CAMPBELL SOUP COMPANY (NYSE:CPB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 – Entry into a Material Definitive Agreement
On November 26, 2018, Campbell Soup Company (the “Company”) entered into a Support Agreement (the “Support Agreement”) with Third Point LLC, Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Enhanced L.P., Third Point Advisors LLC, Third Point Advisors II LLC (collectively, “Third Point”), and the Revocable Trust of George Strawbridge, Jr., dated January 21, 1991 (solely for purposes of specified sections).
to the terms of the Support Agreement, the Company will increase the size of the Company’s board of directors (the “Board”) by two directors to 14 directors, effective by the close of business on November 29, 2018 and appoint each of Sarah Hofstetter and Kurt Schmidt (collectively, the “Designees”) to serve as directors of the Company, effective by the close of business on November 29, 2018. In addition, under the Support Agreement, the Company agreed to add a third director by the meeting of the Board to be held in May 2019 and will consult with Third Point with respect to the appointment of such additional director.
Mr. Schmidt will be offered the opportunity to become a member of the Governance Committee of the Board and, if applicable, any other committee of the Board that is charged with overseeing the process for the selection of the next Chief Executive Officer of the Company. Mr. Schmidt and Ms. Hofstetter will also be offered the opportunity to become members of such other committees selected by the Board but each will become a member of at least one committee of the Board.
to the Support Agreement, Third Point also will have certain replacement rights in the event the Designees are unable to serve as directors. Third Point will be invited to present its views at two meetings of the Board and two meetings with Campbell’s Chief Executive Officer over the next twelve months. The Company also agreed to consult in good faith with Third Point with respect to the selection of the next Chief Executive Officer of the Company. Third Point has agreed, among other things, to withdraw its slate of director nominees and support the Company’s slate of directors at the Company’s 2018 Annual Meeting of Shareholders, dismiss its litigation against the Company and withdraw its books and records request.
The Support Agreement also includes, among other provisions, certain standstill and voting commitments by Third Point. The description of the Support Agreement contained herein is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
to the Support Agreement, effective by the close of business on November 29, 2018, the Board shall appoint each of Sarah Hofstetter and Kurt Schmidt to serve as directors of the Company until the later of (1) the conclusion of the Company’s 2019 Annual Meeting of Shareholders and (2) the date that their successors are duly elected and qualified.
Mr. Schmidt will be offered the opportunity to become a member of the Governance Committee of the Board and, if applicable, any other committee of the Board that is charged with overseeing the process for the selection of the next Chief Executive Officer of the Company. Mr. Schmidt and Ms. Hofstetter will also be offered the opportunity to become members of such other committees selected by the Board but each will become a member of at least one committee of the Board.
The description of the Support Agreement contained herein is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.
Item 8.01. Other Events
On November 26, 2018, the Company and Third Point issued a joint press release announcing the entry into the Support Agreement and the addition of the two new directors to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits
| 10.1 |
Support Agreement, dated November 26, 2018, by and among Campbell Soup Company and Third Point LLC, Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Enhanced L.P., Third Point Advisors LLC, Third Point Advisors II LLC and the Revocable Trust of George Strawbridge, Jr., dated January 21, 1991.
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CAMPBELL SOUP CO ExhibitEX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement,…To view the full exhibit click here
About CAMPBELL SOUP COMPANY (NYSE:CPB)
Campbell Soup Company is a food company, which manufactures and markets food products. The Company’s segments include Americas Simple Meals and Beverages; Global Biscuits and Snacks, and Campbell Fresh. The Americas Simple Meals and Beverages segment includes the retail and food service channel businesses. The segment includes the products, such as Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Prego pasta sauces; Pace Mexican sauces; Campbell’s gravies, pasta, beans and dinner sauces; Plum food and snacks; V8 juices and beverages, and Campbell’s tomato juice. The Global Biscuits and Snacks segment includes Pepperidge Farm cookies, crackers, bakery and frozen products; Arnott’s biscuits, and Kelsen cookies. The Campbell Fresh segment includes Bolthouse Farms fresh carrots, carrot ingredients, refrigerated beverages and refrigerated salad dressings; Garden Fresh Gourmet salsa, hummus, dips and tortilla chips, and the United States refrigerated soup business.
