment of objectives, business unit or functional accountabilities
and personal contributions. |
Compensation Principles and
Policies |
The Committee annually reviews, and the
Board approves, the principles and policies for executive compensation. The
principles and policies are:
● |
Campbell offers a total compensation
package that is designed to attract, motivate and retain talent of the
caliber needed to deliver successful business performance in absolute
terms and relative to competition. |
● |
Campbells compensation program is
designed to link pay to Company, business unit and individual performance
in absolute terms and relative to competition. |
● |
Compensation levels are set after
comparing Campbells pay levels and practices to the practices of other
food, beverage and consumer products companies in the Compensation Peer
Group (see page 31) where we primarily compete for executive talent.
Composition of this group is reviewed annually by the
Committee. |
28 www.campbellsoupcompany.com
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● |
Campbell targets base salaries,
annual incentives and total annual cash compensation to the median of the
Compensation Peer Group. Long-term incentives are targeted above the
median. Total compensation, consisting of salary, annual incentives and
long-term incentives, is targeted at 5% to 10% above the median, in the
aggregate. Since we are smaller than the median size of the group, a
regression analysis is performed to adjust the compensation data for the
top executive positions to take account of differences in the total
revenue of various companies compared to our total revenue. Our
competitive position is reviewed annually by the
Committee. |
● |
Annual incentive payments are based
on our annual performance compared with goals established at the beginning
of the fiscal year in four measurement areas relating to our financial,
marketplace, operational and strategic objectives for that year. The
Committee evaluates performance compared to goals each year and uses
discretion to determine the total AIP pool available. Individual payouts
are based on a combination of total Company or applicable business unit
performance, and an assessment of individual performance against
objectives established for each participant. |
● |
Long-term incentive grants are
delivered in a combination of performance-restricted share units and
time-lapse restricted share units and, for senior executives, stock
options, with the mix varying by level of responsibility within the
organization. Employees with higher levels of responsibility receive a
higher percentage of performance-restricted share units. Individual grants
are based on an assessment of each participants performance and future
leadership potential. |
● |
Senior executives have a substantial
portion of compensation at risk, based upon the achievement of the
performance goals for annual incentive payments and the performance goals
for long-term incentives. When our performance is strong, senior
executives will receive compensation that is well above the median of the
Compensation Peer Group. When our performance is weak, senior executives
will receive compensation well below the median. To align the interests of
our senior executives with those of shareholders, a higher proportion of
incentive compensation is delivered to senior executives through long-term
incentives that are paid out depending upon our financial performance (see
pages 37 through 41 for a description of the LTI
Program). |
Our executive compensation program
reflects the following best practices:
WE DO |
WE DO NOT |
✓Maintain a strong alignment between corporate
performance and compensation |
✗Have an employment agreement with our
CEO |
✓Annually review the risk profile of our compensation
programs and maintain risk mitigators |
✗Pay dividends or dividend equivalents to NEOs on
unearned equity awards |
✓Use an independent compensation consultant retained
directly by the Compensation and Organization Committee |
✗Reprice stock options without the approval of Campbell
shareholders |
✓Use double-trigger change in control provisions in all
incentive plans and agreements |
✗Provide tax gross ups in any change-in-control agreement
entered into after January 1, 2011 |
✓Maintain robust stock ownership guidelines for all
executive officers |
✗Allow executive officers to hedge or pledge Campbell
common stock |
Results of 2015 Say on Pay
Vote |
At the 2015 Annual Meeting of
Shareholders, we held our annual shareholder advisory vote on executive
compensation, or say-on-pay vote. Ninety-eight percent (98%) of the votes cast
were in favor of the say-on-pay proposal.
As the Committee evaluated our
compensation principles and policies during fiscal 2016, it was mindful of this
favorable outcome and the shareholders strong support of our compensation objectives and compensation programs. The
Committee has maintained its general approach to executive compensation, and
made no material changes in fiscal 2016 to the compensation principles and
policies or the objectives of our compensation program. We will continue to hold
say-on-pay votes annually until the next shareholder advisory vote on frequency
takes place in 2017. See Item 3 Advisory Vote on Executive Compensation on
page 26 for additional information on the 2016 say-on-pay vote.
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
29 |
Table of
Contents
|
HOW ARE COMPENSATION DECISIONS
MADE? |
Role of the Compensation and Organization
Committee |
The Committee has overall responsibility
for our executive compensation program. The Committee annually reviews
compensation strategy, principles and policies, including the apportionment of
pay between fixed compensation and incentive compensation elements, and the
design of incentive compensation programs. The Committee approves all
compensation and benefits for our top management team (which consists of
approximately 10 individuals, including the NEOs), authorizes the aggregate
amount of annual incentive awards for all eligible participants under the AIP
and the LTI Program, and authorizes the CEO to allocate awards to other
participants under the AIP and the LTI Program, up to an aggregate amount. By
the terms of its charter, the Committee has delegated to the Chair of the
Committee the authority to approve compensation actions for these top 10
executives between Committee meetings when necessary for business continuity
purposes. The Chair of the Committee and the Chairman of the Board of Directors
must jointly approve any equity grants made to executive officers between
meetings.
Following the completion of the fiscal
year, the Committee reviews the performance of the NEOs and approves each
executives annual incentive payment for the just-completed fiscal year and
certifies the vesting of long-term incentive awards for performance periods
ending as of the just-completed fiscal year. The Committee also reviews and
approves the base salary, annual incentive target and long-term incentive grant
for the current fiscal year. This review of all major elements of executive
compensation at one time provides the Committee with a comprehensive analysis of
the target dollar amount of compensation that would be delivered by each element
of compensation, assuming that the required performance goals are
attained.
The Committee also reviews major
organizational changes and reviews our succession planning and leadership
development processes.
It is our customary practice for the CEO
and the Senior Vice President and Chief Human Resources Officer to provide
recommendations to the Committee on compensation actions for our top management
team (except for his or her own compensation actions) and on potential changes
in the design of executive compensation programs. In September 2016, the CEO and
the Senior Vice President and Chief Human Resources Officer recommended to the
Committee compensation actions for the NEOs (other than their own positions),
including AIP awards for fiscal 2016 and base salaries and LTI grants for fiscal
2017.
The Vice President and Corporate Secretary
and the Senior Vice President and Chief Human Resources Officer work with the
Committee to develop the annual list of agenda items and the annual schedule of
meetings for the Committee, which are set prior to each fiscal year. The list of
agenda items is approved by the Committee.
Role of Independent Compensation
Consultant |
Pursuant to its charter, the Committee is
authorized to engage an outside advisor to assist in the design and evaluation
of our executive compensation program, as well as to approve the fees paid to
such advisor and other terms of the engagement. Prior to the retention of an
outside advisor, the Committee assesses the prospective advisors independence,
taking into consideration all relevant factors, including those factors
specified in the NYSE listing standards.
In fiscal 2016, the Committee engaged
Frederic W. Cook & Co., Inc. (FW Cook) as its compensation consultant. FW
Cook does not provide us with any services other than advising the Committee on
executive compensation and advising the Governance Committee on director
compensation. The Committee did not engage any other advisor in fiscal 2016. At
the direction of the Committee, FW Cook provided advice on CEO compensation,
compensation trends, governance issues and other matters of interest to the
Committee during fiscal 2016. The Committee
assessed FW Cooks independence, taking into account a number of factors such
as: (1) the provision of other services to Campbell by FW Cook; (2) amount of
fees received from Campbell by FW Cook as a percentage of the total revenue of
FW Cook; (3) FW Cooks policies and procedures to prevent conflicts of interest;
(4) any business or personal relationship between FW Cook and the members of the
Committee; (5) any ownership of Campbell stock by the individuals at FW Cook
performing consulting services for the Committee; and (6) any business or
personal relationship between FW Cook and any Campbell executive officer. FW
Cook provided the Committee with appropriate assurances regarding its
independence. Based on this analysis, the Committee has concluded that FW Cook
has been independent throughout its service to the Committee and that there are
no conflicts of interest.
30 www.campbellsoupcompany.com
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The Committee identifies both a
Compensation Peer Group and a Performance Peer Group in designing and
determining executive compensation. The Committee uses the Compensation Peer
Group to evaluate the competitiveness of executive compensation and uses the
Performance Peer Group to measure the competitiveness of our TSR performance. In
order to determine total compensation paid by companies that compete with us for
executive talent, in fiscal 2016, the Committee compared our total compensation
levels with levels at the companies in the food, beverage and consumer products
industries identified in the table below (Compensation Peer Group), using
compensation data purchased from Aon Hewitt by management. Given our relatively
small size in relation to many of the companies in the Compensation Peer Group,
a regression analysis was performed to adjust the compensation data for the top
positions for differences in the total revenues of the various companies compared to our total revenue. The Committee
believes that use of the Compensation Peer Group is the most effective method to
evaluate and set the compensation needed to attract, motivate and retain the
executive talent needed to manage our businesses and operations successfully,
because these are the primary companies with which we compete for senior
executives.
Use of this peer group also provides a
broad database that allows Campbell to obtain accurate, representative survey
information for a majority of its positions. The composition of the Compensation
Peer Group is approved by the Committee each fiscal year after obtaining advice
from its independent compensation consultant. For the purpose of determining
fiscal 2016 compensation, the Compensation Peer Group consisted of the following
companies:
Compensation Peer
Group
|
■ |
Anheuser-Busch Companies, Inc. |
|
|
■ |
The Clorox Company |
|
|
■ |
The Coca-Cola Company |
|
|
■ |
Colgate-Palmolive Company |
|
|
■ |
ConAgra Foods, Inc.(1) |
|
|
■ |
Dean Foods Company |
|
|
■ |
Diageo North America, Inc. |
|
|
■ |
Dr. Pepper Snapple Group, Inc. |
|
|
■ |
General Mills, Inc.(1) |
|
|
■ |
The Hershey Company(1) |
|
|
■ |
Hillshire Brands Company |
|
|
■ |
Hormel, Inc.(1) |
|
|
■ |
Johnson & Johnson Company |
|
|
■ |
The J.M. Smucker Company(1) |
|
|
■ |
Kellogg Company(1) |
|
|
■ |
Keurig Green Mountain(2) |
|
|
■ |
Kimberly-Clark Corporation |
|
|
■ |
The Kraft Heinz Company(1) |
|
|
■ |
Mars, Inc. |
|
|
■ |
McCormick & Company, Inc.(1) |
|
|
■ |
Mead Johnson Nutrition Company(1) |
|
|
■ |
Mondelez International, Inc.(1) |
|
|
■ |
Nestle USA, Inc. |
|
|
■ |
PepsiCo, Inc. |
|
|
■ |
The Procter & Gamble Company |
|
|
■ |
Reynolds American Inc. |
|
|
■ |
S.C. Johnson & Son, Inc. |
|
|
■ |
Tyson Foods, Inc.(1) |
|
|
■ |
Unilever United States, Inc. |
|
(1) |
These companies, plus
Campbell, constitute the Standard & Poors Packaged Foods Group
(Performance Peer Group), which is used to measure TSR performance for
calculation of the payout of TSR performance-restricted share units under
the LTI Program. |
|
(2) |
Keurig Green Mountain
was part of the Compensation Peer Group for purposes of determining fiscal
2016 compensation. In March 2016, Keurig Green Mountain was acquired by a
privately-held company, and was subsequently removed from the Performance
Peer Group by Standard and Poors. As a result, the Committee removed
Keurig Green Mountain from the Compensation Peer Group for fiscal
2017. |
The Performance Peer Group, which is a
subset of the Compensation Peer Group, is independently selected by Standard
& Poors (S&P) based upon the similarities of the companies
businesses in the packaged foods industry. Companies that are added to and
deleted from the S&P Packaged Foods Group are automatically added to or
deleted from the list of companies whose TSR rankings are compared to our
ranking for TSR performance-restricted share units. The list of companies in the
S&P Packaged Foods Group is readily available through S&P.
The Committee reviewed the Performance
Peer Group in fiscal 2016 and continues to believe that it is the appropriate
group in Campbells industry against which to measure our TSR performance. TSR
performance of the companies in the Compensation Peer Group that are not in the
packaged foods industry is more likely to be affected by economic developments
that do not affect the packaged foods industry.
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
31 |
Table of Contents
|
HOW DO WE COMPENSATE OUR
CEO AND OTHER NEOs? |
The primary components of our executive
compensation and benefits programs are summarized in the following
table:
|
Element |
|
|
|
Purpose/Objective |
|
Additional Info |
|
|
Fixed |
|
Base Salary |
|
●Provide a base level of compensation that is competitive
in relation to the responsibilities of each executives position to
attract the talent needed to successfully manage our business and execute
our strategies |
|
Page 33 |
|
|
At Risk |
|
Annual Cash Incentive |
|
●Motivate and reward the achievement of annual operating
plan goals
●Recognize exceptional individual contribution, measured
by the impact on the performance of the Company, division, function or
team |
|
Pages 33-37 |
|
|
|
|
Long-Term Equity
Incentive |
|
●Motivate and reward executives based upon our success in
delivering superior value to our shareholders
●Retain the executive talent necessary to successfully
manage our business and execute our strategies
●Align pay with performance metrics that impact long-term
value creation |
|
Pages 37-41 |
|
|
Benefits |
|
Retirement Programs
|
|
●Provide retirement benefits at competitive levels
consistent with programs for our broad-based employee
population |
|
Page 41 |
|
|
|
|
Post-Termination Compensation and
Benefits
|
|
●Provide market-competitive benefits to attract the
talent needed to successfully manage our business and execute our
strategies
●Provide a reasonable measure of financial stability in
the event of involuntary termination or change in
control |
|
Page 42 |
|
|
|
|
Perquisites |
|
●Provide market-competitive benefits and perquisites to
attract the talent needed to successfully manage our business and execute
our strategies |
|
Page 42 |
|
|
|
|
|
|
|
|
|
|
|
The proportion of compensation
delivered in each of these elements is designed to:
■put more
compensation at risk based upon Company or business unit and individual
performance for NEOs, whose performance is more likely to influence the
results of the executives business unit or function, or the results of
the Company as a whole;
■align NEO
compensation with shareholder value creation through long-term incentives
based on relative stock performance and share price
appreciation;
■provide consistency
over time in the proportion of compensation opportunity among the
elements, while varying actual pay based upon Company, business unit and
individual performance; and
■be competitive with
the practices of the Compensation Peer Group in order to attract, motivate
and retain key executives. |
|
|
|
|
|
|
|
|
|
|
Our NEOs have a substantial portion of
their compensation at risk:
32 www.campbellsoupcompany.com
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The Committee considers a number of
factors in determining individual base salaries for the NEOs, including the
scope of an individuals job responsibilities, his or her individual
contributions and experience, business performance, job market conditions, the
salary budget guidelines, and the individuals current base salary as compared
with those of persons in similar positions at other companies in the
Compensation Peer Group, as well as within the Company. Targets for annual
incentive payments and long-term incentive grants are a percentage of base
salary.
Individual salaries for NEOs are reviewed
each September by the Committee when it conducts its annual review of executive
performance. Merit increases are generally based on the CEOs (for executives
other than the CEO) and the Committees assessment of individual performance. In
September 2015, the Committee reviewed Ms.
Morrisons base salary compared to other CEOs in the Compensation Peer Group and
maintained her base salary at $1,100,000 for fiscal 2016. The Committee also
provided base salary merit increases for Messrs. Alexander, DiSilvestro and
Dunn. These merit increases were based on the recommendation of the CEO and took
into account each individuals performance and, in the case of Messrs. Alexander
and DiSilvestro, the base salaries paid to other executives with comparable
positions within the Compensation Peer Group. Mr. Ciongoli was hired just prior
to the start of fiscal 2016 and his base salary was established by the Committee
at the time he was hired, based on the market positioning for executives with
Mr. Ciongolis experience. The base salaries paid to NEOs in fiscal 2016 are
presented in the 2016 Summary Compensation Table on page 44.
Annual Incentive
Compensation |
In fiscal 2016, all NEOs, other than Mr.
Dunn, received annual incentives under the Campbell Soup Company Annual
Incentive Plan (AIP). Mr. Dunn did not participate in the AIP in fiscal 2016,
but received annual incentive compensation under the Bolthouse Farms Annual
Incentive Plan (Bolthouse AIP). Payments under the Bolthouse AIP are
performance-based and, therefore, aligned with our pay for performance
philosophy.
Awards to NEOs under the AIP are
determined based on Company and/or division performance and individual
performance, as illustrated in the table below. A narrative discussion of each
component follows.
* |
AIP awards for NEOs who are
division leaders are determined using a score that is weighted 40% on the
assessment of total Company performance, and 60% on the assessment of the
divisions performance. |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
33 |
Table of Contents
Annual Incentive
Target
At the beginning of each fiscal year, the
Committee establishes a competitive annual incentive target, expressed as a
percentage of base salary, for each NEO. These percentages are at or near the
median for similar executive positions at companies in the Compensation Peer
Group. The sum of the individual incentive
targets for all AIP participants (approximately 1,625 executives, managers and
professionals) comprises the target AIP award pool. For fiscal 2016, the annual
incentive targets for the NEOs were:
Name |
Fiscal 2016 Annual Incentive Target (% of Base
Salary) |
|
Fiscal 2016 Annual Incentive
Target ($) |
Denise M. Morrison |
150% |
|
$ |
1,650,000 |
Anthony P. DiSilvestro |
90% |
|
$ |
585,000 |
Mark R. Alexander |
90% |
|
$ |
630,000 |
Adam G. Ciongoli |
80% |
|
$ |
560,000 |
Jeffrey T. Dunn |
100% |
* |
$ |
721,000 |
* |
Mr. Dunns annual incentive
target was established in 2012 when we acquired Bolthouse Farms and is
paid under the Bolthouse AIP. In February 2016, the Committee raised Mr.
Dunns annual incentive target for fiscal 2017 and 2018 to 175% of base
salary, in recognition of Mr. Dunns continuing responsibilities for the
Campbell Fresh division. |
Total Company
Performance Score
The Committee uses a balanced scorecard
approach for the AIP in which a number of quantitative and qualitative goals are
established at the beginning of each fiscal year. The goals defined in the
scorecard fall within four key measurement areas:
The goals in the four measurement areas
require effective execution of business plans and are designed to be challenging
to attain. Corresponding goals, consistent with the total Company scorecard, are
established for each of the Companys business units. The goals listed in the
AIP scorecard are not weighted in any manner; however, performance against the
financial goals in the scorecard is an important factor in the Committees
overall assessment.
After a fiscal year has ended, the
Committee assesses total Company performance in light of the goals enumerated in
the scorecard for that year, and exercises its collective judgment in
determining the total Company score, or percentage at which the AIP award pool will be funded that year. The Committees
determination of the Company score is not based on any mathematical calculation
or formula. The AIP intentionally provides substantial opportunity for the
Committee to exercise judgment and discretion in determining the overall Company
score in order to enable the Committee to holistically consider various internal
and external factors, including financial performance compared to peers.
Extraordinary items, such as major restructuring and accounting changes (whether
positive or negative), are considered by the Committee in determining the
approved total AIP pool. The Committees determination of the funding of the AIP
pool may range from 0% to 175%.
Individual
Performance Score
Annual incentive payments made to the NEOs
are determined by the Committees assessment of individual performance against
objectives established at the beginning of the fiscal year. In the case of NEOs
other than the CEO, the Committees assessments of individual performance are
generally based on the CEOs judgments and recommendations. The assessment of the CEOs individual performance is made by
the Committee itself, with input from all independent directors. For fiscal 2016
the CEO provided recommendations to the Committee regarding the individual
performance of NEOs (other than for herself).
34 www.campbellsoupcompany.com
Table of Contents
Fiscal 2016 AIP
Scorecard and Company Performance
In fiscal 2016, we continued to focus on
our dual strategy to strengthen our core business and expand into faster-growing
spaces, all while guided by our purpose Real food that matters for lifes moments.
