UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
November 15, 2017
CAMPBELL SOUP COMPANY
New Jersey | 1-3822 | 21-0419870 | ||
State of Incorporation | Commission File Number | I.R.S. Employer Identification No. | ||
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 – Submission of Matters to a Vote of Security Holders
Campbell Soup Company ("Campbell") held its Annual Meeting of Shareholders on November 15, 2017. The final results of voting with respect to each matter of business are set forth below.
1. Election of Directors
The nominees for election to the Board of Directors were elected, each until the next Annual Meeting of Shareholders or their earlier resignation or retirement. For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:
Director | For | Against | Abstain | Broker Non-Votes | ||||
Fabiola R. Arredondo | 237,836,004 | 726,136 | 318,507 | 21,249,843 | ||||
Howard M. Averill | 237,745,002 | 808,451 | 327,194 | 21,249,843 | ||||
Bennett Dorrance | 235,091,643 | 3,485,605 | 303,399 | 21,249,843 | ||||
Randall W. Larrimore | 234,933,664 | 3,623,929 | 323,054 | 21,249,843 | ||||
Marc B. Lautenbach | 237,767,861 | 778,318 | 334,468 | 21,249,843 | ||||
Mary Alice D. Malone | 236,862,541 | 1,711,169 | 306,937 | 21,249,843 | ||||
Sara Mathew | 233,509,288 | 5,076,864 | 294,495 | 21,249,843 | ||||
Keith R. McLoughlin | 237,823,517 | 767,394 | 289,736 | 21,249,843 | ||||
Denise M. Morrison | 237,638,079 | 945,925 | 296,643 | 21,249,843 | ||||
Nick Shreiber | 237,655,684 | 912,964 | 311,999 | 21,249,843 | ||||
Archbold D. van Beuren | 237,162,937 | 1,442,189 | 275,521 | 21,249,843 | ||||
Les C. Vinney | 237,083,962 | 1,512,080 | 284,605 | 21,249,843 | ||||
2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2018
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2018 was approved. The votes cast for and against this proposal, as well as the abstentions were as follows:
For | Against | Abstain | ||
257,420,011 | 2,327,332 | 383,147 | ||
There were no broker non-votes for this proposal.
3. Advisory Vote on Fiscal 2017 Executive Compensation
The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2017 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
For | Against | Abstain | Broker Non-Votes | |||
229,408,620 | 8,845,022 | 627,005 | 21,249,843 | |||
4. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
A majority of the shareholders voted for "One Year" for the advisory vote on the frequency of future advisory votes on executive compensation. The votes cast for one year, two years and three years, as well as the abstentions and broker non-votes, were as follows:
One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
225,474,156 | 569,700 | 12,175,286 | 661,505 | 21,249,843 | ||||
After considering these results, and consistent with its own recommendation, the Board of Directors of Campbell has determined to provide Campbell's shareholders with an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAMPBELL SOUP COMPANY | |||
(Registrant) | |||
Date: November 17, 2017 | By: | /s/ Charles A. Brawley, III | |
Charles A. Brawley, III | |||
Vice President, Corporate Secretary and Associate General Counsel | |||