Third Point Modifies the Independent Slate After Receiving Support from Fellow Shareholders Who Want Campbell to Refresh its ...
November 09 2018 - 9:00AM
Business Wire
Recognizing Non-Insider Shareholder Calls for
Change and Continuity, The Modified Slate Includes Five of Our
Highly-Qualified, Independent Director Nominees: Sarah Hofstetter,
Munib Islam, Bozoma Saint John, Kurt Schmidt and William Toler
Nominees Bring the Experience, Expertise and
Diverse Perspectives Needed to Refresh the Incumbent Board – One
That Has Presided Over Years of Missteps and Value Destruction
Third Point’s Actions Today Diverge With those
of Campbell and its Insider, Billionaire Heirs Who Have Stubbornly
Refused to Embrace the Input of Non-Insider Shareholders for
Years
Upon Reviewing Our Nominees’ Robust
Qualifications, We Encourage Shareholders to VOTE THE WHITE CARD to
Bring Measured Change to Campbell’s Stale Board
Third Point LLC (LSE: TPOU) ("Third Point"), a New
York-based investment firm managing approximately $17 billion in
assets and a holder of approximately 7% of the outstanding common
shares of Campbell Soup Company (NYSE: CPB) ("Campbell" or the
"Company"), today sent a letter to the Company’s Board of Directors
(the “Board”) notifying its Chairman that we have amended our proxy
materials to nominate five highly-qualified, independent director
nominees (the “Short Slate”) for election at Campbell’s Annual
Meeting of Shareholders on November 29, 2018. The Short Slate
includes Sarah Hofstetter, Munib Islam, Bozoma Saint John, Kurt
Schmidt and William Toler.
The letter explains that after weeks of meetings with our fellow
shareholders, Third Point has done something that Campbell and its
Board refuse to do: embrace and respect the input of non-insiders.
We now understand that the Short Slate is exactly what is needed to
set Campbell on a sustainable path to renewed competitiveness and
growth.
After reading our letter below, we encourage all shareholders to
review our Case for Change to understand more about why Third
Point’s nominees will help set Campbell on a new and profitable
path. We urge all shareholders to VOTE THE WHITE CARD to elect the
Short Slate and finally refresh the stale Incumbent Board.
***
Les VinneyChairman of the Board of DirectorsCampbell Soup
Company1 Campbell PlaceCamden, NJ 08103
November 9, 2018
Dear Mr. Vinney:
Over the past few weeks, we have been meeting with our fellow
shareholders to discuss the case for change at Campbell and the
Independent Slate’s plan to improve value for the Company’s
stakeholders. One point we have made repeatedly throughout our
proxy contest is that a well-functioning Board of a public company
must listen to – and respect – feedback from non-insider
shareholders.
We have heard three important points from investors during our
meetings: 1) they are certain change is necessary to reverse
decades of underperformance and get Campbell back on track; 2) they
are convinced that Third Point and its nominees are highly
qualified to serve on this Board and compare favorably to the
existing Board members; and 3) they would like to see a settlement
of this proxy contest with meaningful representation on the Board
from the Independent Slate, but also believe that some continuity
is a good thing.
For this reason, we will file a “Short Slate” with the
Securities and Exchange Commission today, amending our proxy to
nominate five individuals to the twelve-person Board at this year’s
Annual Meeting. Our five nominees are Sarah Hofstetter, Munib
Islam, Bozoma Saint John, Kurt Schmidt, and William Toler.
We have carefully selected the Independent Short Slate to bring
the experience and expertise that we think Campbell’s Board most
needs to improve outcomes for shareholders. As you know, we have
been surprised by your blanket dismissals of our slate as simply
“unqualified” since you have not conducted any real diligence on
them. We suggest you take the time to do so to see for yourself why
many shareholders believe they would be outstanding additions to
the Campbell Board. To remind you of their relevant
qualifications:
- Sarah
Hofstetter: Sarah has spent her career leading
organizations that use advertising to drive growth and impact for
many types of businesses. She recently became President of
Comscore, a global measurement and analytics company providing
marketing data and metrics to enterprises, advertising agencies,
and publishers. In her previous role as the CEO of 360i, a top-ten
national advertising agency, Sarah worked with food companies to
modernize and revitalize their brands to spark growth. Some of her
most well-known campaigns were for Oreo, Oscar Mayer, and Lean
Cuisine. These experiences in successfully marketing to next
generation customers apply directly to an area where Campbell must
improve.
- Munib
Islam: Munib is a Partner at Third Point, where he leads
the firm’s efforts in global equity research and investing. He has
been in the financial markets for nearly two decades and has a deep
understanding of financial reporting, capital allocation, portfolio
management, and strategic transactions. Munib has played a key role
in many of Third Point’s largest constructive investments,
including Nestlé and DowDuPont, and he has a long track record of
evaluating consumer packaged goods companies. In 2015, Munib joined
the Board of Baxter International, a $34 billion medical device
company, in which Third Point also owned a significant stake. At
Baxter, Munib serves on the Audit committee, attends meetings of
the Compensation and Governance committees, and has played an
important role in many facets of Baxter’s successful operational
and financial turnaround, including in its CEO search. Since Munib
joined Baxter’s Board, its shares have nearly doubled in
value.