The AIP scorecard for fiscal 2016 focused
on performance goals related to the execution of our dual strategy, and the
Committee assessed fiscal 2016 performance using this context. The table below
summarizes the fiscal 2016 AIP scorecard and the performance goals included in
each quadrant.
FISCAL 2016 TOTAL COMPANY BALANCED
SCORECARD |
|
|
Financial objectives
relating to financial performance in the following
areas:
■Net sales
■Adjusted EBIT
■Adjusted EPS |
|
|
Marketplace
objectives relating to consumer
purchases of our products in our core categories |
|
|
|
Operational objectives
relating to:
■Innovation
■Customer relationships
■Cost management and working capital
■Product quality and food safety
■Corporate responsibility
■Product distribution |
|
Strategic objectives
relating to:
■Purpose and transparency
■Expanding in faster-growing categories and
geographies
■Cost savings
initiatives |
Based on its review of the results we
achieved in fiscal 2016 against the balanced scorecard objectives and its
qualitative assessment of various aspects of our performance, the Committee
determined that the total Company performance score should be 120%. In making
this determination, the Committee did not apply
any formulas or specific weightings to any individual scorecard objective. The
Committees final determination for funding of the incentive pool was based on
its qualitative judgment of our performance during fiscal 2016, including
consideration of the following:
● |
Financial Performance (compared to fiscal
2015): |
○ |
Net sales of $7.961 billion, a 1%
decrease |
○ |
Adjusted EBIT of $1.467 billion, an
11% increase* |
○ |
Adjusted EPS of $2.94, an 11%
increase* |
* |
Adjusted EBIT and adjusted EPS
are non-GAAP measures. We use non-GAAP measures for the AIP because we
believe these measures facilitate a comparison of our historical operating
results and show trends in our underlying operating results. These are
also the measures management uses in evaluating our performance. A
reconciliation of these measures to results reported in accordance with
generally accepted accounting principles can be found in Appendix
A. |
● |
Marketplace Performance: |
○ |
We met or exceeded our share targets in many of
our largest categories, including soup and bakery and baked
snacks. |
● |
Operational Performance: |
○ |
Successfully implemented a cost-savings program
which delivered $130 million of incremental cost savings in fiscal 2016,
bringing our total cost savings to date to $215 million |
○ |
Improved our processes for managing
working capital |
○ |
Increased our net sales to strategic
customers |
○ |
Meaningful progress against
corporate social responsibility goals relating to ethics and compliance,
operational sustainability and
transparency |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
35 |
Table of Contents
○ |
Advancement of our strategic imperatives,
including: |
■ |
Successfully implemented our new
enterprise structure |
■ |
Established Integrated Global
Services and began adopting zero-based budgeting over
time |
■ |
Actions taken to activate our
Purpose and increase transparency, including the expansion of our
consumer-facing website, www.whatsinmyfood.com, and our public commitments
relating to GMO labeling, removal of BPA in our can linings, and removal
of artificial flavors and colors and high-fructose corn syrup from our
North American products |
■ |
Expanded our portfolio of organic
products and products with greater health and well-being
credentials |
■ |
Increased digital marketing
spending |
Fiscal 2016 CEO and
NEO Annual Incentive Compensation
Denise M.
Morrison
Ms. Morrisons compensation is designed to
be competitive with the CEO compensation paid by companies in the Compensation
Peer Group, and her incentive compensation is directly linked to both Company
performance and individual performance. In June 2015, the Committee reviewed Ms.
Morrisons AIP target compared to other CEOs in the Compensation Peer Group and
determined it was appropriate to raise her AIP target for fiscal 2016 to 150% of
base salary. In September 2016, the Committee evaluated Ms. Morrisons fiscal
2016 performance, taking into account the Companys performance in fiscal 2016
against the goals in the fiscal 2016 AIP scorecard, for which Ms. Morrison, as
our CEO, has ultimate oversight and responsibility. The Committee also evaluated Ms. Morrisons individual performance, as
assessed by all independent directors on the Board through the CEO evaluation
process, noting her leadership in the following areas: achievement of financial
results and maintenance of financial controls, driving cost-savings and
significant EBIT improvement, management of operations, advancement of the
Companys strategic imperatives, serving as an effective spokesperson for
Campbell and a leader within the food industry, and effective retention and
management of key talent during a period of transition within the Company. Based
on this review, the Committee established Ms. Morrisons fiscal 2016 AIP award
as shown in the table below.
Name |
|
Fiscal 2016 Annual Incentive Target (% of Base
Salary) |
|
Fiscal 2016 Company Performance Score |
|
Fiscal 2016 Annual Incentive Award |
|
Fiscal 2016 Annual Incentive Pay (% of
Target) |
Denise M. Morrison |
|
150% |
|
120% |
|
$1,980,000 |
|
120% |
Mark R. Alexander, Adam G. Ciongoli
and Anthony P. DiSilvestro
Each NEO has individual performance goals
for fiscal 2016 against which his or her individual performance was assessed.
Ms. Morrison provided the Committee with her assessment of each NEOs fiscal
2016 performance and achievement relative to his individual performance goals.
She also provided an assessment, where
applicable, of the performance of the NEOs division. Based on the individual
performance of Messrs. Alexander, Ciongoli and DiSilvestro, Ms. Morrison
recommended, and the Committee reviewed and approved, the AIP payouts as shown
in the table below.
Name |
|
Fiscal 2016 Annual Incentive Target (% of Base
Salary) |
|
Fiscal 2016 Company/ Division Performance Score |
|
Fiscal
2016 Annual Incentive Award |
|
Fiscal 2016 Annual Incentive Pay (% of
Target) |
Mark R. Alexander |
|
90% |
|
123% |
(1) |
|
$ |
774,900 |
|
123% |
Adam G. Ciongoli |
|
80% |
|
120% |
|
|
$ |
672,000 |
|
120% |
Anthony P. DiSilvestro |
|
90% |
|
120% |
|
|
$ |
702,000 |
|
120% |
(1) |
For purposes of determining Mr.
Alexanders fiscal 2016 AIP award, the Committee used a score that was
weighted 40% on its assessment of total Company performance, and 60% on
the CEOs assessment of the performance of the Americas Simple Meals and
Beverages division. |
Mr. Ciongoli, who joined the Company in
July 2015, also received a $600,000 sign-on bonus during fiscal 2016 in
recognition of his forfeiture of equity awards and other compensation from his
prior employer.
36 www.campbellsoupcompany.com
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Jeffrey T. Dunn
Mr. Dunns annual incentive award is paid
under the Bolthouse AIP. The Bolthouse AIP provides for a fiscal 2016 incentive
pool that is funded based upon the achievement of objectives established at the
beginning of the fiscal year for the Campbell Fresh division, which were
reviewed and approved by Ms. Morrison. At the end of fiscal 2016, Ms. Morrison
provided the Committee with her assessment of Mr. Dunns fiscal 2016 performance
and achievement relative to his individual performance goals. She also provided
an assessment of the performance of the Campbell Fresh division against
its fiscal 2016 goals, and recommended that the
Committee fund the Bolthouse AIP pool at 0%. Her assessment was based on the
performance of the Campbell Fresh division during fiscal 2016. For purposes of
determining Mr. Dunns fiscal 2016 annual incentive award, the Committee used a
score that was weighted 40% on its assessment of total Company performance, and
60% on the CEOs assessment of the performance of the Campbell Fresh division,
resulting in the payment shown in the table below.
Name |
|
Fiscal 2016 Annual Incentive Target (% of Base
Salary) |
|
Fiscal
2016 Division Performance Score |
|
Fiscal 2016 Annual Incentive Award |
|
Fiscal 2016 Annual Incentive Pay (% of
Target) |
Jeffrey T. Dunn |
|
100% |
|
48% |
|
$346,080 |
|
48% |
Long-Term Incentive
Compensation |
Long-term incentives are typically equity
awards, although cash-based awards may be made in limited circumstances. Equity
grants are typically approved by the Committee each September, which is near the
beginning of our fiscal year. Individual grants are based on the executives
level of responsibility, possession of critical skills, individual performance
and future leadership potential as assessed in
our human resources organization planning process. The components of the LTI
Program have evolved over time and are modified periodically to further the
goals of the program. All shares paid out under our LTI Program are shares that
were previously issued and outstanding or were reacquired by the
Company.
Fiscal 2016 Long-Term Incentive
Program |
Each NEO has a long-term incentive target
that is expressed as a percentage of his or her base salary or a dollar amount.
These targets are designed to deliver total direct compensation at 5% to 10%
above the median of the Compensation Peer Group, in accordance with our
Compensation Principles and Policies. The Committee reviews the LTI targets for
each NEO annually. In June 2015, the Committee reviewed Ms. Morrisons LTI
target compared to other CEOs in the Compensation Peer Group and determined it
was appropriate to raise her LTI target for fiscal 2016 to 550% of base salary.
Messrs. Ciongoli and Dunn were new participants
in the LTI Program in fiscal 2016, and the Committee established targets for
these executives based on each individuals job responsibilities and its review
of long-term incentive compensation targets for executives with comparable
positions at other companies in the Compensation Peer Group. The Committee did
not make any changes to the fiscal 2016 LTI targets for Messrs. Alexander or
DiSilvestro. The fiscal 2016 long-term incentive targets for our NEOs are set
forth in the table below:
Name |
Fiscal 2016 LTI Target* (% of Base
Salary) |
|
Fiscal 2016 LTI Target* ($) |
Denise M. Morrison |
550% |
|
$ |
6,050,000 |
Anthony P. DiSilvestro |
250% |
|
$ |
1,512,500 |
Mark R. Alexander |
250% |
|
$ |
1,700,000 |
Adam G. Ciongoli |
220% |
|
$ |
1,540,000 |
Jeffrey T. Dunn |
236% |
|
$ |
1,700,000 |
* |
Target applicable to grants that were made on October 1,
2015, based on NEO base salaries as of August 1,
2015 |
Long-term incentives granted in fiscal
2016 to our NEOs consisted of a combination of performance restricted share
units and non-qualified stock options. In fiscal 2016, we granted:
● |
TSR performance-restricted share
units, which are earned based upon our TSR performance over the
performance period compared to the TSRs of the other companies in the
Performance Peer Group; |
● |
EPS performance-restricted share
units, which are earned based on the achievement of a threshold level of
EPS during the performance period; and |
● |
Non-qualified stock options, which
vest ratably over three years and have a ten-year exercise life from the
date of the grant. |
In fiscal 2016, each NEO received 50% of
their performance-based long-term incentive opportunity in TSR
performance-restricted share units, 25% in EPS performance-restricted
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2016 Proxy Statement |
|
37 |
Table of Contents
share units and 25% in non-qualified stock
options. There is no payment of dividends on restricted share units during the
restriction period; instead, accumulated dividend equivalents will be paid in
cash on the units that vest at the end of the restriction period when the grants
are paid out. The long-term incentive awards that
were granted to our NEOs during fiscal 2016 appear in the table below, and a
description of each component that was granted in fiscal 2016 or that vested in
whole or in part based on our fiscal 2016 performance appears in the narrative
discussion following the table.
Name |
|
TSR Performance- Restricted Share
Units |
|
EPS Performance- Restricted Share
Units |
|
Non- Qualified Stock Options |
|
LTI Grant Value at October
1, 2015* |
|
LTI Grant as % of Target |
Denise M. Morrison |
|
61,371 |
|
30,686 |
|
245,486 |
|
$ |
6,050,000 |
|
100% |
Anthony P. DiSilvestro |
|
16,941 |
|
8,470 |
|
67,762 |
|
$ |
1,670,000 |
|
110% |
Mark R. Alexander |
|
20,288 |
|
10,144 |
|
81,152 |
|
$ |
2,000,000 |
|
118% |
Adam G. Ciongoli |
|
15,622 |
|
7,811 |
|
62,487 |
|
$ |
1,540,000 |
|
100% |
Jeffrey T. Dunn |
|
17,245 |
|
8,622 |
|
68,980 |
|
$ |
1,700,000 |
|
100% |
* |
Value is based on a stock price
of $49.29 for the TSR and EPS Performance-Restricted Share Units, which
was the average closing price of Campbell common stock over the final 20
trading days in August 2015, and $6.1613 for stock options, which is 1/8
of $49.29 (stock options were granted at an 8:1 ratio, compared to share
units). For information on the grant date fair value of share units and
stock option awards, see the 2016 Grants of Plan-Based Awards table on
page 46. |
The fiscal 2016 long-term incentive awards
to Ms. Morrison and Messrs. Ciongoli and Dunn were granted at target. Messrs.
Alexander and DiSilvestro were granted awards in excess of their target amounts
based on the Committees evaluation of each
individuals performance and potential, and long-term incentive awards granted
to executives holding comparable positions at companies within our Compensation
Peer Group.
TSR
Performance-Restricted Share Units
In fiscal 2016, the Committee used TSR
performance-restricted share units for 50% of the long-term incentive awards to
the NEOs. The Committee believed that it was appropriate to include an element
that compared our performance to an external peer group, and that linking a
significant portion of long-term compensation to our TSR performance aligns the
interests of NEOs with those of our shareholders. TSR performance-restricted
share units are paid out based upon our TSR performance over a three-year period
compared to the TSRs of the other companies in the Performance Peer Group over
the same three-year period. At the time of
payment, the Committee can exercise negative discretion in determining our
ranking under the TSR performance-restricted share unit portion of the program
in the event of extraordinary circumstances.
The grants made in fiscal 2016 have a
fiscal 2016-2018 performance period, and there are 12 companies in the
Performance Peer Group, including Campbell. Therefore, the percentage of target
TSR units granted in fiscal 2016 that will be paid out at the end of the
performance period based upon our TSR performance ranking is illustrated in the
chart below:
Campbells TSR Performance Rank |
|
1 |
|
2 |
|
3 |
|
4 |
|
5 |
|
6 |
|
7 |
|
8 |
|
9 |
|
10 |
|
11 |
|
12 |
|
Percentage Payout |
|
200% |
|
200% |
|
175% |
|
150% |
|
125% |
|
100% |
|
100% |
|
75% |
|
50% |
|
0% |
|
0% |
|
0% |
EPS
Performance-Restricted Share Units
In fiscal 2016, the Committee used EPS
performance-restricted share units for 25% of the long-term incentive awards to
the NEOs. EPS performance-restricted share units are paid out two months
following the end of each fiscal year in the three-year vesting period, provided
that the adjusted EPS goal established at the time of grant is achieved. The
performance goal is designed to qualify the payment of EPS
performance-restricted awards as deductible under IRC Section 162(m). The payout
of EPS performance-restricted share units is either 0 or 100%.
The EPS performance-restricted share units
granted in fiscal 2016 will vest in three equal installments on each of the
first three anniversaries of the grant date, provided that fiscal 2016 adjusted
EPS is at least $1.37, or 50% of the adjusted EPS
goal approved by the Committee for the fiscal 2016 AIP and the holder meets the
applicable service requirements. Fiscal 2016 adjusted EPS was $2.94, which was
greater than 50% of the goal; therefore, the performance goal for all of the EPS
performance-restricted units that were granted in fiscal 2016 has been met.
These units will vest and will be paid out to the NEOs in three equal
installments; one-third of the shares vested and were paid out at the end of
September 2016, and the other two-thirds will vest and be paid out in two equal
installments following the end of fiscal 2017 and 2018, provided that the
executive remains employed by the Company on the date of vesting (or otherwise
as provided under the terms and conditions of the grant). Please see Appendix A
for a reconciliation of adjusted EPS, a non-GAAP measure, to its most comparable
GAAP measure.
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Non-Qualified Stock
Options
In fiscal 2016, the Committee returned to
using non-qualified stock options in the LTI Program. Non-qualified stock
options accounted for 25% of the long-term incentive awards to the NEOs. The
Committee benchmarked our LTI Program against long-term incentive programs at
peer companies in the Performance Peer Group. Based on its review, the Committee
determined that adding stock options to our LTI Program would be consistent with
prevailing market practice. The Committee also believed that having stock
options as a component of our LTI Program further links NEO compensation with
shareholder interests and provides a compensation
vehicle for NEOs that is linked to absolute share price performance. The
Committees independent consultant, FW Cook, provided advice with respect to
this change. The stock options that were granted to NEOs in fiscal 2016 will
vest in equal installments on each of the first three anniversaries of the grant
date, and have a 10-year exercise period. For more information on the stock
options granted in fiscal 2016, see the Grants of Plan Based Awards Table on
page 46.
Compensation Arrangements for Mr. Dunn Relating to Acre
Venture Partners, L.P. |
In February 2016, the Company announced
its $125 million capital commitment to Acre Venture Partners, L.P. (Acre), a
Delaware limited partnership formed to make venture capital investments in
innovative new companies in food and food-related industries. During fiscal
2016, Mr. Dunn took on expanded responsibilities as Campbells designee on the
investment committee of Acre. In recognition of his expanded responsibilities,
the Committee approved an additional incentive to be paid by Campbell,
equivalent to 3.5% of any appreciation of Acres investments after a return of
all committed capital and management fees to Campbell, subject to Mr. Dunns
continued employment through July 31, 2018 (except in certain circumstances). Mr. Dunn will not be
entitled to receive any compensation from Acre while he is an employee of
Campbell. Any paid role of Mr. Dunn with Acre once he is no longer a Campbell
employee must be approved by our CEO, and the total of Mr. Dunns incentive from
Acre will be capped at the equivalent of 7% of any appreciation of Acres
investments after a return of all committed capital and management fees to
Campbell (inclusive of the 3.5% referred to above). The ultimate value of the
incentive will not be determinable until investments are made and subsequently
disposed of or otherwise monetized.
Awards with Performance Periods Ending in Fiscal
2016 |
TSR Performance-Restricted Share
Units
TSR Performance-Restricted Share Units
were granted in October 2013 as part of the fiscal 2014 LTI Program. These units
had a fiscal 2014-2016 performance period. For the fiscal 2014-2016 performance
period, the percentage of target TSR performance-restricted share units
that were paid out was based upon our TSR performance ranking as illustrated in
the chart below.
Campbells
TSR Performance Rank |
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
10 |
11 |
Percentage Payout |
200% |
200% |
175% |
150% |
125% |
100% |
75% |
50% |
0% |
0% |
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
● |
Our cumulative three-year TSR of 53.6% ranked
7th versus the peer group. |
● |
Based on the above criteria and our TSR
performance ranking, the payout for TSR performance-restricted share units
for the fiscal 2014-2016 performance period was 75% of the target
amount. |
● |
These shares were paid out to NEOs at the end
of September 2016. |
Strategic Performance-Restricted Share
Units (SPUs)
The fiscal 2014 LTI Program included
strategic performance-restricted share units (SPUs), which vest based on
achievement of net sales and EPS goals over the course of the designated
performance period. SPUs were previously granted as part of the fiscal 2014 LTI
Program to Ms. Morrison, Mr. DiSilvestro and Mr. Alexander, and have a
three-year performance period spanning fiscal 2014 through fiscal 2016. When it
granted the SPUs, the Committee believed that granting long-term incentive
awards that would vest based on the Companys performance against internal plan
objectives would be an effective method for retaining and motivating executives.
The Committee chose net sales and EPS as the metrics for the SPUs because it believed that achievement of the Companys net
sales and EPS growth targets would result in value creation for shareholders.
The two performance metrics are weighted equally, with 50% based on net sales
growth and 50% based on EPS growth. At the end of fiscal 2016, the Committee
assessed each metric individually and added the results together to determine
the total payout percentage, which could range from 0% to 200%. At the time of
the grant, the Committee established the circumstances under which the net sales
and EPS targets may be modified. The Committee does not retain the discretion to
make any additional qualitative or quantitative judgments to determine the
resulting payout.
