Campbell Issues Letter to Shareholders on Its Commitment to Board Refreshment

11/12/18

CAMDEN, N.J.--(BUSINESS WIRE)--Campbell Soup Company (NYSE: CPB) today issued a letter from its interim President and CEO, Keith McLoughlin, to its shareholders in connection with its 2018 Annual Meeting of Shareholders, scheduled for Nov. 29, 2018.

In the letter, McLoughlin reiterates Campbell’s openness and willingness to consider Board refreshment.

Campbell strongly recommends that shareholders vote to support the current Campbell Board of Directors with a vote on the GOLD proxy card.

The full text of Campbell’s letter to its shareholders follows.

VOTE THE GOLD PROXY CARD TODAY

Dear Campbell Shareholders:

During recent conversations with our shareholders, it has become increasingly clear that there is some confusion about Campbell’s actions and openness to continuing to refresh our Board of Directors. Rather than have others characterize what we have done, or are prepared to do, we want to take the opportunity to tell you directly.

Over the last several years, the Campbell Board has changed significantly. To put it in perspective, in 2011 there were 16 directors on the Campbell Board. Since that time, nine of those directors have left the Board, and we have added five new and highly-qualified directors, while also reducing the size of the Board to 12.

Two years ago, we retained the well-respected executive search firm Russell Reynolds Associates to undertake an “evergreen” director search process so that at any given time we would have a list of qualified potential candidates to serve on the Campbell Board. We currently have a list of about a dozen candidates who we are considering for any upcoming vacancies, including vacancies due to three planned retirements occurring over the next three years. Our focus when selecting new directors will continue to be choosing individuals with proven track records of operating and turning around businesses, particularly in our industry.

You should know that we have had proactive conversations with Third Point over the last few weeks—including yesterday and today regarding our ongoing director refreshment process—and we have asked Third Point for their input. We proposed adding two individuals to our Board after our annual meeting, including Kurt Schmidt and Sarah Hofstetter from the Third Point slate. From the beginning, we have told Third Point that our director selection criteria are simple: We can only consider adding individuals who are truly open to all strategic alternatives and who are free from employment conflicts that would impair that openness or limit the ability to maintain Board confidentiality, which would exclude Third Point employees.

Third Point rejected this proposal. Instead, they have decided to continue this wasteful and distracting proxy fight.

Nonetheless, we believe it is important for all of our shareholders to know that we are offering to add two new independent directors, Mr. Schmidt and Ms. Hofstetter, from the Third Point slate, as we continue to refresh our Board. We have solicited and will continue to welcome shareholder input into our director selection process—either from Third Point or from any other shareholder.

The Campbell Board will continue to be open to any change that will drive long-term shareholder value, and we welcome input from all of our shareholders with respect to that process.

Thank you for your continued support.

Kindest regards,

Keith McLoughlin

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