World News: 15:00 GMT Friday 9th November 2018. [Third Point LLC via Businesswire via SPi World News]
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.
Chairman of the Board of Directors
Campbell Soup Company
1 Campbell Place
Camden, 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:
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.
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.
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.
Business Wire: 15:00 GMT Friday 9th November 2018
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