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39 |
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The table below sets forth the targets for
net sales and EPS compound annual growth rates (CAGR) established at the time
the SPUs were granted, the CAGRs for net sales and EPS performance over the
performance period, and the resulting payout for each metric.
|
Target (to vest at 100%) |
|
Actual Performance |
|
Payout |
Net
Sales Growth (3-year CAGR) |
4.95% |
|
1.50% |
|
0% |
EPS
Growth (3-year CAGR) |
5.74% |
|
3.01% |
|
70% |
As described above, the net sales and EPS
metrics are weighted equally to determine the final percentage of SPUs to be
paid out at the end of the performance period. Based on our performance, the
SPUs granted for the fiscal 2014-fiscal 2016 performance period vested at 35% of
the target amount. These shares were paid out to the applicable NEOs at the
end of September, 2016. See Appendix A for a
discussion of the adjustments to net sales and EPS and, where applicable, a
reconciliation to the results as reported in accordance with generally accepted
accounting principles. No SPUs were granted in fiscal 2016 and there are
currently no outstanding, unvested SPU grants.
EPS Performance-Restricted Share
Units
The fiscal 2014 LTI Program included EPS
performance-restricted share units. For the EPS performance-restricted share
units that were granted in fiscal 2014, one-third of these units vest each year
during the performance period if the adjusted EPS achieved in such fiscal year
is at least 50% of the adjusted EPS goal for the AIP approved by the Committee
for such fiscal year. Fiscal 2016 adjusted EPS was $2.94, which was greater than
$1.37, or 50% of the goal; therefore, the payout for the EPS
performance-restricted share units based on fiscal 2016 performance was 100%.
The achievement of the adjusted EPS goal for fiscal 2016 means that one-third of
the EPS performance-restricted share units granted in fiscal 2014 vested and
were paid out at the end of September 2016. Please see Appendix A for a
reconciliation of adjusted EPS, a non-GAAP measure, to its most comparable GAAP
measure.
The Committee revised its grant practices
for EPS performance-restricted share units granted to NEOs beginning in fiscal
2015. EPS performance-restricted share units granted in fiscal 2015 and
thereafter will vest in three equal installments on each of the first three
anniversaries of the grant date, provided that adjusted EPS during the first
year of the performance period is at least 50% of the adjusted EPS goal approved
by the Committee for the applicable year and the holder meets the applicable
service requirements. The Committee made this change in order to simplify the
terms of the grant and enhance its effectiveness as a retention tool, while
allowing for a deduction under IRC Section 162(m). See page 38 for additional
information on the fiscal 2016 EPS performance-restricted share
units.
Special Performance Incentive and
Packaged Fresh Performance Incentive for Mr. Dunn
In fiscal 2015, the Committee approved a
special performance incentive for Mr. Dunn, based on the achievement of
designated Bolthouse Farms financial performance metrics and designated
integration objectives over a two-year period. The target value of this special
performance incentive was $6,000,000, payable:
● |
70% in performance-restricted share units,
which was structured to vest 40% at the end of fiscal 2015 and 60% at the
end of fiscal 2016 based upon Bolthouse Farms net sales and EBITDA growth
rates during the respective fiscal year, and |
● |
30% in cash delivered following the end of
fiscal 2016, based upon achieving specified Bolthouse Farms integration
objectives. |
For both components, vesting and payouts
were contingent upon Mr. Dunns continued employment. The special performance
incentive can vest anywhere between 0% and 150%, depending upon performance
against the objectives, as measured by Campbells CEO and the Committee
following the end of the applicable performance period.
Bolthouse Farms financial performance in
fiscal 2016 fell short of the threshold required to vest the 60% of Mr. Dunns
performance-restricted share units that were based on fiscal 2016 performance.
No shares will be paid out to Mr. Dunn under the portion of the special
performance incentive that was based on fiscal 2016 results.
For the cash portion of Mr. Dunns special
performance incentive, the Committee, in consultation with the CEO, assessed his
performance against designated integration objectives and determined that the
cash portion should payout at 70% of target. In making this determination the
Committee, in consultation with the CEO, noted Mr. Dunns efforts to implement
the complete integration of a number of corporate functions and the groundwork
which had been laid by Mr. Dunn for additional operational
integration.
In fiscal 2015, the Committee also
approved a packaged fresh performance incentive for Mr. Dunn, consisting of an
additional grant of 23,084 performance-restricted share units, valued at
$1,000,000 at the time of grant. The performance period for these units is
fiscal 2015-2016. The units vest at the end of the performance period based upon
Mr. Dunns continued employment with the Company, and the achievement of the
designated packaged fresh platform launch objectives established at the time of
the grant, which will be assessed by the CEO and the Committee at the end of the
performance period. The number of units that vest can range from 0% to 100%.
Following fiscal 2016, the CEO and the Committee evaluated performance against
the objectives and determined that, based on the successful launch of an
ultra-premium beverage line, the successful launch of a plant-based protein
platform and the establishment of a robust packaged fresh innovation pipeline,
the packaged fresh platform launch objectives had been met and the related
performance-restricted share units should vest at 100%.
40 www.campbellsoupcompany.com
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The table below summarizes the total
payouts to Mr. Dunn under his special performance incentive and packaged fresh
performance incentive:
Incentive |
|
Performance Period |
|
Target Payout |
|
Percent Vested |
|
Payout |
Special Performance Incentive: |
|
|
|
$ |
1,680,000 |
|
|
|
$ |
0 |
Performance-Restricted Share Units |
|
Fiscal 2015 |
|
|
(38,781 units) |
|
0% |
|
|
0
shares |
Special Performance Incentive: |
|
|
|
$ |
2,520,000 |
|
|
|
$ |
0 |
Performance-Restricted Share Units |
|
Fiscal 2016 |
|
|
(58,172 units) |
|
0% |
|
|
0
shares |
Special Performance Incentive: |
|
|
|
|
|
|
|
|
|
|
Cash Incentive |
|
Fiscal 2015-Fiscal 2016 |
|
$ |
1,800,000 |
|
70% |
|
$ |
1,260,000 |
Packaged Fresh Performance
Incentive |
|
|
|
$ |
1,000,000 |
|
|
|
|
|
|
|
Fiscal 2015-Fiscal 2016 |
|
|
23,084 units |
|
100% |
|
|
23,084 shares |
Summary of Awards with Performance
Periods Ended in Fiscal 2016
The table below summarizes the
performance-based restricted stock unit awards granted to NEOs with performance
periods that ended during fiscal 2016. To the extent these awards vested, shares
were paid out to the NEOs following the end of fiscal 2016.
Type of
Award |
|
Year
Granted |
|
Performance
Period |
|
Percent
Vested |
TSR Performance-Restricted Share
Units |
|
Fiscal 2014 |
|
Fiscal 2014 Fiscal 2016 |
|
75 |
% |
SPUs |
|
Fiscal 2014 |
|
Fiscal 2014 Fiscal 2016 |
|
35 |
% |
EPS Performance-Restricted Share
Units |
|
Fiscal 2014 |
|
Fiscal 2016 |
|
100 |
%* |
EPS Performance-Restricted Share
Units |
|
Fiscal 2016 |
|
Fiscal 2016 |
|
100 |
%** |
* |
Refers to the portion
of the award that was tied to fiscal 2016 EPS performance, which is
one-third of the total grant, as described above. |
** |
This entire award is
tied to fiscal 2016 EPS performance. One-third of the shares vested and
were paid out at the end of September 2016 and the other two-thirds will
vest and be paid out in two equal installments following the end of fiscal
2017 and fiscal 2018. |
Retirement Plans and Other
Benefits |
Pension Plans
Eligible NEOs participate in two defined
benefit plans: (1) the Retirement and Pension Plan (Qualified Plan) and (2)
the Mid-Career Hire Pension Plan (MCHP). The Qualified Plan provides funded,
tax-qualified benefits up to the limits allowed under the IRC for full-time U.S.
employees who commenced employment with us prior to January 1, 2011. The MCHP
provides unfunded benefits that approximate the pension earned by an employee
who worked his or her entire career at Campbell to senior executives who were
hired in the middle of their careers. Such executives typically gave up future
pension benefits that they would have earned if they remained with their prior
employers. The MCHP also provides benefits in excess of the IRC limits
applicable to the Qualified Plan. MCHP benefits are offset by benefits paid
under the Qualified Plan and the plans prohibit duplication of benefits. Both
plans were closed to new participants, effective December 31, 2010. The only
eligible NEOs are Ms. Morrison and Messrs. DiSilvestro and Alexander.
Although
closed to new participants, we maintain the Qualified Plan and the MCHP as a
means to retain eligible employees and to provide them with a competitive level
of pension benefits. The retirement plans provide eligible employees, including
the eligible NEOs, the opportunity to plan for future financial needs during
retirement. Under the Qualified Plan, the actual pension benefit is calculated
on the same basis for all participants, and is based on:
● |
length of service; |
● |
covered compensation (base salary and annual
incentive); and |
● |
age at retirement. |
Time-lapse restricted share units and
performance-restricted share units, as well as any extraordinary remuneration,
play no part in the calculation of retirement benefits. For a more detailed
discussion of the retirement plans and the accumulated benefits under these
plans, see the 2016 Pension Benefits table and the accompanying narrative
beginning on page 49.
NEOs who are not eligible to participate
in the MCHP because they were hired or promoted into an eligible salary grade on
or after January 1, 2011, may be eligible to receive an Executive Retirement
Contribution. The Executive Retirement Contribution is a credit to the
participants Supplemental Retirement Plan account. The amount of the Executive
Retirement Contribution is calculated on the same basis for all participants
using covered compensation (base salary and annual incentive) and is subject to
vesting criteria. The Executive Retirement Contribution is consistent with our
objective to attract and retain experienced senior executives to execute our
strategies, and was adopted as a means to provide a competitive level of
retirement benefits to executives hired following the closure of the MCHP to new
participants. Mr. Ciongoli is eligible for the Executive Retirement
Contribution. For a more detailed discussion of the Executive Retirement
Contribution, see the narrative on page 51 following the 2016 Pension Benefits
table and the 2016 Nonqualified Deferred Compensation table and accompanying
narrative beginning on page 52.
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Campbell Soup Company |
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2016 Proxy Statement |
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41 |
Table of
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Deferred Compensation
Plans
The Campbell Soup Company Deferred
Compensation Plan and Supplemental Retirement Plan, and the Bolthouse Farms
Deferred Compensation Plan each provide an opportunity for eligible U.S.-based
participants, including eligible NEOs, to save
for future financial needs. For a more detailed discussion of the deferred
compensation arrangements relating to the NEOs, see the 2016 Nonqualified
Deferred Compensation table and accompanying narrative beginning on page
52.
Perquisites
Our Personal Choice Program provides
quarterly cash payments to certain NEOs in lieu of reimbursements for items such
as tax or estate planning services or financial planning services. The Committee
believes that these payments are appropriate to reimburse executives for
financial and tax planning services or other purposes so that the executives are
not distracted from devoting their time and energy to their responsibilities to
the Company. We also provide long-term disability protection to NEOs hired prior
to 2016 that is in addition to the standard long-term disability coverage
provided for other employees.
Mr. Dunn does not participate in our Personal
Choice Program, but we provide housing and transportation benefits, supplemental
life insurance and other limited health and wellness benefits to Mr. Dunn. These benefits are provided on the same
terms and conditions that were in place when Mr. Dunn became employed by us
following our acquisition of Bolthouse Farms in 2012.
We provide transportation benefits to our
CEO, including limited personal air travel using the Companys arrangement with
NetJets, Inc.
For additional information on all
perquisites provided to the NEOs in fiscal 2016, please see the Summary
Compensation Table and accompanying footnotes and narrative, which begin on page
44.
Severance Plans
The NEOs are covered by our severance
plans, under which payments are based on level of responsibility, seniority
and/or length of service. For the NEOs, the maximum payment under the plans is
two times base salary. The payment and benefit levels defined in our severance
plans for eligible U.S.-based exempt employees have been determined primarily by
reference to the amount of time customarily required for employees who are
involuntarily terminated without cause to find other employment. We believe
that, due to the relative scarcity of senior executive roles, employees at
higher levels in the organization generally need
more time to locate comparable positions elsewhere than employees at lower
levels. Assurance of a reasonable measure of financial security in the event of
involuntary termination is important to candidates for executive positions, and
the extent of the severance benefits offered by Campbell in comparison with
those available at other companies is sometimes a significant factor in their
evaluations of the attractiveness of opportunities at Campbell. For a more
detailed discussion of these severance arrangements, see Potential Payments on
Termination or Change in Control beginning on page 53.
Change in Control
Benefits
We have entered into double-trigger
Change in Control Severance Protection Agreements (CIC Agreements) with each
of the NEOs. The CIC Agreements provide for severance pay and continuation of
certain benefits should a termination of employment in connection with a change
in control occur. The Committee believes that the CIC Agreements are necessary
in order to retain stability in the senior executive team in the event there is
a threatened or actual change in control.
The CIC Agreements double-trigger
provisions require the occurrence of the following two events in order for an
executive to receive payments and benefits:
(1) |
a change in control;
and |
(2) |
the executives employment must
be terminated involuntarily and without cause (whether actual or
constructive) within two years following a change in
control. |
We also have double-trigger change in
control provisions in our AIP, our long-term incentive plans and our U.S.
retirement plans, and these provisions apply equally to all participants in the
plans, including the NEOs.
In March 2010, the Committee determined
that provisions for gross-up payments to cover any federal excise taxes owed
on change in control-related severance payments and benefits would be eliminated
in any change in control agreement entered into after January 1, 2011. The CIC
Agreements with Messrs. Ciongoli and Dunn do not contain the gross-up
provision; all other NEOs entered into CIC Agreements prior to January 1, 2011.
For a more detailed discussion of these CIC Agreements, see Potential Payments
on Termination or Change in Control, beginning on page 53.
42 www.campbellsoupcompany.com
Table of
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|
|
HOW DO WE MANAGE RISKS RELATED TO
OUR COMPENSATION PROGRAM? |
Risk Assessment Incentive Compensation
Programs |
Each year, the Committee reviews the risk
profile of our compensation programs. During fiscal 2016, management completed,
for review by the Committee, an assessment of our compensation programs on a
global basis, with a focus on incentive compensation programs. The Committee
believes that our compensation programs do not create risks that are likely to
have a material adverse effect on the Company. The Committees assessment was
based on a number of factors, including:
● |
the compensation governance process that
we have established, |
● |
the relative size of the potential payouts in the
aggregate and for any individual, |
● |
the inclusion of a cap on the maximum
payouts to any individual, and |
● |
the use of multiple metrics in the respective
incentive programs. |
Executive Stock
Ownership |
We require NEOs to own shares to further
align their interests with those of shareholders. It is our policy that NEOs
achieve an ownership stake that represents a significant multiple of their base
salaries. Until the ownership level is achieved, NEOs must retain at least half
of the after-tax value of each equity award in shares of Campbell stock upon the
vesting of restricted share units or exercise of options. All NEOs are compliant
with the retention requirements, and all have either met or are making
meaningful progress toward their respective ownership standard. Progress toward
a designated ownership standard is measured annually.
The share ownership requirements for NEOs
are listed below. The ownership standard is expressed as a multiple of salary
that is determined based on organization level or salary grade. Establishing
ownership standards as a multiple of base salary links the program with pay
actions (i.e., base salary increases), and ensures that ownership objectives
remain competitive. The ownership multiples have been set at market
median.
Stock Ownership
Requirement as Multiple of Base Salary |
Executives may count toward these
requirements the value of shares beneficially owned and shares and share units
that are deferred and fully vested in the 401(k) plan and other deferred
compensation programs. Unvested restricted share units and unexercised stock
options are not counted in calculating ownership.
IRC Section 162(m) limits the tax
deductibility of compensation paid to an NEO (excluding the CFO) to $1 million,
except to the extent the compensation is qualified performance-based
compensation. The Committees policy is to structure compensation such that it
is deductible under IRC Section 162(m), except
where the Committee determines that it would not be in the best interests of the
Company and our shareholders. A tax deduction is not available under IRC Section
162(m) for the incremental amount of the base salary of a NEO that exceeds $1
million.
Policies Prohibiting Hedging or Pledging Company
Securities |
Our policies prohibit directors and
executive officers from hedging the economic risk associated with fully owned
shares, restricted share units and unexercised stock options. We also have a
policy that prohibits pledging of shares by directors and executive officers,
with an exception for pledge arrangements that were established prior to
September 25, 2013.
COMPENSATION AND ORGANIZATION COMMITTEE
REPORT
The Compensation and Organization
Committee has reviewed and discussed the foregoing Compensation Discussion and
Analysis with management, and based on such reviews and discussions, the
Committee recommended to the Board that the Compensation Discussion and Analysis
be included in this proxy statement.
Compensation and Organization
Committee
Nick Shreiber, Chair
Bennett
Dorrance
Randall W. Larrimore
Marc B. Lautenbach
Mary Alice D.
Malone
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
43 |
Table of
Contents
EXECUTIVE COMPENSATION
TABLES
2016 Summary Compensation
Table |
The following Summary Compensation Table
provides information concerning the compensation of our Chief Executive Officer,
Chief Financial Officer and the three other most highly compensated executive
officers (named executive officers or NEOs) for fiscal 2016. Information is
only included for those years within the last three fiscal years in which the
individual was an NEO. The principal position shown in the table for each NEO is
as of August 1, 2016. For a complete understanding of the table, please read the
footnotes and narrative disclosures that follow the table.
Name and Principal
Position |
|
Year |
|
Salary ($) |
|
Bonus(1) ($) |
|
Stock Awards(2) ($) |
|
Option Awards(3) ($) |
|
Non-Equity Incentive Plan Compensation(4) ($) |
|
Change In Pension Value
and Nonqualified Deferred Compensation Earnings(5) ($) |
|
All
Other Compensation(6) ($) |
|
Total ($) |
Denise M.
Morrison President and
Chief Executive Officer |
|
2016 |
|
$ |
1,100,000 |
|
$ |
0 |
|
$ |
5,367,165 |
|
$ |
1,683,813 |
|
$ |
1,980,000 |
|
$ |
2,380,998 |
|
$ |
420,205 |
|
$ |
12,932,181 |
|
2015 |
|
$ |
1,091,667 |
|
$ |
0 |
|
$ |
5,437,927 |
|
$ |
0 |
|
$ |
1,416,800 |
|
$ |
1,296,770 |
|
$ |
182,313 |
|
$ |
9,425,477 |
|
2014 |
|
$ |
1,041,667 |
|
$ |
0 |
|
$ |
5,384,353 |
|
$ |
0 |
|
$ |
1,102,500 |
|
$ |
1,946,562 |
|
$ |
212,007 |
|
$ |
9,687,089 |
Anthony P.
DiSilvestro Senior Vice President
and Chief Financial Officer |
|
2016 |
|
$ |
642,500 |
|
$ |
0 |
|
$ |
1,481,533 |
|
$ |
464,786 |
|
$ |
702,000 |
|
$ |
1,396,933 |
|
$ |
84,510 |
|
$ |
4,772,262 |
|
2015 |
|
$ |
587,733 |
|
$ |
0 |
|
$ |
1,381,046 |
|
$ |
0 |
|
$ |
551,034 |
|
$ |
515,003 |
|
$ |
72,042 |
|
$ |
3,106,858 |
|
2014 |
|
$ |
485,980 |
|
$ |
0 |
|
$ |
696,055 |
|
$ |
0 |
|
$ |
299,250 |
|
$ |
661,382 |
|
$ |
72,117 |
|
$ |
2,214,784 |
Mark R.
Alexander President Americas Simple Meals and
Beverages |
|
2016 |
|
$ |
696,667 |
|
$ |
0 |
|
$ |
1,774,267 |
|
$ |
556,630 |
|
$ |
774,900 |
|
$ |
1,024,862 |
|
$ |
82,421 |
|
$ |
4,909,747 |
|
2015 |
|
$ |
657,875 |
|
$ |
0 |
|
$ |
2,197,404 |
|
$ |
0 |
|
$ |
474,147 |
|
$ |
508,099 |
|
$ |
80,218 |
|
$ |
3,917,743 |
|
2014 |
|
$ |
620,782 |
|
$ |
0 |
|
$ |
1,527,987 |
|
$ |
0 |
|
$ |
405,007 |
|
$ |
834,208 |
|
$ |
91,779 |
|
$ |
3,479,763 |
Adam G. Ciongoli Senior
Vice President and General Counsel |
|
2016 |
|
$ |
700,000 |
|
$ |
600,000 |
|
$ |
1,366,206 |
|
$ |
428,605 |
|
$ |
672,000 |
|
$ |
0 |
|
$ |
148,645 |
|
$ |
3,915,456 |
Jeffrey T.
