CAMDEN, N.J.--(BUSINESS WIRE)--Campbell Soup Company (NYSE:CPB) announced today it has sent a letter from its Independent Chairman, Les C. Vinney, to its shareholders in connection with Campbell’s 2018 Annual Meeting of Shareholders, scheduled for Nov. 29, 2018.

In the letter, Mr. Vinney:

• Highlights the strength of Campbell’s go-forward strategy
• Outlines why Third Point’s slate of directors are not qualified to oversee Campbell
• Reminds shareholders that Third Point has failed to present any new ideas or any specific strategic plan for the Company
• Discusses the Board’s robust and thorough CEO search process
• Reinforces that a number of Campbell’s largest shareholders and descendants of John T. Dorrance are aligned and committed to the go-forward strategy

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 shareholders follows.

VOTE THE GOLD PROXY CARD TODAY

Dear Fellow Campbell Shareholders,

My name is Les C. Vinney and I am the independent Chairman of Campbell Soup Company. I am writing to you because our 2018 Annual Meeting of Shareholders is only a month away. At that meeting, you will be faced with a critical decision regarding the future of Campbell and your valued investment. Third Point, a New York-based hedge fund that bought Campbell stock less than five months ago, is attempting to seize control of Campbell’s entire Board with a slate of hand-picked and underqualified candidates. Third Point has failed to articulate a cogent plan to run the Company. In fact, it has not provided any new ideas to enhance shareholder value. Third Point’s talk of an “operational turnaround” and a “proper strategic review” is a charade. The truth is that Third Point is only interested in pursuing an immediate sale of Campbell.

Unlike Third Point, the Campbell Board of Directors is unified and committed to maximizing value for all Campbell shareholders. We are confident in the new strategic direction we detailed on August 30th and strongly believe that our plan to improve the focus and financial performance of the Company is the best path forward at this time. Additionally, your Board will continue to seriously consider other strategic options, including a sale of the Company—an alternative that we thoroughly evaluated during the strategy and portfolio review—if such options can be shown to demonstrably enhance shareholder value relative to our current plan.

To support Campbell, vote FOR the re-election of Campbell’s highly qualified and engaged slate of directors on the enclosedGOLD proxy card today. Vote only the GOLD proxy card—please discard any white proxy cards you receive from Third Point.

CAMPBELL’S GO-FORWARD PLAN IS THE RIGHT SET OF ACTIONS,
AT THIS TIME, TO MAXIMIZE VALUE

On August 30th, Campbell announced the significant actions the Company would take following our comprehensive, Board-led strategy and portfolio review aimed at turning around the business, improving operating and financial performance and returning Campbell to sustainable, profitable growth. As part of this review, the Board considered a full slate of strategic options to maximize shareholder value, including optimizing the portfolio, divesting businesses, splitting the Company and pursuing a sale. All options were on the table.

The Board determined that, at this time, the best path forward to maximize value is to focus the Company, pursue the divestiture of non-core businesses—using the proceeds to significantly pay down debt and strengthen our balance sheet—further reduce costs and increase our asset efficiency. In addition to these actions, we remain focused on retaining Campbell’s investment grade credit rating and maintaining our competitive dividend, which returned $426 million to shareholders in fiscal 2018 and over $1.2 billion to shareholders since fiscal 2016.

Our plan is the right one to improve performance and revitalize the Company. Our new management team is working with urgency to implement this strategic plan and drive sustainable, long-term shareholder value.

Furthermore, the current Campbell Board combines the right mix of financial, operational, and strategic expertise. Most importantly, all of your directors are committed to evaluating all potential future strategies to demonstrably enhance shareholder value.

THIRD POINT’S HAND-PICKED NOMINEES ARE UNDERQUALIFIED TO OVERSEE CAMPBELL; THIRD POINT HAS FAILED TO PRESENT A COGENT PLAN

Despite Campbell’s willingness and attempts to engage with Third Point prior to and immediately following our strategy and portfolio review, the hedge fund ignored our outreach and instead put forward a slate of director nominees to replace the entire Campbell Board of Directors. The Third Point slate is underqualified compared to the current Board, lacks public company operational experience, and has a single point agenda that is being driven by Third Point’s Founder and CEO Daniel Loeb—pursue an immediate sale of Campbell.

Third Point’s director candidates are nothing more than hand-picked agents selected to execute Dan Loeb’s self-serving scheme to deprive you of the opportunity to benefit from the Company's plans to maximize shareholder value. In fact:

THE CAMPBELL BOARD IS CONDUCTING A THOROUGH CEO SEARCH PROCESS

Prior to the release of our third-quarter results in May 2018, your Board initiated a dialogue with Denise Morrison, the then-President and Chief Executive Officer, expressing its dissatisfaction with the performance and execution of the business. After further discussion with the Board, Ms. Morrison agreed that she would retire effective May 18, 2018—the same day as our third-quarter earnings report. At the same time, we announced we would undertake a comprehensive strategic review and named Keith McLoughlin, an experienced business leader and highly qualified member of your Board, as Interim President and Chief Executive Officer to facilitate an orderly transition in management.

Given the significant management changes that occurred at Campbell over the last year along with a recognition of the need for a new strategic direction at Campbell, the Board believed that the best course of action was to install a highly qualified interim CEO and launch a comprehensive search for a permanent CEO.

Over the past several months, the Board, with the support of leading candidate assessment and executive search firms, has been meeting with qualified candidates who possess a track record of proven results and achievement. Despite Third Point’s false claims to the contrary, the Board is confident that it will attract and appoint a world-class CEO by the end of the calendar year. In fact, a number of highly qualified candidates have expressed strong interest in the CEO opportunity.

We have not let Third Point’s proxy contest distract us. We are focused on maintaining our thoughtful approach to ensure that our choice for CEO is the best long-term fit for Campbell and our shareholders.

FOUR OF OUR LARGEST SHAREHOLDERS SUPPORT THE BOARD ON THE GOLD CARD

Four of Campbell’s largest shareholders: Bennett Dorrance, Mary Alice Dorrance Malone, Archbold van Beuren and Charlotte Weber—three of whom sit on your Board and all descendants of Dr. John T. Dorrance, the inventor of Campbell’s condensed soup—each separately notified me of their support for the current Campbell Board, on behalf of themselves and certain family members. As a result, these shareholders intend to cast their votes—representing approximately 41 percent of the shares outstanding—on the GOLD proxy card in support of the current Board at the upcoming Annual Meeting of Shareholders.

Instead of respecting their views as long-term, significant shareholders, Third Point launched baseless attacks against Campbell Directors Bennett Dorrance, Mary Alice Dorrance Malone, and Archbold van Beuren—claiming that they have “long enriched themselves at the expense of shareholders and the Company.” In reality, no individuals have more at stake here than these three, as a meaningful portion of their net worth is comprised of Campbell shares. As long-term shareholders, they are subject to the same fluctuations in our share price as all other shareholders. They do not enjoy any preferential dividends or voting rights. Their interests are fully aligned with those of all shareholders—to maximize long-term, sustainable value. To suggest anything else is simply false.

YOUR VOTE IS EXTREMELY IMPORTANT – VOTE THE GOLD PROXY CARD TODAY

Your Board is and will continue to be active and engaged. It is working to implement the plan to make Campbell a stronger company. The Board has taken swift action—making significant management changes, launching a comprehensive strategy and portfolio review, and announcing a new comprehensive path forward. We remain open and willing to consider any alternative options for the Company if such options can demonstrably enhance shareholder value beyond what has already been announced.

On behalf of your Board of Directors, thank you for your continued support.

Sincerely,

Les C. Vinney

Chairman of the Board