- Bozoma Saint
John: Bozoma is, to put it simply, one of America’s most
important brand experts. She has worked at some of the world’s
hottest brands, including Apple and Uber, where she refined
marketing messages from the inside. With a special focus on making
brands resonate with younger consumers, Bozoma has a keen eye for
what works in today’s market and how companies can improve
themselves for their target audiences. During her career, Bozoma
has brought her insights to evolving some of the world’s best-known
brands, experience that is directly relevant to refreshing
Campbell’s iconic portfolio. Her credentials are widely recognized
and among other awards, she has been inducted into the American
Advertising Hall of Achievement and named one of Fortune’s 40 Under
40, one of Fast Company’s 100 Most Creative People, one of Ad Age’s
50 Most Creative People, one of Ebony Magazine’s 100 Most Important
Executives, and a Fortune Disruptor.
- Kurt
Schmidt: Kurt brings significant management and
operational experience as the former CEO of multiple companies,
including Gerber, which faced similar problems to those affecting
Campbell’s today. During his tenure at Gerber, Kurt was able to
successfully turn the company around before selling to Nestlé,
driving outstanding shareholder returns. While at Nestlé following
the Gerber acquisition, he was responsible for the company’s $8
billion global Health & Wellness Division and was a member of
Nestlé’s Executive Committee. He was most recently the CEO of Blue
Buffalo, another successful consumer packaged goods enterprise. He
will bring operational know-how, strategic insight, and an overall
ethic of excellence to the Board.
- William
Toler: Bill has almost four decades of operating
experience in consumer packaged goods companies, with a proven
track record of creating value. Some Board members may remember
Bill from his time working at the Company as the President of
Campbell Sales Company from 1995-2000. Until earlier this year,
Bill was the Chief Executive Officer of Hostess Brands, a similarly
beloved purveyor of classic American pantry treats like Twinkies
and Ding Dongs. He refreshed these brands, improved growth, and
generated significant stockholder value. Bill was also CEO of
AdvancedPierre foods and the President of Pinnacle Foods. Bill has
impressed investors with his knowledge of the industry generally,
and Campbell in particular, and would bring needed oversight to
help the Company solve its problems with its multiple delivery
systems, conflicts with significant customers, and general
operational malaise.
While it may seem foreign to the many members of your Board who
have served for decades, it is common practice for activist
investors to join boards and put aside differences to improve a
Company’s fortunes. We have done this frequently and assure you
that once on the Board, all hurt feelings will be put aside to
serve shareholders and focus on the monumental tasks at hand.
We are sincere in our conviction that Campbell needs fresh eyes
and a new approach to turn the Company around. Shareholders we have
met with understand this and have endorsed our agenda for change.
For the good of the Company, its shareholders, and its employees,
we urge you to embrace the Short Slate, give investors the change
and continuity they seek, and end this proxy contest to begin the
hard work of revitalizing Campbell.
Sincerely,Third Point LLC
***
Your Vote Is Important, No Matter How Many or How Few Shares
You Own!
PLEASE REMEMBER TO CAN THE COMPANY’S CARD! If you
return a Campbell’s proxy card – even by simply indicating
“withhold” on the Company’s slate – you will revoke any vote you
had previously submitted for the Third Point nominees on the
WHITE proxy card.
IMPORTANT INFORMATION
On September 28, 2018, Third Point LLC filed a definitive proxy
statement and on October 1, 2018 filed Supplement No. 1 thereto and
on October 9, 2018 filed Supplement No. 2 thereto (collectively,
the “Definitive Proxy Statement”) with the U.S. Securities and
Exchange Commission (“SEC”) to solicit proxies from stockholders of
Campbell Soup Company (the “Company”) for use at the Company’s 2018
annual meeting of stockholders. THIRD POINT STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE DEFINITIVE PROXY
STATEMENT ALSO INCLUDES INFORMATION ABOUT THE IDENTITY OF THE
PARTICIPANTS IN THE THIRD POINT SOLICITATION AND A DESCRIPTION OF
THEIR DIRECT OR INDIRECT INTERESTS THEREIN. The Definitive
Proxy Statement is available at no charge on the SEC’s website at
http://www.sec.gov and is also available, without charge, on
request from Third Point LLC’s proxy solicitor, Okapi Partners LLC,
at (855) 208-8902 or via email at CPBinfo@okapipartners.com.
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For Media:Third Point LLCElissa Doyle, 917-748-8533Chief
Marketing Officeredoyle@thirdpoint.com
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