Dunn President Campbell Fresh |
|
2016 |
|
$ |
717,500 |
|
$ |
0 |
|
$ |
1,508,119 |
|
$ |
473,141 |
|
$ |
1,606,080 |
|
$ |
0 |
|
$ |
66,992 |
|
$ |
4,371,832 |
|
2015 |
|
$ |
700,000 |
|
$ |
639,401 |
|
$ |
5,067,962 |
|
$ |
0 |
|
$ |
490,000 |
|
$ |
0 |
|
$ |
70,282 |
|
$ |
6,967,645 |
(1) |
Mr. Ciongoli joined the Company
in July 2015. The amount reported in this column for Mr. Ciongoli
represents a one-time cash payment in recognition of his forfeiture of
equity awards and other income from Mr. Ciongolis prior
employment. |
|
(2) |
The amounts reported in this
column represent the aggregate grant date fair value of the performance
restricted stock units, calculated in accordance with FASB ASC Topic 718,
for the listed fiscal year. The assumptions we used in calculating these
amounts are included in Note 18 to the Consolidated Financial Statements
in our Annual Report on Form 10-K for the fiscal year ended July 31, 2016
(2016 Form 10-K). The amounts reported in the Summary Compensation Table
for these awards assume a future payout at the target level and may not
represent the amounts that the NEOs will actually realize from the awards.
Whether, and to what extent, an NEO realizes value will depend on our
actual operating and TSR performance and the NEOs continued
employment. |
|
|
If our performance results in a
future payout at the maximum level (200% of target), the aggregate grant
date fair value of the stock awards granted in fiscal 2016 would have been
as follows: Ms. Morrison, $9,199,415; Mr. DiSilvestro, $2,539,397; Mr.
Alexander, $3,041,131; Mr. Ciongoli, $2,341,707; and Mr. Dunn,
$2,584,966. |
|
|
For additional information on
grant date fair value and estimated future payouts of stock awards, see
the 2016 Grants of Plan-Based Awards table on page 46, and to see the
value of stock awards actually realized by the NEOs in fiscal 2016, see
the 2016 Option Exercises and Stock Vested table on page 49. |
|
(3) |
The amounts reported in this
column represent the grant date fair value of the option awards granted in
fiscal 2016, calculated in accordance with FASB ASC Topic 718. The
assumptions we used in calculating these amounts are included in Note 18
to the Consolidated Financial Statements in our 2016 Form 10-K. No option
awards were granted during fiscal 2015 or fiscal 2014. For additional
information on grant date fair value of option awards, see the 2016 Grants
of Plan-Based Awards table on page 46. |
|
(4) |
The amounts reported in this
column for Ms. Morrison and Messrs. DiSilvestro, Alexander and Ciongoli
reflect the amounts earned and paid under the AIP. The amount reported in
this column for Mr. Dunn reflects the annual incentive earned and paid to
Mr. Dunn under the Bolthouse AIP and the cash portion of Mr. Dunns
special performance incentive. Payments under the AIP and the Bolthouse
AIP were determined as described in the CD&A beginning on page 33, and
payment of the special performance incentive to Mr. Dunn was determined as
described on page 40 of the CD&A. |
|
(5) |
The change in pension amounts
reported for fiscal 2016 are comprised of changes between August 3, 2015
and July 31, 2016 in the actuarial present value of the accumulated
pension benefits for each eligible NEO. Eligible NEOs receive pension
benefits under the same formula applied to all eligible U.S.-based
salaried employees, except for benefits accrued under the MCHP. The
assumptions used in calculating the change in pension value are described
on page 51. |
44 www.campbellsoupcompany.com
Table of
Contents
|
The values reported
in this column are theoretical, as those amounts are calculated pursuant
to SEC requirements and are based on assumptions used in preparing our
consolidated audited financial statements for the years ended August 2,
2015 and July 31, 2016. Our pension plans utilize a different method of
calculating actuarial present value for the purpose of determining a
lump-sum payment, if any, under the plans. The change in pension value
from year to year as reported in the table is subject to market volatility
and may not represent the value that an NEO will actually accrue under our
pension plans during any given year. Messrs. Ciongoli and Dunn are not
eligible to participate in our pension plans. The material provisions of
our pension plans and deferred compensation plans are described beginning
on page 49 and on page 52. |
|
|
|
No NEO received above-market
earnings (as this term is defined by the SEC) on their nonqualified
deferred compensation accounts during fiscal 2016. |
|
(6) |
The amounts reported in this
column reflect, for each NEO, the sum of (i) the incremental cost to
Campbell of all perquisites and other personal benefits; (ii) any amounts
contributed by Campbell to the applicable 401(k) plan and any 401(k)
supplemental program, which are part of our deferred compensation plans;
(iii) Executive Retirement Contributions; and (iv) any premiums paid by
Campbell for executive long-term disability benefits. |
|
|
The following table outlines
those (i) perquisites and other personal benefits and (ii) all other
additional compensation required by the SEC rules to be separately
quantified: |
Name |
|
Personal Choice(a) |
|
401(k) Company Contribution |
|
401(k) Supplemental Company Contribution(b) |
|
Executive Retirement Contribution(c) |
|
Long- Term Disability |
|
Other |
|
Total |
Denise M. Morrison |
|
$ |
48,000 |
|
$ |
10,600 |
|
$ |
89,113 |
|
$ |
0 |
|
$ |
5,574 |
|
$ |
266,918 |
(d) |
|
$ |
420,205 |
Anthony P. DiSilvestro |
|
$ |
32,000 |
|
$ |
10,600 |
|
$ |
36,575 |
|
$ |
0 |
|
$ |
5,335 |
|
$ |
0 |
|
|
$ |
84,510 |
Mark R. Alexander |
|
$ |
32,000 |
|
$ |
10,600 |
|
$ |
35,622 |
|
$ |
0 |
|
$ |
4,199 |
|
$ |
0 |
|
|
$ |
82,421 |
Adam G. Ciongoli |
|
$ |
32,000 |
|
$ |
34,740 |
|
$ |
13,431 |
|
$ |
68,474 |
|
$ |
0 |
|
$ |
0 |
|
|
$ |
148,645 |
Jeffrey T. Dunn |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
66,992 |
(e) |
|
$ |
66,992 |
(a) |
See page 42 for a description of
the Personal Choice program. |
|
(b) |
See page 52 for a description of
the supplemental 401(k) program. |
|
(c) |
This amount is unvested and is
subject to forfeiture if the vesting criteria are not met. See page 51 for
a description of the Executive Retirement Contribution. |
|
(d) |
Other compensation consists of
$28,769 of driver and vehicle expenses and $238,149 of expenses associated
with personal use of an aircraft leased through NetJets, Inc. at the
applicable hourly rate charged to the Company by NetJets. |
|
(e) |
Other compensation includes
$42,802 of housing expenses and $18,346 of vehicle expenses; the remainder
includes $5,844 of premiums for a supplemental executive life insurance
policy, and amounts related to other health and wellness
benefits. |
Narrative to 2016 Summary Compensation Table |
Personal Use of Corporate
Aircraft
During fiscal 2016, the Company sold its
corporate-owned aircraft and entered into a fractional ownership arrangement
with NetJets, Inc. For fiscal 2016, the Committee approved Ms. Morrisons use of
an aircraft leased by the Company through its NetJets arrangement from time to
time for personal travel. The Committee believed this was appropriate because of
security concerns, to enhance productivity for both the CEO and the Company, and allow the CEO a more convenient way to
integrate work and life responsibilities. Amounts disclosed in the Summary
Compensation Table for Ms. Morrisons personal use of an aircraft leased by the
Company through its fractional ownership arrangement with NetJets were
calculated based on the applicable hourly rate charged to the Company by
NetJets.
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
45 |
Table of
Contents
2016 Grants of Plan-Based
Awards |
The table below shows the awards granted
to our NEOs during fiscal 2016 under the AIP and LTI Program.
|
|
|
|
|
|
Committee Approval Date |
|
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards(1) |
|
Estimated Future Payouts Under Equity
Incentive Plan Awards(2) |
|
All Other Stock Awards: # of
Stock Units (#) |
|
All Other Option Awards: # of
Securities Underlying Options(3) (#) |
|
Exercise or Base Price
of Option Awards ($/sh) |
|
Grant Date Fair Value of Stock and
Option Awards(4)
($) |
Name |
|
Award Type |
|
Grant Date |
|
|
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
Threshold (#) |
|
Target (#) |
|
Maximum (#) |
|
|
|
|
Denise M. |
|
AIP |
|
|
|
|
|
$ |
0 |
|
$ |
1,650,000 |
|
$ |
3,300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morrison |
|
TSR Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
30,685 |
|
61,371 |
|
122,742 |
|
|
|
|
|
|
|
|
$ |
3,832,251 |
|
|
EPS Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
30,686 |
|
30,686 |
|
30,686 |
|
|
|
|
|
|
|
|
$ |
1,534,914 |
|
|
Stock Option |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245,486 |
|
$ |
50.205 |
|
$ |
1,683,813 |
Anthony P. |
|
AIP |
|
|
|
|
|
$ |
0 |
|
$ |
585,000 |
|
$ |
1,170,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DiSilvestro |
|
TSR Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
8,470 |
|
16,941 |
|
33,882 |
|
|
|
|
|
|
|
|
$ |
1,057,864 |
|
|
EPS Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
8,470 |
|
8,470 |
|
8,470 |
|
|
|
|
|
|
|
|
$ |
423,669 |
|
|
Stock Option |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,762 |
|
$ |
50.205 |
|
$ |
464,786 |
Mark R. |
|
AIP |
|
|
|
|
|
$ |
0 |
|
$ |
630,000 |
|
$ |
1,260,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander |
|
TSR Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
10,144 |
|
20,288 |
|
40,576 |
|
|
|
|
|
|
|
|
$ |
1,266,864 |
|
|
EPS Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
10,144 |
|
10,144 |
|
10,144 |
|
|
|
|
|
|
|
|
$ |
507,403 |
|
|
Stock Option |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,152 |
|
$ |
50.205 |
|
$ |
556,630 |
Adam G. |
|
AIP |
|
|
|
|
|
$ |
0 |
|
$ |
560,000 |
|
$ |
1,120,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ciongoli |
|
TSR Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
7,811 |
|
15,622 |
|
31,244 |
|
|
|
|
|
|
|
|
$ |
975,500 |
|
|
EPS Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
7,811 |
|
7,811 |
|
7,811 |
|
|
|
|
|
|
|
|
$ |
390,706 |
|
|
Stock Option |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,487 |
|
$ |
50.205 |
|
$ |
428,605 |
Jeffrey T. |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunn |
|
incentive |
|
|
|
|
|
$ |
0 |
|
$ |
721,000 |
|
$ |
1,442,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSR Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
8,622 |
|
17,245 |
|
34,490 |
|
|
|
|
|
|
|
|
$ |
1,076,847 |
|
|
EPS Grant |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
8,622 |
|
8,622 |
|
8,622 |
|
|
|
|
|
|
|
|
$ |
431,272 |
|
|
Stock Option |
|
10/1/2015 |
|
9/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,980 |
|
$ |
50.205 |
|
$ |
473,141 |
(1) |
The amounts listed under the
Estimated Possible Payments under Non-Equity Incentive Plan Awards columns
represent the minimum, target and maximum payouts for each executive for
fiscal 2016 under the applicable annual incentive plan. |
|
(2) |
The Committee sets dollar targets
for grants to NEOs under the LTI Program. The dollar targets may be
expressed as a percentage of salary or as some other amount and converted
to units based upon Campbells average closing stock price during the last
20 trading days in the month of August prior to the grant
date. |
|
|
The performance period for TSR
performance-based grants made during fiscal 2016 is fiscal years
2016-2018, and these grants represent 50% of each NEOs fiscal 2016 LTI
target. The performance period for EPS performance-based grants made
during fiscal 2016 is fiscal year 2016, and these grants represent 25% of
NEOs fiscal 2016 LTI target. The target units are credited to the NEOs on
the grant date. For units granted in fiscal 2016, dividend equivalents
will not be paid on the units during the performance period. Instead,
accumulated dividend equivalents will be paid in cash on the restricted
share units that vest at the end of the performance period when the grants
are paid out. |
|
|
The Committee certifies the
attainment of performance goals, and any earned shares are distributed to
participants following the end of the applicable performance period. See
the description in the CD&A beginning on page 37 for information about
targets, performance goals and payment of shares. The grants have specific
rules related to the treatment of the units in the event of termination
for cause, voluntary resignation, retirement, involuntary termination and
change in control. These provisions are described under Potential Payments
Upon Termination or Change in Control beginning on page 53. |
|
(3) |
The stock options have 10-year
terms and vest ratably over a three-year period, with one-third vesting on
each of the first three anniversaries of the grant date. The option awards
represent 25% of each NEOs fiscal 2016 LTI target. |
|
(4) |
The amounts reported in this
column represent the grant date fair value of the stock and option awards
granted in fiscal 2016, calculated in accordance with FASB ASC Topic 718.
The assumptions we used in calculating these amounts are included in Note
18 to the Consolidated Financial Statements in our 2016 Form
10-K. |
46 www.campbellsoupcompany.com
Table of
Contents
2016 Outstanding Equity Awards at Fiscal
Year-End |
The following table provides
information on the holdings of stock options and restricted share units by each
of the NEOs at fiscal year-end. This table includes exerciseable and
unexerciseable stock options, unvested time-lapse restricted share units,
unvested performance-restricted share units and unvested equity incentive plan
awards. Each equity grant is shown separately for each NEO. The market value of
stock awards is based on the closing market price of our common stock on July
29, 2016, which was $62.27. The performance-restricted share units, which were initially granted on
October 1, 2013, October 1, 2014 and October 1, 2015, are subject to specific
goals during the applicable performance period as explained in the CD&A
beginning on page 37. The footnotes below the table describe the vesting
schedules.
For additional information about the
awards, see the description of the LTI Program in the CD&A beginning on page
37.
Name |
|
Option Awards |
|
Stock Awards |
|
Grant Date for Options |
|
Number
of Securities Underlying Unexercised Options(#) Exerciseable |
|
Number
of Securities Underlying Unexercised Options(#) Unexerciseable (1) |
|
Option Exercise Price ($) |
|
Option Expiration Date |
|
Grant Date for Stock Units |
|
Number of Unvested Stock Units (#) |
|
Market Value of Unvested Stock Units
($) |
|
Equity Incentive Plan Awards: Number
of Unvested Unearned Stock Units (#) |
|
Equity Incentive Plan Awards: Market Value
of Unvested Unearned Stock Units ($) |
Denise M. |
|
10/1/2015 |
|
0 |
|
245,486 |
|
$ |
50.205 |
|
10/1/2025 |
|
10/1/2013 |
(2) |
|
35,802 |
|
$ |
2,229,391 |
|
|
|
|
|
Morrison |
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2013 |
(3) |
|
16,708 |
|
$ |
1,040,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2013 |
(4) |
|
13,640 |
|
$ |
849,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(4) |
|
29,522 |
|
$ |
1,838,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(4) |
|
30,686 |
|
$ |
1,910,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(5) |
|
|
|
|
|
|
164,476 |
|
$ |
10,241,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(6) |
|
|
|
|
|
|
122,742 |
|
$ |
7,643,144 |
Anthony P. |
|
10/1/2015 |
|
0 |
|
67,762 |
|
$ |
50.205 |
|
10/1/2025 |
|
10/1/2013 |
(2) |
|
4,628 |
|
$ |
288,186 |
|
|
|
|
|
DiSilvestro |
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2013 |
(3) |
|
2,159 |
|
$ |
134,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2013 |
(4) |
|
1,764 |
|
$ |
109,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(4) |
|
7,498 |
|
$ |
466,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(4) |
|
8,470 |
|
$ |
527,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(5) |
|
|
|
|
|
|
41,770 |
|
$ |
2,601,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(6) |
|
|
|
|
|
|
33,882 |
|
$ |
2,109,832 |
Mark R. |
|
10/1/2015 |
|
0 |
|
81,152 |
|
$ |
50.205 |
|
10/1/2025 |
|
10/1/2013 |
(2) |
|
10,160 |
|
$ |
632,663 |
|
|
|
|
|
Alexander |
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2013 |
(3) |
|
4,741 |
|
$ |
295,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2013 |
(4) |
|
3,871 |
|
$ |
241,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(4) |
|
9,216 |
|
$ |
573,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(4) |
|
10,144 |
|
$ |
631,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/1/2015 |
(7) |
|
10,929 |
|
$ |
680,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(5) |
|
|
|
|
|
|
51,342 |
|
$ |
3,197,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(6) |
|
|
|
|
|
|
40,576 |
|
$ |
2,526,668 |
Adam G. |
|
10/1/2015 |
|
0 |
|
62,487 |
|
$ |
50.205 |
|
10/1/2025 |
|
8/1/2015 |
(7) |
|
58,248 |
|
$ |
3,627,103 |
|
|
|
|
|
Ciongoli |
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(4) |
|
|
|
|
|
|
7,811 |
|
$ |
486,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(6) |
|
|
|
|
|
|
31,244 |
|
$ |
1,945,564 |
Jeffrey T. |
|
10/1/2015 |
|
0 |
|
68,980 |
|
$ |
50.205 |
|
10/1/2025 |
|
10/1/2015 |
(4) |
|
8,622 |
|
$ |
536,892 |
|
|
|
|
|
Dunn |
|
|
|
|
|
|
|
|
|
|
|
|
8/1/2014 |
(7) |
|
11,305 |
|
$ |
703,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2014 |
(8) |
|
23,084 |
|
$ |
1,437,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2015 |
(6) |
|
|
|
|
|
|
34,490 |
|
$ |
2,147,692 |
(1) |
These options were not exerciseable at the end of 2016.
The options vest ratably over a three-year period, with one-third vesting
on each of the first three anniversaries of the grant date. One-third of
the options vested on September 30, 2016. |
|
(2) |
These are TSR performance-restricted share units that
were granted in fiscal 2014 with a fiscal 2014-2016 performance period.
The awards are shown at 75% of target. The fiscal 2014-2016 performance
period ended on July 29, 2016. The Committee met on August 23, 2016 to
evaluate our TSR performance over the fiscal 2014-2016 performance period.
