Third Point Announces That ISS & Glass Lewis Strongly Recommend That Shareholders Vote for Independent Short Slate Nominees t...
November 15 2018 - 8:01AM
Business Wire
ISS Recommends Shareholders Vote for Entire
Independent Slate, Highlighting That Third Point Has “Presented A
Compelling Case That Change at the Board Level Is Warranted” and
That the Independent Slate Nominees Are “Well Qualified to
Contribute to the Company's Turnaround By Providing Relevant
Industry Expertise, Fresh Ideas, and A Greater Sense of
Urgency”
ISS Recommends Shareholders Vote for All Five
of Third Point’s Nominees While Noting the Importance of “Including
A Direct Representative of a Significant Unaffiliated
Shareholder”
Glass Lewis Expresses Concern “That Campbell's
Boardroom Suffers Not from Having Too Many, But the Wrong, Cooks in
the Kitchen”
Third Point Believes the Respective Findings of
ISS and Glass Lewis Convey a Clear Message to Shareholders: the
Time Has Come to Refresh the Recipe in Campbell’s Boardroom
After Reviewing What ISS and Glass Lewis Have
to Say, We Encourage Fellow Shareholders to VOTE THE WHITE PROXY
CARD
Third Point LLC (LSE:TPOU) ("Third Point"), a New York-based
investment firm managing approximately $17 billion in assets, today
announced that Institutional Shareholder Services Inc. (“ISS”), a
leading proxy advisory firm, has recommended that shareholders of
Campbell Soup Company (NYSE:CPB) ("Campbell" or the "Company")
support the election of Third Point’s highly-qualified director
nominees to Campbell’s Board of Directors (“the Board”) at the
upcoming Annual Meeting of Shareholders (the “Annual Meeting”),
scheduled to be held on November 29 of this year. ISS recommended
shareholders vote for Nominees Sarah Hofstetter, Munib Islam,
Bozoma Saint John, Kurt Schmidt, and William Toler. Glass, Lewis
& Co. (“Glass Lewis”), another leading proxy advisory firm, has
also recommended that shareholders vote for a majority of the
Independent Short Slate. Third Point added:
“ISS and Glass Lewis sent a powerful message to Campbell
shareholders that the time has come for significant change to the
Company’s Board. Our nominees will bring the necessary expertise
and experience required to immediately begin collaborating with
their fellow Board members and implementing a new strategy to
refresh the recipe at Campbell. It should now be abundantly clear
to the Incumbent Board that Campbell will benefit significantly
from fresh, qualified and independent voices in the boardroom – a
view strongly endorsed by ISS and Glass Lewis, and expressed to us
by Shareholders throughout this proxy contest.”
Importantly, ISS also noted the following in its report:
- Campbell’s poor performance is due
primarily to Board and Management failures not industry headwinds, as the Company has
claimed: “Even when accounting for the headwinds in the packaged
food industry, Campbell has substantially trailed peers …
Campbell's underperforming TSR and weak fundamentals appear
directly linked to shortcomings in the company's acquisition
strategy, poor execution of mergers, and a lack of focus on the
company's core business.”
- The Board’s management of its previous
CEO was dysfunctional for many years not merely a sudden and surprising
conclusion to a successful tenure, as the Company has claimed in
this proxy contest: “Given that most of the value created over the
first four years of former CEO Morrison's tenure was squandered
over her final three years, it is difficult to interpret the
board’s delay in identifying major problems at the C-suite,
including its claim that the sudden deterioration in the company's
relationship with a major customer came as a surprise, as
anything other than lack of appropriate management
oversight.”
- A Third Point representative will
benefit shareholders on the Board not harm them, as the Company has
speciously claimed: “A robust dissident presence short of a
majority and including a direct representative of a significant
unaffiliated shareholder seems appropriate in this situation,
given the magnitude of the company's underperformance and the need
to counterbalance the founding family's substantial influence over
the company.”
Glass Lewis noted the following to Shareholders in its
report:
- Third Point has made a compelling case
for change at the Board level that is not consistent with a Board that puts
shareholders first, as the Company has claimed: “Glass Lewis is of
the opinion that Third Point has made a compelling case that
Campbell's stockholders have suffered from an extended period of
mismanagement and poor oversight by the current board.”
- The Boardroom needs change to turn the
Company around not more of the
same: “Investor support for these Third Point nominees would signal
a demand for boardroom accountability and we believe their
addition would help to restore investor confidence in the
Company and the board.”
- Campbell’s claims that the Company is
on a new course are not
sufficient to reverse many years of Board blunders. Change is
needed at a Board level: “We acknowledge Campbell's proactive board
refreshment, yet we remain concerned that Campbell's boardroom
suffers not from having too many, but the wrong, cooks in the
kitchen.”
We encourage all shareholders to review our Case for
Change to understand more about why Third Point’s nominees are
well-positioned to turn around Campbell. We urge all shareholders
to VOTE THE WHITE CARD to elect the entire Independent Short
Slate.
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, on October 9, 2018 filed Supplement
No. 2 thereto and on November 9, 2018 filed Supplement
No. 3 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.
Note: Permission to use quotations from ISS or
Glass-Lewis reports was neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20181115005543/en/
For Media:Third Point LLCElissa Doyle, 917-748-8533Chief
Marketing Officeredoyle@thirdpoint.com
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