Based on our TSR performance over the fiscal 2014-2016 performance period,
the Committee certified the payout of the fiscal 2014 TSR
performance-restricted share units at 75% on September 30, 2016. The
grantee must remain employed through September 30, 2016 for the award to
vest. Please see page 39 of the CD&A for additional information on the
fiscal 2014 TSR performance-restricted share units. |
|
(3) |
These are SPUs that were granted
in fiscal 2014 with a fiscal 2014-2016 performance period. The awards are
shown at 35% of target. The fiscal 2014-2016 performance period ended on
July 31, 2016. The Committee met on August 23, 2016 to evaluate our net
sales and EPS performance over the fiscal 2014-2016 performance
period. |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
47 |
Table of
Contents
|
Based on our net sales and EPS
performance over the fiscal 2014-2016 performance period as compared to
the targets established at the beginning of the performance period, the
Committee certified the payout of the fiscal 2014 SPUs at 35% on September
30, 2016. The grantee must remain employed through September 30, 2016 for
the award to vest. Please see pages 39 and 40 of the CD&A for
additional information on the SPUs. |
|
(4) |
These are EPS
performance-restricted share units that were granted in fiscal 2014,
fiscal 2015 and fiscal 2016 with a fiscal 2016 performance period. The
awards are shown at 100% of target. The fiscal 2016 performance period
ended on July 31, 2016. The Committee met on August 23, 2016 to evaluate
our EPS performance for the fiscal 2016 performance period. Based on our
EPS performance for fiscal 2016 compared to the target established at the
beginning of the performance period, the Committee certified the payout of
these EPS performance-restricted share units at 100% on September 30,
2016. The grantee must remain employed through September 30, 2016 for the
award to vest. Please see pages 38 and 40 of the CD&A for additional
information on the EPS performance-restricted share units. |
|
(5) |
These are TSR
performance-restricted share units that were granted in fiscal 2015 with a
fiscal 2015-2017 performance period. Because our TSR performance as of the
end of fiscal 2016 exceeded the performance measure required for payment
at target, these awards are shown at maximum (200% of target). The extent
to which these awards will vest and be paid out following the end of the
fiscal 2015-2017 performance period will depend on our actual TSR
performance over the full performance period. |
|
(6) |
These are TSR
performance-restricted share units that were granted in fiscal 2016 with a
fiscal 2016-2018 performance period. Because our TSR performance as of the
end of fiscal 2016 exceeded the performance measure required for payment
at target, these awards are shown at maximum (200% of target). The extent
to which these awards will vest and be paid out following the end of the
fiscal 2016-2018 performance period will depend on our actual TSR
performance over the full performance period. |
|
(7) |
These are time-lapse restricted
shares which vest as follows: |
Name |
|
Grant Date |
|
Vesting Schedule |
Mark R. Alexander |
|
2/1/2015 |
|
Vest 100% on 2/1/2017 |
Adam G. Ciongoli |
|
8/1/2015 |
|
50% vested on 8/1/2016 and |
|
|
|
|
50%
will vest on 8/1/2017 |
Jeffrey T. Dunn |
|
8/1/2014 |
|
50% vested on 8/1/2015 and |
|
|
|
|
50%
vested on 8/1/2016 |
(8) |
These are performance-restricted
share units that were granted in fiscal 2015 with a fiscal 2015-2016
performance period. The awards are shown at target (100%) and vested at
100% on September 30, 2016, because the packaged fresh performance goals
required for 100% payment were met (see page 40 of the
CD&A). |
48 www.campbellsoupcompany.com
Table of
Contents
2016 Option Exercises and Stock
Vested |
The following table provides
information on the number of shares acquired by each NEO upon the vesting of
stock awards and the value realized, each before payment of any applicable
withholding tax. No NEOs exercised stock options during fiscal 2016.
|
Stock Awards |
Name |
Number of Shares Acquired
on Vesting (#) |
|
Value Realized on
Vesting ($) |
Denise M. Morrison(1) |
93,567 |
|
$ |
4,733,555 |
Anthony P. DiSilvestro(2) |
14,784 |
|
$ |
747,923 |
Mark R. Alexander(3) |
29,685 |
|
$ |
1,501,764 |
Adam G. Ciongoli |
0 |
|
$ |
0 |
Jeffrey T. Dunn |
0 |
|
$ |
0 |
(1) |
Ms. Morrison received an
aggregate of 93,567 shares at a market price of $50.59 on September 30,
2015, upon the vesting of 50,685 TSR performance-restricted share units
and 42,882 EPS performance-restricted share units. |
|
(2) |
Mr. DiSilvestro received an
aggregate of 14,784 shares at a market price of $50.59 on September 30,
2015, upon the vesting of 7,211 TSR performance-restricted share units and
7,573 EPS performance-restricted share units. |
|
(3) |
Mr. Alexander received an
aggregate of 29,685 shares at a market price of $50.59 on September 30,
2015, upon the vesting of 16,493 TSR performance-restricted share units
and 13,192 EPS performance-restricted share
units. |
Name (a) |
|
Plan Name (b) |
|
Number of Years of Credited Service
(#) (c) |
|
Present Value of Accumulated Benefit
($) (d) |
|
Payments During Last Fiscal Year
($) (e) |
Denise M.
Morrison |
|
Retirement and Pension Plan |
|
13.3 |
|
$ |
331,756 |
|
|
$0 |
|
|
Mid-Career Hire Pension Plan |
|
13.3 |
|
$ |
10,490,134 |
|
|
$0 |
Anthony P.
DiSilvestro |
|
Retirement and Pension Plan |
|
20.2 |
|
$ |
804,445 |
|
|
$0 |
|
|
Mid-Career Hire Pension Plan |
|
20.2 |
|
$ |
4,701,829 |
|
|
$0 |
Mark R.
Alexander |
|
Retirement and Pension Plan |
|
23.9 |
|
$ |
796,003 |
|
|
$0 |
|
|
Mid-Career Hire Pension Plan |
|
23.9 |
|
$ |
3,669,286 |
|
|
$0 |
Adam G.
Ciongoli |
|
Not applicable |
|
0 |
|
$ |
0 |
|
|
$0 |
|
|
Not
applicable |
|
0 |
|
$ |
0 |
|
|
$0 |
Jeffrey T.
Dunn |
|
Not applicable |
|
0 |
|
$ |
0 |
|
|
$0 |
|
|
Not
applicable |
|
0 |
|
$ |
0 |
|
|
$0 |
Eligible NEOs participate in two
defined benefit plans: (1) the Retirement and Pension Plan (Qualified Plan)
and (2) the Mid-Career Hire Pension Plan (MCHP). Messrs. Ciongoli and Dunn are
not eligible to participate in either plan, as both plans were closed to new
participants prior to the start of their respective employment with
Campbell.
The Qualified
Plan
The Qualified Plan was established and
designed to provide funded, tax-qualified pension benefits for eligible
U.S.-based employees up to the limits allowed under the IRC. The Qualified Plan
became a cash balance pension plan on May 1, 1999. Participants who had an
accrued benefit as of April 30, 1999 (including Mr. Alexander and Mr.
DiSilvestro) are eligible to receive the greater of their pension benefit under
the prior benefit formula, which is based on final average pay, or the cash
balance benefit. Employees who became participants in the Qualified Plan on or after May 1, 1999 (including Ms. Morrison)
are eligible only for the cash balance benefit. The pension benefits calculated
under the prior benefit formula were frozen on April 30, 2014.
A participant in the Qualified Plan
receives an account consisting of an opening account balance, pay credits and
interest credits.
● |
Opening Account
Balance: If an employee was an active
participant on April 30, 1999, he or she received an opening account
balance consisting of an age 65 benefit accrued under the Qualified Plan
as of December 31, 1998, converted to a lump-sum cash value using an
interest rate of 5.25% and the 1983 unisex Group Annuity Mortality table.
If an employee became a participant on or after May 1, 1999, the opening
account balance is zero. |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
49 |
Table of
Contents
● |
Pay Credits: Pay credits equal a percentage of a participants eligible
compensation, which is limited by the IRC. Pay credits are credited as of
the last day of each calendar year and made based upon the following
formula: |
Age as of December 31 of Prior Calendar
Year |
Pay Credit Rate |
Less than 30 |
4.5 |
% |
30
but less than 40 |
5.5 |
% |
40
but less than 50 |
7.0 |
% |
50
but less than 60 |
8.0 |
% |
60
or more |
9.0 |
% |
|
If a participant terminates employment before
the end of a calendar year, he or she will be credited with pay credits as
of the last day of the month in which employment ended. |
|
|
● |
Interest Credits: Interest is credited
to a participants cash balance account as of the last day of each
calendar year and is based on the average annual yield on the 30-year U.S.
Treasury securities for November of the prior calendar year. Interest
credits will never be less than 2.5% or more than
10%. |
Eligible compensation includes
non-deferred base pay and AIP payments, deferred compensation attributable to
pre-tax contributions for medical and dental premiums and 401(k) plan deferrals.
Under the Qualified Plan, the participating named executive officers are not
eligible for unreduced benefits before attaining the normal retirement age of
65. The exceptions are Mr. Alexander and Mr. DiSilvestro, who will each be
eligible for an unreduced benefit after attaining age 62. In addition, we do not
credit extra service beyond the actual years of an employees participation in
the plan. Qualified Plan participants are 100% vested in their accrued benefit
after attaining three years of service. Lump-sum payments are available as a
form of distribution under the Qualified Plan.
The Present Value of Accumulated
Benefit is the lump-sum present value of the annual pension benefit that was
earned as of July 31, 2016 and that would be payable at age 65. The present
value of accumulated benefits for the Qualified Plan was determined in this
manner for Ms. Morrison, but not for Mr. Alexander and Mr. DiSilvestro. Because
Mr. Alexander and Mr. DiSilvestro had an accrued benefit on April 30, 1999,
their benefits are determined using the prior plan formula of 1% of their Final
Average Pay up to the Social Security Covered Compensation amount plus 1.5% of
their Final Average Pay in excess of the Social Security Covered Compensation
times their years of service. Final Average Pay is the average of eligible
compensation earned in the highest five calendar years, whether or not
consecutive, during the last ten years of employment. Social Security Covered
Compensation is the un-indexed average of the taxable wage base in effect for
each calendar year during the 35-year period ending with the last day of the
calendar year in which the participant ceases to be employed by us. Under the
prior plan formula, if a participant continues to work for Campbell until at
least age 55 with five years of service, the benefit is reduced 5% per year for
each year that the benefit commences prior to age 62. If the participant
terminates employment after attaining age 62, he or she is eligible for an
unreduced benefit. The present value of Mr. Alexanders and Mr. DiSilvestros
accumulated benefit is the lump-sum present value of the annual pension benefit
that was earned as of July 31, 2016, and that would be payable at age
62.
In January 2010, the Board took action
to close the Qualified Plan to new participants, effective December 31, 2010,
and, instead, offer eligible employees new enhancements to our 401(k) plan. This
action is consistent with our efforts to move towards defined contribution plans
as the vehicle for offering retirement benefits to its employees. The Qualified
Plan remains available to all active participants as of December 31,
2010.
The Mid-Career
Hire Pension Plan
The MCHP was established as an
unfunded, nonqualified plan for certain U.S.-based senior executives. It was
intended to provide a participant with a pension benefit that approximates the
pension earned by an employee who worked his or her entire career for Campbell.
We established the MCHP to attract and retain more experienced executives who
were hired mid-career and would be unable to accumulate a full pension over an
entire career with a single employer. The MCHP also provides benefits in excess
of the IRC limits that are applicable to the Qualified Plan.
The benefit provided under the MCHP is
payable as an annuity beginning on the first day of the seventh month following
termination of employment. Depending on a participants age and years of
service, he or she will be eligible to receive an MCHP benefit under either the
income replacement formula or the excess benefit formula. If a participant
satisfies the eligibility criteria such that he or she is eligible for an MCHP
benefit under both formulas, the formula resulting in the higher benefit will
apply.
Income
Replacement Formula
A participant hired or promoted into an
eligible salary grade on or before December 31, 2010 and who is age 55 with at
least five years of employment is eligible for an MCHP benefit under the income
replacement formula. If such a participant terminates employment on or after age
62, the MCHP benefit is calculated as an annual single life annuity equal to
37.5% of a participants Adjusted Final Pay reduced by the Qualified Plan
benefit. If the participant terminates before age 62, the single life annuity will be reduced by 5% per year for each
year that the benefit commences prior to age 62. Adjusted Final Pay is equal to
the average of eligible compensation earned in the highest five calendar years,
whether or not consecutive, during the last 10 years of a participants career
as a covered employee. Participants are eligible for unreduced pensions under
the income replacement formula beginning at age 62.
50 www.campbellsoupcompany.com
Table
of Contents
Excess Benefit
Formula
A participant hired or promoted into an
eligible salary grade on or before December 31, 2010 and who had at least three
years of service is eligible for an MCHP benefit under the excess benefit
formula. If such a participant terminates employment on or after three years of
service, the benefit is calculated using the pension formula under the Qualified
Plan described above but only on eligible compensation in excess of the IRC
limit on compensation. Participants shall receive reduced pensions under the
excess benefit formula if they begin to receive payments before normal
retirement age, which is age 65.
The MCHP defines eligible compensation
in the same manner as in the Qualified Plan. In addition, the MCHP provides
benefit accruals on base pay or AIP payments that are deferred. Ms. Morrison and
Mr. DiSilvestro are vested in the MCHP benefit using the income replacement
formula as they have satisfied the age and service criteria. We do not grant
extra years of service for the pension benefit portion of the MCHP benefit. The
Present Value of Accumulated Benefit is the lump sum present value of the annual
pension benefit that was earned as of July 31, 2016, and that would be payable
under the MCHP at age 62. A lump-sum form of payment was used for purposes of
completing the Pension Benefit Table, although a lump-sum form of payment is not
available under the MCHP.
In May 2010, the Committee determined
to close the MCHP to any new participants, effective December 31, 2010, and
instead, offer eligible senior executives a new nonqualified defined
contribution account, which is further described below under Executive
Retirement Contribution. Like the closure of the Qualified Plan, this action is
consistent with our efforts to move toward defined contribution plans as the
vehicle for offering retirement benefits to our employees. The current MCHP
design will be maintained for all active participants.
Executive
Retirement Contribution
Following the closure of the MCHP to
new participants, the Committee implemented an Executive Retirement Contribution
for eligible U.S.-based senior executives who were hired on or after January 1,
2011. The Executive Retirement Contribution is intended to attract experienced
executives and provide retirement benefits to these executives, who are not
eligible to participate in the MCHP. Executive Retirement Contributions are
subject to a vesting schedule, which is designed to balance attraction and
retention objectives.
We will credit an eligible
participants Supplemental Retirement Plan account with an Executive Retirement
Contribution equal to 10% of the participants base salary and annual incentive.
The Executive Retirement Contributions are subject to an age-graded vesting
schedule and do not begin to vest until the participant has attained age 55 and
completed at least five years of service with Campbell. The table below provides
details on the vesting criteria:
Vesting Percentage |
|
Criteria |
50% |
|
Age 55 and at least 5 years of service |
60% |
|
Age 56 and at least 5 years of service |
70% |
|
Age 57 and at least 5 years of service |
80% |
|
Age 58 and at least 5 years of service |
90% |
|
Age 59 and at least 5 years of service |
100% |
|
Age 60 and at least 5 years of
service |
Mr. Ciongoli is the only NEO who
received an Executive Retirement Contribution in fiscal 2016, and the amounts
credited to him are unvested. For additional information on the Executive
Retirement Contribution to Mr. Ciongoli, please see the 2016 Nonqualified
Deferred Compensation Table and accompanying narrative beginning on page
52.
Assumptions
For purposes of determining the Present
Value of Accumulated Benefits, the following assumptions were used:
Fiscal Year Ended |
2016 |
|
2015 |
|
2014 |
ASC
715 Discount Rate |
3.4% |
|
4.2% |
|
4.3% |
Retirement Age for Qualified Plan |
65 for cash balance or 62
for the prior plan formula |
|
65 for cash balance or 62
for the prior plan formula |
|
65 for cash balance or
62 for the prior plan formula |
Retirement Age for MCHP |
62 |
|
62 |
|
62 |
Pre-retirement Mortality or
Disability |
None |
|
None |
|
None |
Post-retirement Mortality |
104% of RP-2014 backed to 2006 with mortality improvement projected generationally at scale BB-2D |
|
104% of RP-2014 backed to 2006 with mortality improvement projected generationally at scale BB-2D |
|
RP2000Proj2014 M/F |
Cash Balance Interest Rate |
2.75% |
|
3.00% |
|
3.50% |
Form of Payment |
Lump sum using ASC 715 assumption methods |
|
Lump sum using ASC 715 assumption methods |
|
Lump sum using ASC 715 assumption methods |
The accumulated benefit is calculated
based on credited service and pay as of July 31, 2016. The values reported in
the Present Value of Accumulated Benefit column are theoretical and are
calculated and presented according to SEC requirements. These values are based
on assumptions used in preparing the Companys
consolidated audited financial statements for the year ended July 31, 2016. Our
pension plans use a different method of calculating actuarial present value for
the purpose of determining a lump sum payment, if any, under the plans. Using
applicable plan assumptions, the lump sum present
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
51 |
Table
of Contents
value of the two defined benefit plans
combined as of July 31, 2016 and payable as of September 1, 2016 was as follows:
Ms. Morrison: $11,549,514; Mr. DiSilvestro: $5,189,666; and Mr. Alexander:
$2,627,285. Mr. Dunn and Mr. Ciongoli are not
eligible to participate in the plans. All benefit calculations set forth in this
narrative and in the Pension Benefit Table are estimates only; actual benefits
will be based on data, applicable plan assumptions, pay and service at the time
of retirement.
2016 Nonqualified Deferred
Compensation |
Name |
|
Plan Name |
|
Executive Contributions in
Last Fiscal Year ($) |
|
Registrant Contributions in
Last Fiscal Year ($)(1) |
|
Aggregate Earnings in Last Fiscal
Year ($) |
|
Aggregate Withdrawals/ Distributions in
Last Fiscal Year ($) |
|
Aggregate Balance at Fiscal
Year End(2)(3) ($) |
Denise M. |
|
Deferred Compensation Plan |
|
$ |
0 |
|
$ |
0 |
|
$ |
8,081 |
|
$ |
0 |
|
$ |
35,759 |
Morrison |
|
Supplemental Retirement Plan |
|
$ |
0 |
|
$ |
89,113 |
|
$ |
361,843 |
|
$ |
0 |
|
$ |
1,982,344 |
Anthony P. |
|
Deferred Compensation Plan |
|
$ |
0 |
|
$ |
0 |
|
$ |
685 |
|
$ |
0 |
|
$ |
3,033 |
DiSilvestro |
|
Supplemental Retirement Plan |
|
$ |
0 |
|
$ |
36,575 |
|
$ |
16,984 |
|
$ |
0 |
|
$ |
188,381 |
Mark R. |
|
Deferred Compensation Plan |
|
$ |
0 |
|
$ |
0 |
|
$ |
317 |
|
$ |
0 |
|
$ |
1,402 |
Alexander |
|
Supplemental Retirement Plan |
|
$ |
0 |
|
$ |
35,622 |
|
$ |
40,359 |
|
$ |
0 |
|
$ |
337,750 |
Adam G. |
|
Deferred Compensation Plan |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
Ciongoli |
|
Supplemental Retirement Plan |
|
$ |
0 |
|
$ |
81,905 |
|
$ |
1,349 |
|
$ |
0 |
|
$ |
86,973 |
Jeffrey T. |
|
Bolthouse Farms Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunn |
|
Compensation Plan |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
(1) |
The amounts listed for Ms.
Morrison and Messrs. DiSilvestro, Alexander and Ciongoli are reported in
the 2016 Summary Compensation Table under All Other
Compensation. |
|
(2) |
The amounts listed for Ms.
Morrison and Messrs. DiSilvestro and Alexander include amounts previously
reported in summary compensation tables as salary, annual incentive
payments or the value of grants of restricted stock. |
|
(3) |
The amount listed for Mr.
Ciongoli includes an Executive Retirement Contribution in fiscal 2016, of
which $73,398 is unvested. |
The Deferred Compensation Plan and the
Supplemental Retirement Plan are unfunded and maintained for the purpose of
providing our eligible U.S.-based executives and key managers the opportunity to
defer a portion of their earned compensation. Currently, participants may defer
up to 90% of their annual incentive compensation. The ability of executives to
defer all or a portion of their long-term incentive awards was eliminated in
fiscal 2009, and the ability to defer base salary was eliminated as of January
1, 2011.
Each participants contributions to the
plans are credited to a notional investment account in the participants name.
Gains and losses in the participants account are based on the performance of
the investment choices the participant has selected. For deferral accounts,
seven investment choices are available, including the Campbell Stock Account. In
addition to the Stock Account, participants have the opportunity to invest in:
(i) Vanguards Institutional Index Fund; (ii) Vanguards Extended Market Index
Fund; (iii) Vanguards Total International Stock Index Fund; (iv) Vanguards
Total Bond Market Index Fund; (v) Vanguards Short-Term Bond Index Fund and (vi)
BlackRocks Liquidity TempFund. A participant may reallocate his or her
investment account at any time among the seven investment choices, except that
reallocations of the Stock Account must be made in compliance with our insider
trading policy. Dividends on amounts invested in the Stock Account may be
reallocated among the seven investment accounts.
For those individuals whose base salary
and annual incentive compensation exceed the IRC indexed compensation limit for
the 401(k) plan ($265,000 for calendar years 2015 and 2016) and who participate in the 401(k) plan, we credit such individuals
Supplemental Retirement Plan account with an amount equal to the matching
contribution we would have made to the 401(k) plan but for the compensation
limit (supplemental 401(k) program). These contributions are fully
vested.
We will also credit an eligible
participants Supplement Retirement Plan account with an Executive Retirement
Contribution equal to 10% of the participants base salary and annual incentive.
Eligible participants are U.S.-based senior executives who were hired on or
after January 1, 2011 and who do not participate in the MCHP. The Executive
Retirement Contributions do not begin to vest until the participant has attained
age 55 and completed at least five years of service with Campbell. For
additional information on the Executive Retirement Contribution and vesting
criteria, please see page 51.
Mr. Dunn was not eligible to
participate in the Deferred Compensation Plan or Supplemental Retirement Plan in
fiscal 2016. Mr. Dunn is eligible to participate in the Bolthouse Farms Deferred
Compensation Plan but has never elected to participate and does not have any
amounts contributed to that plan. The Bolthouse Farms Deferred Compensation
Plan, like the Deferred Compensation Plan and Supplemental Retirement Plan,
provides eligible employees with the opportunity to defer up to 90% of their
earned compensation. Because Mr. Dunn did not participate in any deferred
compensation plan during fiscal 2016 and has no amounts on deposit under any
such plan, there are no amounts to report for him in the table above.
52 www.campbellsoupcompany.com
Table of Contents
Potential Payments Upon Termination or Change in
Control |
The following table describes potential
incremental payments upon termination of a NEOs employment under various
circumstances.
|
|
Termination for
Cause |
|
Voluntary Resignation (prior
to the vesting or payment date) |
|
Retirement (age
55, 5 years of service) |
|
Involuntary
Termination not for Cause |
AIP/Annual Incentive |
|
Forfeited |
|
Forfeited |
|
Pro
rata portion for the current fiscal year based upon length of employment
during the fiscal year, paid out based on business unit/Company
performance and individual performance |
|
Pro
rata portion for the current fiscal year based on length of employment
during the fiscal year, provided the NEO was employed for at least three
months in the fiscal year, paid out based upon business unit/ Company
performance and individual performance |
Unvested time- lapse
RSUs;
Unvested
EPS performance RSUs |
|
Forfeited |
|
Forfeited |
|
100%,
provided that the NEO retires at least six months after the grant date and
provided further that the grant documents dont require the NEO to be
employed by us on the vesting date; EPS Performance RSUs will be paid out
at the end of the restriction period based upon our EPS
performance |
|
Pro
rata portion will be paid based on length of employment during the
applicable restriction period, provided the NEO was employed for at least
six months following the grant date; the pro rata portion of EPS
Performance RSUs will be paid out at the end of the restriction period
based upon our EPS performance |
Unvested
TSR performance RSUs;
Unvested SPUs |
|
Forfeited |
|
Forfeited |
|
Pro
rata portion of any TSR performance-restricted share units or SPUs based
on length of employment during the applicable restriction period, provided
the NEO retires at least six months after the grant date; the pro rata
portion will be paid out at the end of the restriction period based upon
the vesting criteria being met |
|
Pro
rata portion of any TSR performance-restricted share units or SPUs based
on length of employment during the applicable restriction period, provided
the NEOs employment continued at least six months after the grant date;
the pro rata portion will be paid out at the end of the restriction period
based upon the vesting criteria being met |
Unvested stock options |
|
Forfeited |
|
Forfeited |
|
Options
will continue to vest according to original schedule, provided the NEO
retires at least six months after the grant date |
|
Forfeited |
Vested, unexercised stock options |
|
Forfeited |
|
Exercise within 3 months, or expiration, whichever is
earlier |
|
Exercise until expiration date |
|
Exercise within one year of termination, or option expiration,
whichever is earlier |
Vested Pension |
|
Keep
100% |
|
Keep
100% |
|
Keep
100% |
|
Keep
100% |
Vested Deferred Compensation Amounts |
|
Keep
100% |
|
Keep
100% |
|
Keep
100% |
|
Keep
100% |
Vested Executive Retirement Contributions |
|
Keep
100% |
|
Keep
100% |
|
Keep
100% |
|
Keep
100% |
Unvested Executive Retirement Contributions |
|
Forfeited |
|
Forfeited |
|
Percentage will be paid based on NEOs age at time of
retirement |
|
Percentage will be paid based on NEOs length of employment and age
at time of termination |
|
|
|
|
|
|
|
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
53 |
Table of Contents
Severance Policy
We have a regular severance policy that
applies to all executive officers, including the NEOs. An executive officer will
receive severance benefits equal to two times the officers base salary if the
officers employment is involuntarily terminated by us without cause, except for
change in control severance benefits which are described below. The severance
benefits also include two years of medical benefits and life insurance unless
the executive obtains medical benefits or life insurance from another
employer.
In order to receive severance payments,
executive officers must execute severance agreements that release the Company
from any future claims brought by the executive officer, and contain provisions
prohibiting the executive officer from disparaging us, soliciting our employees
to work elsewhere and competing with us.
Change in
Control
We have double-trigger CIC Agreements with
each of the NEOs. We also have double-trigger change in control provisions in
our AIP, our long-term incentive plans and our U.S. retirement plans, and these
provisions apply equally to all participants in the plans, including the NEOs.
The double-trigger provisions require the occurrence of the following two events
in order for an executive to receive payments and benefits:
|
(1) |
|
the executives employment must
be terminated involuntarily and without cause (whether actual or
constructive) and |
|
|
|
(2) |
|
the termination must occur within
two years following a change in control. |
Generally, a Change in Control will be
deemed to have occurred in any of the following circumstances:
|
(i) |
|
the acquisition of 25% or more of
the outstanding voting stock of the Company by any person or entity, with
certain exceptions for descendants of the Companys founder; |
|
|
|
(ii) |
|
the persons serving as directors
of the Company as of a date specified in the agreement, and those
replacements or additions subsequently approved by a two-thirds vote of
the Board, cease to make up more than 50% of the Board; |
|
|
|
(iii) |
|
a merger, consolidation or share
exchange in which the shareholders of the Company prior to the merger wind
up owning 50% or less of the surviving corporation; or |
|
|
|
(iv) |
|
a complete liquidation or
dissolution of the Company or disposition of all or substantially all of
the assets of the Company. |
In March 2010, the Committee determined
that effective for any change in control agreement entered into after January 1,
2011, the provision for gross-up payments to cover any federal excise taxes
owed on change in control-related severance payments and benefits would be
eliminated. The CIC Agreements with Messrs. Ciongoli and Dunn do not contain the
gross-up provision; all other NEOs entered into CIC Agreements prior to
January 1, 2011.
The following table summarizes the
treatment of various compensation elements for the NEOs in the event of a change
in control and termination of employment within two years.
Compensation
Element |
|
Applicable Plan or
Arrangement |
|
Treatment |
Base Salary |
|
CIC Agreement |
|
Lump sum payment equal to 2.5x base salary |
Annual incentive
compensation |
|
CIC
Agreement |
|
Lump
sum pro-rata payment of annual incentive for the fiscal year in which
termination occurs, based on the number of days employed in the fiscal
year. An additional lump sum payment equal to 2.5x annual incentive
target, which is based on the higher of the NEOs actual target or the
average annual incentive payout over the prior two years |
Medical
benefits and life insurance |
|
CIC Agreement |
|
Provided at Campbells expense for the lesser of (a) 30 months or
(b) the number of months remaining until the NEOs 65th
birthday |
Pension, 401(k) benefits and Executive Retirement
Contributions |
|
CIC
Agreement |
|
Lump
sum based on a straight life annuity, commencing at age 65, assuming the
executive would have remained employed until the earlier of (a) 30 months
or (b) age 65 |
Performance-restricted share units |
|
Campbell Soup Company 2015 Long-Term Incentive Plan |
|
NEO
would become vested in, and restrictions would lapse on, the greater of
(i) fifty percent (50%) of any unvested performance-restricted share units
or (ii) a pro rata portion of such unvested performance-restricted share
units based on the portion of the performance period that has elapsed
prior to the date of the change in control |
Time-lapse restricted share units |
|
Campbell Soup Company 2015 Long-Term Incentive Plan |
|
All
restrictions lapse immediately and all such units would become fully
vested |
Non-qualified stock options |
|
Campbell Soup Company 2015 Long-Term Incentive Plan |
|
All options would vest and become
immediately exerciseable |
54 www.campbellsoupcompany.com
Table of Contents
Tables
The following tables display the
incremental payments that would be made and the value of equity awards that
would vest in the event of termination of employment for the reasons listed. If
an NEO is eligible to retire, the amounts listed below for voluntary resignation
and retirement are the same. As of July 31, 2016, only Ms. Morrison and Mr.
DiSilvestro were eligible to retire. In addition to the amounts in the following
tables, the NEOs would be entitled to any vested pension benefits and any vested
amounts in deferred compensation accounts that are disclosed above in the 2016
Pension Benefits table and the 2016 Nonqualified Deferred Compensation
table.
Assumptions
The amounts listed for the NEOs named
above assume that termination occurred as of July 31, 2016, and use a stock
price of $62.27, which was our stock price on July 29, 2016, the last business
day of fiscal 2016. The amounts included for these NEOs with respect to
performance-based restricted share units assume
that the applicable performance goal was attained and the units paid out at 100%
of target, except in the event of a change in control, which assumes a payout in
accordance with the terms of the CIC Agreements described above.
Incremental Benefits and Payments upon
Termination |
|
Voluntary Resignation |
|
Retirement |
|
Involuntary Termination Without Cause |
|
Change in Control |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive Plan (AIP)
Award |
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
●Performance-Restricted Share Units |
|
$ |
14,404,296 |
|
$ |
14,404,296 |
|
$ |
14,404,296 |
|
$ |
12,985,163 |
●Non-Qualified Stock Options |
|
|
|
|
|
|
|
|
|
|
$ |
2,961,789 |
●Dividend Equivalent Accruals |
|
|
|
|
|
|
|
|
|
|
$ |
608,323 |
Benefits &
Perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health and Welfare Benefits |
|
|
|
|
|
|
|
$ |
27,202 |
|
$ |
34,003 |
401(k) Company Contribution |
|
|
|
|
|
|
|
|
|
|
$ |
26,500 |
401(k) Supplemental Company
Contribution |
|
|
|
|
|
|
|
|
|
|
$ |
222,783 |
Pension |
|
|
|
|
|
|
|
|
|
|
$ |
2,909,647 |
Severance: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
$ |
2,200,000 |
|
$ |
6,875,000 |
Excise Tax Gross-Up |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL: |
|
$ |
14,404,296 |
|
$ |
14,404,296 |
|
$ |
16,631,498 |
|
$ |
26,623,208 |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
55 |
Table of Contents
Incremental Benefits and Payments upon
Termination |
|
Voluntary Resignation |
|
Retirement |
|
Involuntary Termination Without Cause |
|
Change in Control |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive Plan (AIP)
Award |
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
●Performance-Restricted Share
Units |
|
$ |
2,917,724 |
|
$ |
2,917,724 |
|
$ |
2,917,724 |
|
$ |
2,542,422 |
●Non-Qualified Stock Options |
|
|
|
|
|
|
|
|
|
|
$ |
817,549 |
●Dividend Equivalent Accruals |
|
|
|
|
|
|
|
|
|
|
$ |
107,282 |
Benefits &
Perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health and Welfare Benefits |
|
|
|
|
|
|
|
$ |
38,686 |
|
$ |
48,358 |
401(k) Company Contribution |
|
|
|
|
|
|
|
|
|
|
$ |
26,500 |
401(k) Supplemental Company
Contribution |
|
|
|
|
|
|
|
|
|
|
$ |
91,437 |
Pension |
|
|
|
|
|
|
|
|
|
|
$ |
1,604,933 |
Severance: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
$ |
1,300,000 |
|
$ |
3,087,500 |
Excise Tax Gross-Up |
|
|
|
|
|
|
|
|
|
|
$ |
2,563,625 |
TOTAL: |
|
$ |
2,917,724 |
|
$ |
2,917,724 |
|
$ |
4,256,410 |
|
$ |
10,889,606 |
Incremental Benefits and
Payments upon Termination |
|
Voluntary Resignation |
|
Retirement |
|
Involuntary Termination Without Cause |
|
Change in Control |
Compensation: |
|
|
|
|
|
|
|
|
|
|
Annual Incentive Plan (AIP)
Award |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
●Performance-Restricted Share Units |
|
|
|
|
|
$ |
3,908,625 |
|
$ |
3,908,626 |
●Time-Lapse Restricted Share Units |
|
|
|
|
|
$ |
482,032 |
|
$ |
680,549 |
●Non-Qualified Stock Options |
|
|
|
|
|
|
|
|
$ |
979,099 |
●Dividend Equivalent Accruals |
|
|
|
|
|
|
|
|
$ |
206,729 |
Benefits &
Perquisites: |
|
|
|
|
|
|
|
|
|
|
Health and Welfare Benefits |
|
|
|
|
|
$ |
38,986 |
|
$ |
48,733 |
401(k) Company Contribution |
|
|
|
|
|
|
|
|
$ |
26,500 |
401(k) Supplemental Company
Contribution |
|
|
|
|
|
|
|
|
$ |
89,056 |
Pension |
|
|
|
|
|
|
|
|
$ |
819,438 |
Severance: |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
$ |
1,400,000 |
|
$ |
3,325,000 |
Excise Tax Gross-Up |
|
|
|
|
|
|
|
|
$ |
|
TOTAL: |
|
|
|
|
|
$ |
5,829,643 |
|
$ |
10,083,730 |
56 www.campbellsoupcompany.com
Table of Contents
Incremental Benefits and Payments upon
Termination |
|
Voluntary Resignation |
|
Retirement |
|
Involuntary Termination Without Cause |
|
Change
in
Control |
Compensation: |
|
|
|
|
|
|
|
|
|
|
Annual Incentive Plan (AIP)
Award |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
●Performance-Restricted Share Units |
|
|
|
|
|
$ |
517,838 |
|
$ |
729,555 |
●Time-Lapse Restricted Share Units |
|
|
|
|
|
$ |
2,493,602 |
|
$ |
3,627,103 |
●Non-Qualified Stock Options |
|
|
|
|
|
|
|
|
$ |
753,906 |
●Dividend Equivalent Accruals |
|
|
|
|
|
|
|
|
$ |
183,067 |
Benefits &
Perquisites: |
|
|
|
|
|
|
|
|
|
|
Health and Welfare Benefits |
|
|
|
|
|
$ |
36,702 |
|
$ |
45,878 |
401(k) Company Contribution |
|
|
|
|
|
|
|
|
$ |
79,000 |
401(k) Supplemental Company
Contribution |
|
|
|
|
|
|
|
|
$ |
33,576 |
Executive Retirement Contribution |
|
|
|
|
|
|
|
|
$ |
175,000 |
Severance: |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
$ |
1,400,000 |
|
$ |
3,150,000 |
TOTAL: |
|
|
|
|
|
$ |
4,448,142 |
|
$ |
8,777,085 |
Incremental Benefits and Payments upon
Termination |
|
Voluntary Resignation |
|
Retirement |
|
Involuntary Termination Without Cause |
|
Change in Control |
Compensation: |
|
|
|
|
|
|
|
|
|
|
Annual Bolthouse Incentive Plan
Award |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
●Performance-Restricted Share Units |
|
|
|
|
|
$ |
571,638 |
|
$ |
805,338 |
●Time-Lapse Restricted Share Units |
|
|
|
|
|
$ |
674,571 |
|
$ |
703,962 |
●Non-Qualified Stock Options |
|
|
|
|
|
|
|
|
$ |
832,244 |
●Special
Performance Incentive RSUs |
|
|
|
|
|
$ |
3,320,485 |
|
|
|
●Packaged Fresh Performance Incentive |
|
|
|
|
|
$ |
1,317,633 |
|
$ |
4,638,119 |
●Dividend Equivalent Accruals |
|
|
|
|
|
|
|
|
$ |
43,180 |
Benefits &
Perquisites: |
|
|
|
|
|
|
|
|
|
|
Health and Welfare Benefits |
|
|
|
|
|
$ |
12,028 |
|
$ |
15,035 |
Severance: |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
$ |
1,442,000 |
|
$ |
3,605,000 |
TOTAL: |
|
|
|
|
|
$ |
7,338,355 |
|
$ |
10,642,878 |
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
57 |
Table of Contents
VOTING SECURITIES AND
PRINCIPAL SHAREHOLDERS
At the close of business on September 19,
2016, the record date for the 2016 Annual Meeting of Shareholders, there were
outstanding and entitled to vote 307,545,045 shares of Campbell stock, all of
one class and each having one vote. The holders of a majority of the shares
outstanding and entitled to vote, present in person or represented by proxy,
will constitute a quorum for the meeting.
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of September
19, 2016, the beneficial ownership of Campbells stock by each director and
named executive officer, and by all directors and executive officers as a
group.
|
|
Number of Shares |
|
Number of
Shares Underlying Options Vesting Within 60
Days |
|
Number of Shares Underlying RSUs Vesting Within 60
Days |
|
Total Number of Shares
Beneficially
Owned |
|
Percent of Class |
|
Number of Phantom Units of Campbell Stock
in Deferred Compensation Accounts(a) |
Bennett Dorrance(b) |
|
46,323,241 |
|
0 |
|
0 |
|
46,323,241 |
|
15.1 |
|
25,440 |
Randall W. Larrimore |
|
23,541 |
|
0 |
|
0 |
|
23,541 |
|
* |
|
0 |
Marc B. Lautenbach |
|
1,433 |
|
0 |
|
0 |
|
1,433 |
|
* |
|
5,128 |
Mary Alice D. Malone(c) |
|
53,216,613 |
|
0 |
|
0 |
|
53,216,613 |
|
17.3 |
|
51,534 |
Sara Mathew |
|
0 |
|
0 |
|
0 |
|
0 |
|
* |
|
32,042 |
Keith R. McLoughlin |
|
1,671 |
|
0 |
|
0 |
|
1,671 |
|
* |
|
0 |
Denise M. Morrison |
|
182,274 |
|
81,828 |
|
91,139 |
|
355,241 |
|
* |
|
26,869 |
Charles R. Perrin |
|
0 |
|
0 |
|
0 |
|
0 |
|
* |
|
10,980 |
Nick Shreiber |
|
24,861 |
|
0 |
|
0 |
|
24,861 |
|
* |
|
0 |
Tracey T. Travis |
|
14,396 |
|
0 |
|
0 |
|
14,396 |
|
* |
|
0 |
Archbold D. van Beuren(d) |
|
14,268,162 |
|
0 |
|
0 |
|
14,268,162 |
|
4.6 |
|
24,638 |
Les
C. Vinney |
|
65,405 |
|
0 |
|
0 |
|
65,405 |
|
* |
|
6,377 |
Mark R. Alexander |
|
59,780 |
|
27,050 |
|
26,761 |
|
113,591 |
|
* |
|
10,932 |
Adam G. Ciongoli |
|
18,321 |
|
20,829 |
|
2,603 |
|
41,753 |
|
* |
|
0 |
Anthony P. DiSilvestro |
|
40,345 |
|
22,587 |
|
15,123 |
|
78,055 |
|
* |
|
18,559 |
Jeffrey T. Dunn |
|
14,111 |
|
22,993 |
|
25,958 |
|
63,062 |
|
* |
|
0 |
All directors and executive |
|
|
|
|
|
|
|
|
|
|
|
|
officers as a group |
|
|
|
|
|
|
|
|
|
|
|
|
(20
persons) |
|
114,338,950 |
|
226,940 |
|
212,098 |
|
114,777,988 |
|
37.3 |
|
217,905 |
* |
Indicates ownership
of less than 1% of the total outstanding shares |
(a) |
The amounts shown
in this column are the number of phantom units of Campbell stock held in
each individuals deferred compensation account. These phantom units do
not carry voting rights, but the individuals do have a pecuniary interest
in these units. |
(b) |
Bennett Dorrance is a grandson of
John T. Dorrance (founder of Campbell Soup Company) and the brother of
Mary Alice D. Malone. Share ownership does not include the following
shares as to which Mr. Dorrance disclaims beneficial ownership: 1,105,142
shares held by trusts for his children of which Mr. Dorrance is not a
trustee, or 82,028 shares held by DFE Two Percent LLC, a limited liability
company as to which Mr. Dorrance has no direct or indirect beneficial
interest. Share ownership includes 16,000,000 shares that are pledged to
banks as collateral for loans. Over the last 12 months, Mr. Dorrance
reduced the number of shares that are subject to pledge arrangements from
17,500,000 shares to 16,000,000 shares, a reduction of 1,500,000 shares,
or approximately 8.5%. Since October 2012, Mr. Dorrance has reduced the
number of pledged shares by 17,569,355 shares, or approximately 52.0%. See
also Principal Shareholders below. |
|
(c) |
Mary Alice D. Malone is a
granddaughter of John T. Dorrance and the sister of Bennett Dorrance.
Share ownership does not include 1,094,235 shares held by trusts for her
children for which Ms. Malone is not a trustee and as to which shares she
disclaims beneficial ownership. See also Principal Shareholders
below. |
|
(d) |
Archbold D. van Beuren is a
great-grandson of John T. Dorrance. Share ownership includes 13,367,454
shares held by the Voting Trust (defined in Principal Shareholders
below) over which he, as a Voting Trustee, has shared voting power. Share
ownership also includes 900,708 shares, over which he has sole voting and
dispositive power. Share ownership does not include 180,000 shares held by
a trust for his wife, as to which shares he disclaims beneficial
ownership. See also Principal Shareholders
below. |
58 www.campbellsoupcompany.com
Table of Contents
PRINCIPAL SHAREHOLDERS
The following table sets forth information
regarding persons or entities that, to the best of our knowledge, were
beneficial owners of more than 5% of our outstanding common stock.
Name/Address |
|
Amount/Nature of Beneficial Ownership |
|
Percent of Outstanding Stock(1) |
Bennett
Dorrance DMB Associates 7600 E. Doubletree Ranch Road Scottsdale,
AZ 85258 |
|
46,323,241(2) |
|
15.1% |
Mary Alice D.
Malone Iron Spring Farm, Inc. 75 Old Stottsville
Road Coatesville, PA 19320 |
|
53,216,613(3) |
|
17.3% |
Archbold D. van Beuren and David C.
Patterson,
Voting Trustees under the Major Stockholders
Voting Trust
dated as of June 2, 1990,
as amended (Voting Trust), and Related Persons
c/o Brandywine Trust Company
7234 Lancaster Pike
Hockessin, DE
19707(5) |
|
25,103,344(4) |
|
8.2% |
(1) |
Based on the number of shares of common stock
outstanding and entitled to vote at the 2016 Annual Meeting as of our
record date, September 19, 2016 |
|
(2) |
A director nominee. See note (b) on page
58. |
|
(3) |
A director nominee. See note (c) on page
58. |
|
(4) |
Archbold D. van Beuren is a director nominee. See note
(d) on page 58. |
|
|
The number of shares reported above is based solely on
our review of a Schedule 13D filed by the Voting Trust with the SEC on
April 18, 2016. The total includes 13,367,454 shares held in the Voting
Trust and 11,735,890 additional shares held outside the Voting Trust by
the Voting Trustees and related persons. |
|
|
Participants in the Voting Trust have certain rights to
withdraw shares deposited with the Voting Trustees, including the right to
withdraw these shares prior to any annual or special meeting of Campbell
shareholders. Dispositive power as used above means the power to direct
the sale of the shares; in some cases it does not include the power to
direct how the proceeds of a sale can be used. |
|
|
The Voting Trust was formed by
certain descendants (and spouses, fiduciaries and a related foundation) of
the late John T. Dorrance. The participants have indicated that they
formed the Voting Trust as a vehicle for acting together as to matters
which may arise affecting the Companys business, in order to obtain their
objective of maximizing the value of their shares. The Voting Trustees
will act for participants in communications with the Board of Directors.
Participants believe the Voting Trust may also facilitate communications
between the Board and the participants. |
|
(5) |
Under the Voting Trust Agreement,
all shares held by the Voting Trust will be voted by the Voting Trustees,
whose decision must be approved by at least two of the Voting Trustees.
The Voting Trust continues until January 1, 2024, unless it is sooner
terminated or extended. |
Unless otherwise noted, the foregoing
information relating to Principal Shareholders is based upon our stock records
and data supplied to us by the holders as of September 19, 2016.
COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT
Section 16(a) of the Exchange
Act requires that each Campbell director and executive officer and any person
who owns more than ten percent of Campbell stock report to the SEC, by a
specified date, his or her transactions in Campbell stock. Based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required to be filed, we believe that
during the fiscal year ended July 31, 2016, all reports required by Section
16(a) of the Exchange Act were filed on a timely basis, except for (a) one late
report for Carlos J. Barroso, reporting one transaction, (b) one late report for
William J. OShea reporting one transaction, and (c) one late report for
Archbold D. van Beuren reporting two transactions.
|
Campbell Soup Company |
|
|
2016 Proxy Statement |
|
59 |
Table of Contents
OTHER INFORMATION
SUBMISSION OF
SHAREHOLDER PROPOSALS FOR 2017 ANNUAL MEETING
The table below summarizes the
requirements for shareholders who wish to submit proposals or director
nominations for the 2017 Annual Meeting of Shareholders. Shareholders are
encouraged to consult Rule 14a-8 of the Exchange Act and
our By-laws, as appropriate, to see all applicable requirements.
|
Proposals for inclusion in 2017 Proxy
Statement |
Other proposals/nominees to be presented
at the 2017 Annual Meeting* |
Type of
proposal |
SEC rules permit shareholders to submit proposals for
inclusion in our 2017 Proxy Statement by satisfying the requirements set
forth in Rule 14a-8 of the Exchange Act |
Shareholders may present proposals or director nominations
directly at the 2017 Annual Meeting (and not for inclusion in our proxy
materials) by satisfying the requirements set forth in Article II,
Sections 8 and 9 of our By-Laws** |
When
proposal must be received
by Campbell |
No later than the close of business on June 9, 2017 |
No earlier than August 18, 2017, and no later than September
17, 2017 |
Where to
send |
By mail:Office of the Corporate
Secretary, 1 Campbell Place, Camden, New Jersey 08103 By
fax: (856) 342-3889 |
What to
include |
The information required by Rule 14a-8 |
The information required by our
By-laws** |
* |
Any proposal without the required notice will not be
considered properly submitted under our By-laws. Any proposal that is
received by us after September 17, 2017, will not be considered filed on a
timely basis under Rule 14a-4(c)(1). Proposals that are not properly
submitted or timely filed will not be presented at the Annual Meeting. For
such proposals that are properly submitted and timely filed, SEC rules
permit management to retain discretion to vote proxies we receive,
provided that: (1) we include in our proxy statement advice on the nature
of the proposal and how we intend to exercise our voting discretion; and
(2) the proponent does not issue a proxy statement. |
|
|
** |
Our By-laws are available in the corporate governance
section of our website at www.campbellsoupcompany.com. |
ANNUAL MEETING
INFORMATION
Why am I receiving
these proxy materials?
You received printed versions of these
materials (or a Notice of Internet Availability of Proxy Materials) because you
owned shares of Campbell common stock on September 19, 2016, the record date,
and that entitles you to notice of, and to vote at, the 2016 Annual Meeting of
Shareholders. This proxy statement describes the matters to be voted on at the meeting
and provides information on those matters. The proxy materials (which include
our annual report to shareholders for the fiscal year ended July 31, 2016)
provide certain information about the Company that we must disclose to you when
the Board of Directors solicits your proxy.
Why did I receive a
Notice Regarding Internet Availability of Proxy Materials instead of printed
proxy materials?
In accordance with SEC rules, instead of
mailing a paper copy of our proxy materials to all of our shareholders, we have
again decided to provide access to our proxy materials to many shareholders via
the Internet. We believe this decision reduces both the amount of paper necessary to
produce the materials and the costs associated with mailing the materials to all
shareholders.
On or about October 7, 2016, we sent a
Notice Regarding Internet Availability of Proxy Materials (Notice) to most of
our shareholders. These shareholders have the ability to access the proxy materials on a
website referred to in the Notice, or request to receive a printed set of the
proxy materials by calling the toll-free number found on the
Notice. We
encourage you to take advantage of the availability of the proxy materials on
the Internet in order to help reduce the environmental impact of the Annual
Meeting.
How can I get a
paper copy of the proxy materials?
The Notice contains instructions on how to
obtain a paper copy of all proxy materials including this proxy statement, our
2016 Annual Report to Shareholders and a proxy card. If you would like to receive paper
copies of our proxy materials, please follow the instructions on the Notice and
submit your request by November 2, 2016 to ensure that you receive the materials
before the 2016 Annual Meeting.
How can I get
electronic access to the proxy materials?
Shareholders may elect to receive future
distributions of proxy materials by electronic delivery. To take advantage of
this service you will need an e-mail account and access to an Internet browser.
To enroll, go to the Investor Center on www.campbellsoupcompany.com and click on
E-Delivery
60 www.campbellsoupcompany.com
Table of Contents
of Materials. Your enrollment for
electronic delivery of proxy materials will remain in effect until you terminate
it or for so long as the email address provided by you is valid.
Registered shareholders (your shares are
registered in your own name with our transfer agent) may access the 2016 proxy
materials at www.envisionreports.com/cpb.
Shareholders who are the beneficial owners of shares held in street name (you
hold your shares through a broker,bank or other holder of record) may access the
2016 proxy materials at: www.edocumentview.com/cpb. Our 2016 proxy materials are also
available in the Investor Center section of our website at www.campbellsoupcompany.com.
What is householding?
We are sending only one Notice or one copy
of our proxy materials to shareholders who share the same last name and address,
unless they have notified us that they want to receive multiple copies. This
practice, known as householding, is designed to reduce duplicate mailings and
printing and postage costs. If any shareholder residing at such address wishes
to receive a separate or copy of our proxy materials in the future, he or she
may contact the Office of the Corporate Secretary, Campbell Soup Company, 1
Campbell Place, Camden, NJ 08103. If you are receiving multiple copies of the
Notice or proxy materials, you can request householding by contacting the Office
of the Corporate Secretary.
Who may vote at the
2016 Annual Meeting?
Only shareholders of record at the close
of business on September 19, 2016, the record date for the meeting, are entitled
to notice of, and to vote at, the 2016 Annual Meeting and any adjournment or
postponement thereof.
How do I
vote?
Whether you are a shareholder of record or
a beneficial owner whose shares are held in street name, you can vote any one of
four ways:
● |
Via the Internet.
You may vote by visiting the website and entering
the control number found in the Notice, proxy card or voting instruction
form. |
● |
By Telephone. You may vote by calling the toll-free number found in
the Notice, proxy card or voting instruction form. |
● |
By Mail. If you received or requested printed copies of the proxy
materials by mail, you may vote by proxy by filling out the proxy card (if
you are a shareholder of record) or voting instruction form (if you are a
beneficial owner) and sending it back in the envelope
provided. |
● |
In Person. If you are a shareholder of record and you plan to
attend the 2016 Annual Meeting, you are encouraged to vote beforehand by
Internet, telephone or mail. You also may vote in person at the 2016
Annual Meeting. Bring your printed proxy card if you received one by mail.
Otherwise, the Company will give shareholders of record a ballot at the
2016 Annual Meeting. If you are a beneficial owner, you must obtain a
legal proxy from the organization that holds your shares if you wish to
attend the 2016 Annual Meeting and vote in
person. |
What constitutes a
quorum at the Annual Meeting?
A majority of all outstanding shares
entitled to vote at the 2016 Annual Meeting will constitute a quorum, which is
the minimum number of shares that must be present or represented by proxy at the
meeting to transact business. Votes for and against, abstentions and broker
non-votes will all be counted as present to determine whether a quorum has been
established. As of September 19, 2016, we had 307,545,045 shares of common stock
issued, outstanding and entitled to vote at the 2016 Annual
Meeting. Once a share is counted as present at the meeting, it will be deemed
present for quorum purposes for the entire meeting and for any adjournments of
the meeting unless a new record date is set.
What is the voting
requirement to approve each of the proposals?
Assuming a quorum is present, the
affirmative vote of a majority of the votes cast is required to approve each
proposal.
Can I revoke my proxy or change my vote
after I vote by proxy?
Yes, you may revoke your proxy or change
your vote at any time prior to the 2016 Annual Meeting by:
● |
voting again via the
Internet or by telephone, |
● |
completing, signing, dating and
returning a new proxy card or voting instruction card with a later date,
or |
● |
notifying the Office of the
Corporate Secretary in writing that you are revoking your vote and
attending the Annual Meeting and voting in
person |
How do abstentions,
unmarked proxy cards and broker non-votes affect the voting
results?
Abstentions: Abstentions will not count as votes cast for or against a
matter, and therefore will not affect the voting results.
Unmarked proxy cards:
If you sign and return a proxy card or voting
instruction care but do not mark how your shares are to be voted, the
individuals named as proxies will vote your shares, if permitted, in accordance
with the Boards recommendations.
Broker Non-Votes:
If you hold your shares in street name and do not
provide voting instructions, your shares are referred to as broker non-votes and
the bank or broker may vote your shares, at its discretion, only for Item Two
Ratification of Appointment of Independent Registered Public Accounting Firm.
Broker non-votes are included in the number of shares considered to be present
at the meeting for purposes of determining a quorum, but will not count as votes
cast for or against any director nominee or other proposal.
How do I vote my
401(k) or Plan shares?
To vote your Campbell Soup Company 401(K)
Retirement Plan shares, you must sign and return the proxy card or vote via the
Internet or telephone as instructed in the proxy materials. If you do not provide
voting instructions by November 10, 2016, the trustee will vote your shares in
the same proportion as the shares of other participants for which the trustee
has received proper voting instructions.
|
Campbell Soup
Company |
|
|
2016 Proxy
Statement |
|
61 |
Table of Contents
Where can I find
the voting results of the Annual Meeting?
We expect to announce preliminary voting
results at the 2016 Annual Meeting.
We will also disclose the voting results on a Form 8-K
filed with the SEC on or before November 22, 2016.
How are proxies
solicited and what is the cost?
This solicitation of proxies is
authorized by, and made on behalf of, our Board of Directors, and we will bear
the cost.
Proxy solicitation material will be
distributed to shareholders, and our directors, officers and employees may
communicate with shareholders to solicit their proxies. They will not receive any
additional compensation for these activities. Brokers, banks and others holding
stock in their names, or in names of nominees, may request and forward proxy
solicitation material to beneficial owners and seek authority for execution of
proxies, and we will reimburse them for their expenses in so doing at the rates
approved by the New York Stock Exchange.
Attending the 2016 Annual
Meeting |
How can I attend
the Annual Meeting in person?
The 2016 Annual Meeting of Shareholders
will be held at Campbell Soup Company World Headquarters, 1 Campbell Place,
Camden, New Jersey 08103 on Wednesday, November 16, 2016. Directions to our
World Headquarters can be found on our website at www.campbellsoupcompany.com. Doors to the meeting room will
open at approximately 3:30 p.m.
Attendance at the Annual Meeting is
limited to shareholders (or their authorized representatives) as of September
19, 2016, and members of their immediate family. All attendees must pre-register
and obtain an admission ticket. An admission ticket and valid, government-issued
photographic identification are required to enter the meeting. Cameras, audio
and video recorders and similar electronic recording devices will not be allowed
in the meeting room. We will also request that all cellular phones, smartphones,
tablets, pagers and laptops be turned off.
How do I obtain an
admission ticket?
If you are a registered shareholder (your
shares are held in your name), you may pre-register and obtain an admission
ticket by: checking the appropriate box on the Internet voting site, following
the prompts on the telephone voting site, or marking the appropriate box on your
proxy card. You may also pre-register and obtain an admission ticket by
contacting us and providing your name as it
appears on your stock ownership records and your mailing address. If a family
member is attending with you, please indicate that when you
pre-register.
If you hold your shares in street name
(your shares are held through a broker or bank) you may pre-register and obtain
an admission ticket by contacting us and providing your name and mailing
address, and evidence of your stock ownership as of September 19, 2016. A copy
of your brokerage or bank statement will suffice as evidence of ownership, or
you can obtain a letter from your broker or bank. If a family member is
attending with you, please indicate that when you pre-register.
If you are a shareholder as of the record
date and intend to appoint an authorized representative to attend the meeting on
your behalf, you may pre-register and obtain an admission ticket by submitting a
request to us and providing: your name and mailing address, the name and mailing
address of your authorized representative, evidence of stock ownership as of
September 19, 2016, and a signed authorization appointing such individual to be
your authorized representative at the meeting.
To pre-register for the meeting and obtain
an admission ticket, you can write to us at Campbell Soup Company, Office of the
Corporate Secretary, 1 Campbell Place, Camden, NJ 08103, fax your request to
(856) 342-3889, or call (856) 342-6388. Please pre-register by November 9,
2016.
OTHER
MATTERS
The Board of Directors knows of no other
matters to be presented for action at the meeting. If other matters come before
the meeting, it is the intention of the directors proxy to vote on such matters
in accordance with his or her best judgment.
* * * * *
It is important that your shares be
represented and voted at the meeting. Please vote via the Internet or by phone
or fill out, sign, date and return the accompanying proxy card as soon as
possible, regardless of whether you plan to attend the meeting.
By order of the Board of
Directors,
Charles A. Brawley, III
Vice President, Corporate Secretary and
Associate General
Counsel
Camden, New Jersey
October 7,
2016
62 www.campbellsoupcompany.com
Table of Contents
APPENDIX A
NON-GAAP FINANCIAL
MEASURES
Campbell Soup Company uses certain
non-GAAP financial measures, as defined by the Securities and Exchange
Commission, in this proxy statement. These non-GAAP financial measures are
measures of performance not defined by accounting principles generally accepted
in the United States and should be considered in addition to, not in lieu of,
GAAP reported measures. Management believes that also presenting certain
non-GAAP financial measures provides additional information to facilitate
comparison of the Companys historical operating results and trends in our
underlying operating results, and provides transparency on how we evaluate our business. Management uses
these non-GAAP financial measures in making financial, operating and planning
decisions and in evaluating the Companys performance. Please see the Annual
Report on Form 10-K for the fiscal year ended July 31, 2016 for a reporting of
our financial results in accordance with GAAP. The non-GAAP measures included in
this proxy statement are: adjusted net sales, adjusted EBIT and adjusted
EPS.
The following information is provided to
reconcile the non-GAAP financial measures disclosed in this proxy statement to
their most comparable GAAP measures.
Items Impacting
Earnings
|
2016 |
(dollars in millions) |
As Reported |
Restructuring Charges, Implementation Costs and
Other Related Costs |
Pension and Postretirement Benefit
Mark- to-Market Adjustments |
Claim Settlement |
Impairment Charge |
Adjusted |
Net earnings attributable to
Campbell |
|
|
|
|
|
|
|
|
|
|
|
|
|
Soup Company |
$ |
563 |
$ |
49 |
$ |
200 |
$ |
(25 |
) |
$ |
127 |
$ |
914 |
Add: Net earnings (loss) attributable
to |
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Taxes on earnings |
|
286 |
|
29 |
|
113 |
|
|
|
|
14 |
|
442 |
Add: Interest, net |
|
111 |
|
|
|
|
|
|
|
|
|
|
111 |
Earnings before interest and taxes |
$ |
960 |
$ |
78 |
$ |
313 |
$ |
(25 |
) |
$ |
141 |
$ |
1,467 |
|
2015 |
(dollars in millions) |
As Reported |
Restructuring Charges
and Implementation Costs |
Pension and Postretirement Benefit
Mark- to-Market Adjustments |
Adjusted |
Net earnings attributable to Campbell Soup
Company |
$ |
666 |
$ |
78 |
$ |
87 |
$ |
831 |
Add: Net earnings (loss) attributable to
noncontrolling interests |
|
|
|
|
|
|
|
|
Add: Taxes on earnings |
|
283 |
|
46 |
|
51 |
|
380 |
Add: Interest, net |
|
105 |
|
|
|
|
|
105 |
Earnings before interest and taxes |
$ |
1,054 |
$ |
124 |
$ |
138 |
$ |
1,316 |
Adjusted EBIT percent change 2016/2015 |
|
|
|
|
|
|
|
11% |
|
Campbell Soup
Company |
|
|
2016 Proxy
Statement |
|
63 |
Table of Contents
|
2016 |
|
2015 |
|
2013 |
|
EPS % Change |
|
Compound Annual Growth Rate |
|
Diluted EPS Impact |
|
Diluted EPS Impact |
|
Diluted EPS Impact |
|
2016/2015 |
|
2016/2013 |
Earnings from continuing operations
attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Campbell Soup Company, as reported |
$ |
1.81 |
|
|
|
$2.13 |
|
$ |
2.97 |
|
|
|
|
|
Restructuring charges, implementation costs
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other related costs |
|
0.16 |
|
|
|
0.25 |
|
|
0.27 |
|
|
|
|
|
Pension and postretirement benefit
mark-to- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
market adjustments |
|
0.64 |
|
|
|
0.28 |
|
|
(0.58 |
) |
|
|
|
|
Claim settlement |
|
(0.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
Impairment charge |
|
0.41 |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition transaction costs |
|
|
|
|
|
|
|
|
0.02 |
|
|
|
|
|
Adjusted Earnings from continuing
operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
attributable to Campbell Soup Company(1) |
$ |
2.94 |
|
|
|
$2.65 |
|
$ |
2.69 |
|
|
11% |
|
3.01% |
(1) |
The sum of the individual per share amounts
may not add due to rounding. |
In 2016, Earnings from continuing
operations attributable to Campbell Soup Company were impacted by the
following:
● |
$78 million ($49 million after tax,
or $0.16 per share) of restructuring charges and administrative expenses
associated with restructuring and cost savings
initiatives; |
● |
$313 million ($200 million after
tax, or $0.64 per share) of losses associated with mark-to-market
adjustments for defined benefit pension and postretirement
plans; |
● |
a $25 million ($0.08 per share) gain
associated with a settlement of a claim related to the Kelsen acquisition;
and |
● |
a $141 million ($127 million after
tax, or $0.41 per share) impairment charge related to the intangible
assets of the Bolthouse Farms carrot and carrot ingredients reporting
unit. |
In 2015, Earnings from continuing
operations attributable to Campbell Soup Company were impacted by the
following:
● |
$124 million ($78 million after tax,
or $0.25 per share) of restructuring charges and administrative expenses
associated with restructuring and cost savings initiatives;
and |
● |
$138 million ($87 million after tax,
or $0.28 per share) of losses associated with mark-to-market adjustments
for defined benefit pension and postretirement
plans. |
In 2013, Earnings from continuing
operations attributable to Campbell Soup Company were impacted by the
following:
● |
$138 million ($87 million after tax,
or $0.27 per share) of restructuring charges and related costs associated
with restructuring initiatives; |
● |
$285 million ($183 million after
tax, or $0.58 per share) of gains associated with mark-to-market
adjustments for defined benefit pension and postretirement plans;
and |
● |
$10 million ($7 million after tax,
or $0.02 per share) of transaction costs related to the acquisition of
Bolthouse Farms. |
Adjusted Net
Sales
(dollars in millions) |
|
2016 |
Net sales, as reported |
|
$7,961 |
Impact of currency(1) |
|
458 |
Adjusted Net sales |
|
$8,419 |
|
|
|
2013 |
Net
sales, as reported |
|
$8,052 |
Compound annual growth rate |
|
1.50% |
(1) |
Includes impact of $120 in 2014, $180 in
2015 and $158 in 2016. |
64 www.campbellsoupcompany.com
Table of Contents
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LOCATION |
|
|
ADMISSION
|
|
|
|
|
Campbell Soup Company World Headquarters One
Campbell Place Camden, NJ 08103 |
|
|
To attend the meeting in
person, you will need an admission ticket
and government-issued
photographic identification |
|
|
|
|
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|
|
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If you get lost, our receptionist will be
glad to help you find us. Call us at (856)
342-4800, extension 2225. |
|
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|
|
|
|
|
|
Transparency. To learn more about how we make
our food and the choices behind the ingredients we use, visit www.whatsinmyfood.com. |
|
|
On the Web. Visit us at www.campbellsoupcompany.com for company news and
information. |
|
|
Hungry? Visit us at www.campbellskitchen.com for mouthwatering
recipes. |
|
|
|
|
|
|
|
|
|
Twitter. Follow us @CampbellSoupCo for tweets about our company,
programs and brands. |
|
|
Careers. To explore career opportunities, visit us at careers.campbellsoupcompany.com. |
|
|
Responsibility. To connect to our Corporate Social Responsibility
Report, go to www.campbellcsr.com. |
|
|
The papers utilized in the
production of this Proxy Statement are all certified for Forest
Stewardship Council (FSC®) standards, which promote
environmentally appropriate, socially beneficial and economically viable
management of the worlds forests. This Proxy Statement was printed by DG3
North America. DG3s facility uses exclusively vegetable based inks, 100%
renewable wind energy and releases zero VOCs into the
environment. |
Prepared by www.argyle.company
Table of Contents
1 Campbell Place, Camden, NJ
08103-1799
investor.campbellsoupcompany.com
Table of Contents
Electronic Voting
Instructions
Available 24 hours a day, 7 days a
week!
Instead of mailing your proxy, you may
choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN
THE TITLE BAR.
Proxies submitted by the Internet or
telephone must be received by 1:00 a.m. Eastern Time on November 16,
2016.
|
|
Vote by Internet |
|
● |
Go to www.envisionreports.com/cpb |
|
● |
Or scan the QR code with your
smartphone |
|
● |
Follow the steps outlined on the
secure website |
Vote
by telephone |
● |
Call toll free 1-800-652-VOTE (8683) within the USA, US territories
& Canada on a touch tone telephone |
● |
Follow the instructions provided
by the recorded message |
Using a black
ink pen, mark your votes with
an X as shown in this example. Please do not write outside the
designated areas. |
|
|
Annual Meeting Proxy Card |
|
|
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET
OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. ▼ |
A |
|
Proposals The Board of Directors recommends a vote FOR all
nominees and FOR Items 2 and 3. |
|
|
1. Election of 12 directors for a one-year term expiring
at the 2017 Annual Meeting. |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
01 -
Bennett Dorrance |
|
☐ |
|
☐ |
|
☐ |
|
02 -
Randall W. Larrimore |
|
☐ |
|
☐ |
|
☐ |
|
03 -
Marc B. Lautenbach |
|
☐ |
|
☐ |
|
☐ |
|
04 -
Mary Alice D. Malone |
|
☐ |
|
☐ |
|
☐ |
|
05 -
Sara Mathew |
|
☐ |
|
☐ |
|
☐ |
|
06 -
Keith R. McLoughlin |
|
☐ |
|
☐ |
|
☐ |
|
07 -
Denise M. Morrison |
|
☐ |
|
☐ |
|
☐ |
|
08 -
Charles R. Perrin |
|
☐ |
|
☐ |
|
☐ |
|
09 -
Nick Shreiber |
|
☐ |
|
☐ |
|
☐ |
|
10 -
Tracey T. Travis |
|
☐ |
|
☐ |
|
☐ |
|
11 -
Archbold D. van Beuren |
|
☐ |
|
☐ |
|
☐ |
|
12 -
Les C. Vinney |
|
☐ |
|
☐ |
|
☐ |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
For |
|
Against |
|
Abstain |
2. |
Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm for fiscal 2017. |
|
☐ |
|
☐ |
|
☐ |
|
3. |
Approval of an advisory resolution on
the fiscal 2016 compensation of our named executive officers. |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
|
|
Mark this box with an X to pre-register and obtain a
ticket of admission to the meeting. |
|
|
B |
|
Non-Voting
Items |
|
Change of Address Please print
new address below. |
|
|
|
C |
|
Authorized Signatures This
section must be completed for your vote to be counted. Date and Sign
Below |
Please sign exactly as name(s)
appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, corporate officer, trustee, guardian, or
custodian, please give full title. |
Date (mm/dd/yyyy) Please print
date below. |
|
Signature 1 Please keep signature
within the box. |
|
Signature 2 Please
keep signature within the box. |
/ /
|
|
|
|
|
02EQ6D
Table of Contents
CAMPBELL SOUP COMPANY
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, November 16, 2016
4:00
p.m. Eastern Time
Campbell Soup Company World
Headquarters
One Campbell Place
Camden, NJ 08103
Directions to Campbell Soup Company
World Headquarters
can be found on our website
at
www.campbellsoupcompany.com
▼ IF YOU HAVE NOT VOTED VIA THE INTERNET
OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. ▼ |
Proxy CAMPBELL SOUP
COMPANY |
This Proxy is Solicited on Behalf of the
Board of Directors
for the Annual Meeting on November 16, 2016
The undersigned hereby appoints Denise
M. Morrison, or, in her absence, Adam G. Ciongoli or, in the absence of both of
them, Charles A. Brawley, III, and each or any of them, proxies with full power
of substitution in each, to vote all shares the undersigned is entitled to vote,
at the Annual Meeting of Shareholders of Campbell Soup Company to be held at
Campbell Soup Company, One Campbell Place, Camden, New Jersey 08103, at 4:00
p.m., Eastern Time on November 16, 2016, and at any adjournments thereof, on all
matters coming before the meeting, including the proposals referred to on the
reverse side hereof. If the undersigned is a participant in the Campbell Soup
Company 401(K) Retirement Plan (the Plan), then the undersigned hereby directs
the respective trustee of the Plan to vote all shares of Campbell Soup Company
Stock in the undersigneds Plan account at the aforesaid Annual Meeting and at
any adjournments thereof, on all matters coming before the meeting, including
the proposals referred to on the reverse side hereof.
If an address change has been made,
mark appropriate box on the reverse side of this card.
Your shares will be voted as
recommended by the Board of Directors (or, in the case of shares held in the
Plan, will be voted at the discretion of the trustee) unless you otherwise
indicate in which case they will be voted as marked.
To vote in accordance with the Board
of Directors recommendations just sign the reverse side; no boxes need to be
marked. If you do not vote by telephone or over the Internet, please fold and
return your proxy card promptly using the enclosed envelope.
Table of Contents
Using a black ink pen, mark your votes with an X
as shown in this example. Please do not write outside the designated
areas. |
|
|
Annual Meeting Proxy Card |
|
|
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ |
A |
|
Proposals The Board of
Directors recommends a vote FOR all nominees and FOR Items 2 and
3. |
1. Election of 12
directors for a one-year term expiring at the 2017 Annual
Meeting. |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
01 -
Bennett Dorrance |
|
☐ |
|
☐ |
|
☐ |
|
02 -
Randall W. Larrimore |
|
☐ |
|
☐ |
|
☐ |
|
03 -
Marc B. Lautenbach |
|
☐ |
|
☐ |
|
☐ |
|
04 -
Mary Alice D. Malone |
|
☐ |
|
☐ |
|
☐ |
|
05 -
Sara Mathew |
|
☐ |
|
☐ |
|
☐ |
|
06 -
Keith R. McLoughlin |
|
☐ |
|
☐ |
|
☐ |
|
07 -
Denise M. Morrison |
|
☐ |
|
☐ |
|
☐ |
|
08 -
Charles R. Perrin |
|
☐ |
|
☐ |
|
☐ |
|
09 -
Nick Shreiber |
|
☐ |
|
☐ |
|
☐ |
|
10 -
Tracey T. Travis |
|
☐ |
|
☐ |
|
☐ |
|
11 -
Archbold D. van Beuren |
|
☐ |
|
☐ |
|
☐ |
|
12 -
Les C. Vinney |
|
☐ |
|
☐ |
|
☐ |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
For |
|
Against |
|
Abstain |
2. |
Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm for fiscal 2017. |
|
☐ |
|
☐ |
|
☐ |
|
3. |
Approval of an advisory resolution on
the fiscal 2016 compensation of our named executive officers. |
|
☐ |
|
☐ |
|
☐ |
B |
|
Authorized
Signatures This section must be completed for your vote to be counted.
Date and Sign Below |
Please sign
exactly as name(s) appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title. |
Date
(mm/dd/yyyy) Please print date below. |
|
Signature 1
Please keep signature within the box. |
|
Signature 2 Please keep signature within the box. |
/ / |
|
|
|
|
02EQ7D
Table of Contents
CAMPBELL SOUP COMPANY
ANNUAL MEETING OF
SHAREHOLDERS
Wednesday, November 16, 2016
4:00
p.m. Eastern Time
Campbell Soup Company World
Headquarters
One Campbell Place
Camden, NJ 08103
Directions to Campbell Soup Company
World Headquarters
can be found on our website
at
www.campbellsoupcompany.com
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ |
Proxy CAMPBELL SOUP
COMPANY |
This Proxy
is Solicited on Behalf of the Board of Directors
for the Annual Meeting on
November 16, 2016
The undersigned hereby appoints Denise
M. Morrison, or, in her absence, Adam G. Ciongoli or, in the absence of both of
them, Charles A. Brawley, III, and each or any of them, proxies with full power
of substitution in each, to vote all shares the undersigned is entitled to vote,
at the Annual Meeting of Shareholders of Campbell Soup Company to be held at
Campbell Soup Company, One Campbell Place, Camden, New Jersey 08103, at 4:00
p.m., Eastern Time on November 16, 2016, and at any adjournments thereof, on all
matters coming before the meeting, including the proposals referred to on the
reverse side hereof. If the undersigned is a participant in the Campbell Soup
Company 401(K) Retirement Plan (the Plan), then the undersigned hereby directs
the respective trustee of the Plan to vote all shares of Campbell Soup Company
Stock in the undersigneds Plan account at the aforesaid Annual Meeting and at
any adjournments thereof, on all matters coming before the meeting, including
the proposals referred to on the reverse side hereof.
If an address change has been made,
mark appropriate box on the reverse side of this card.
Your shares will be voted as
recommended by the Board of Directors (or, in the case of shares held in the
Plan, will be voted at the discretion of the trustee) unless you otherwise
indicate in which case they will be voted as marked.
To vote in accordance with the Board
of Directors recommendations just sign the reverse side; no boxes need to be
marked. If you do not vote by telephone or over the Internet, please fold and
return your proxy card promptly using the enclosed envelope.
Table of Contents
|
|
Vote by Internet |
|
● |
Go to www.envisionreports.com/cpb |
|
● |
Or scan the QR code with your
smartphone |
|
● |
Follow the steps outlined on the
secure website |
Shareholder Meeting Notice |
|
|
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders
of Campbell Soup Company to be Held on November 16,
2016
Under Securities and Exchange Commission
rules, you are receiving this notice that the proxy materials for the annual
shareholders meeting are available on the Internet. Follow the instructions
below to view the materials and vote online or request a paper or e-mail copy.
The items to be voted on and location of the annual meeting are on the reverse
side. Your vote is important!
This communication presents only an
overview of the more complete proxy materials that are available to you on the
Internet. We encourage you to access and review all of the important information
contained in the proxy materials before voting. The proxy statement and annual
report to shareholders, including the Form 10-K, are available
at:
www.envisionreports.com/cpb |
|
|
Easy Online Access A
Convenient Way to View Proxy Materials and Vote |
|
When you go online to
view materials, you can also vote your shares. |
|
Step 1: Go to
www.envisionreports.com/cpb to view the
materials. |
|
Step 2: Click
on Cast Your Vote or Request Materials. |
|
Step 3:
Follow the instructions on the screen to log in. |
|
Step 4: Make your selection as instructed on each screen to select
delivery preferences and vote. |
When you go online, you can also help the
environment by consenting to receive electronic delivery of future
materials.
|
|
|
|
|
Obtaining a Copy of the Proxy
Materials If you want to receive a paper or e-mail copy of these
documents, you must request one. There is no charge to you for requesting
a copy. Please make your request for a copy as instructed on the reverse
side on or before November 2, 2016 to facilitate timely
delivery. |
02EQ8D
Table of Contents
Shareholder Meeting Notice |
|
|
Campbell Soup Companys Annual Meeting of Shareholders will be held
on November 16, 2016 at Campbell Soup Company
World Headquarters, One Campbell Place, Camden, New Jersey 08103, at 4:00 p.m.
Eastern Time.
Directions to Campbell Soup Company
World Headquarters, the site of the 2016 Annual Meeting, can be found on our
website at www.campbellsoupcompany.com.
Proposals to be voted on at the
meeting are listed below along with the Board of Directors
recommendations.
The Board of Directors
recommends a vote FOR all nominees and FOR Items 2 and 3.
1. |
|
Election of 12 directors for a one-year term
expiring at the 2017 Annual Meeting: |
|
|
|
01 - Bennett Dorrance |
|
02 - Randall W. Larrimore |
|
03 - Marc B. Lautenbach |
|
04 - Mary Alice D. Malone |
|
|
|
05 - Sara Mathew |
|
06 - Keith R. McLoughlin |
|
07 - Denise M. Morrison |
|
08 - Charles R. Perrin |
|
|
|
09 - Nick Shreiber |
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10 - Tracey T. Travis |
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11 - Archbold D. van Beuren |
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12 - Les C. Vinney |
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Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm for fiscal 2017. |
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Approval of an advisory resolution on the
fiscal 2016 compensation of our named executive
officers. |
PLEASE NOTE YOU CANNOT VOTE BY
RETURNING THIS NOTICE. To vote your shares you must vote online or request a
paper copy of the proxy materials to receive a proxy card. If you wish to attend
and vote at the meeting, please see the instructions at
www.envisionreports.com/cpb to pre-register and obtain an admission
ticket.
When voting on the internet, there
will be an opportunity to request an Admission Ticket if you are interested in
attending the Annual
Meeting.
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Heres how to order a copy of the
proxy materials and select a future delivery preference:
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Paper copies: Current and future paper delivery requests can be
submitted using the telephone, Internet or email options below.
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Email copies: Current and future
email delivery requests must be submitted via the Internet following the
instructions below. If you request an email copy of current materials you
will receive an email with a link to the materials. |
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PLEASE NOTE: You must use the number in the shaded bar on the reverse
side when requesting a set of proxy materials. |
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Internet
Go to www.envisionreports.com/cpb. Click
Cast Your Vote or Request Materials. Follow the instructions to log in and
order a paper or email copy of the
current meeting materials and submit your preference for email or paper
delivery of future meeting materials. |
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Telephone
Call us free of charge at
1-866-641-4276 using a touch-tone telephone and follow the instructions to
log in and order a paper copy of the
materials by mail for the current meeting. You can also submit a
preference to receive a paper copy for future meetings. |
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→ |
Email Send email to investorvote@computershare.com with
Proxy Materials Campbell Soup Company in the subject line. Include
in the message your full name and
address, plus the number located in the shaded bar on the reverse, and
state in the email that you want a paper
copy of current meeting materials. You can also state your preference to
receive a paper copy for future meetings.
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To facilitate
timely delivery, all requests for a paper copy of the proxy materials must
be received by November 2, 2016. |
02EQ8D