Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2022 Annual Meeting of Shareholders of
A summary of the material terms and conditions of the 2022 Plan and awards
thereunder is included in Campbell's definitive proxy statement filed with the
Item 5.07 - Submission of Matters to a Vote of Security Holders
The final results of voting with respect to each item voted on at the 2022 Annual Meeting are set forth below.
Management Proposals:
1. Election of Directors
The nominees for election to the Board 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 254,271,778 1,178,772 257,746 14,741,011 Howard M. Averill 252,726,256 2,550,805 431,235 14,741,011 John P. (JP) Bilbrey 252,765,731 2,665,294 277,271 14,741,011 Mark A. Clouse 254,649,509 782,012 276,775 14,741,011 Bennett Dorrance, Jr. 253,915,843 755,316 1,037,137 14,741,011 Maria Teresa (Tessa) Hilado 254,318,089 1,146,905 243,302 14,741,011 Grant H. Hill 253,486,483 1,783,892 437,921 14,741,011 Sarah Hofstetter 253,169,004 2,141,330 397,962 14,741,011 Marc B. Lautenbach 254,437,941 837,387 432,968 14,741,011 Mary Alice D. Malone 250,126,185 5,172,134 405,949 14,741,011 Keith R. McLoughlin 254,383,854 1,045,129 279,313 14,741,011 Kurt T. Schmidt 253,550,111 1,875,123 283,062 14,741,011 Archbold D. van Beuren 248,042,784 7,379,643 281,841 14,741,011
2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2023
The proposal to ratify the appointment of
For Against Abstain 258,498,049 11,672,987 278,271
3. Advisory Vote on Fiscal 2022 Executive Compensation
The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2022 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 243,074,153 12,178,532 455,611 14,741,011
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4. Approval of the
The proposal to approve the
For Against Abstain Broker Non-Votes 249,849,970 5,501,707 356,370 17,741,011 Shareholder Proposals:
5. Supply Chain Practices Report
A non-binding shareholder proposal requesting that the Company disclose an analysis of the practices in its supply chain that violate its Responsible Sourcing Supplier Code and/or Supply Base Requirements and Expectations Manual. 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 19,847,711 234,249,278 1,607,023 14,741,011
6. 401(k) Retirement Fund Investment Report A non-binding shareholder proposal requesting that the Board provide a report assessing how the Company's 401(k) retirement funds manage the growing systemic risk to the economy created by investing retirement plan funds in companies contributing significantly to climate change. 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
21,321,005 221,216,776 13,169,507 14,741,011
Item 9.01 - Financial Statements and Exhibits (d) Exhibits 10.1*Campbell Soup Company 2022 Long-Term Incentive Plan, incorporated by reference to Appendix B to the Campbell's Proxy Statement filedOctober 18, 2022 (Commission File No. 001-03822) . 10.2* Form of 2022 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement. 10.3* Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Earnings Per Share) . 10.4* Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Total Shareholder Return). 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL.
*This exhibit is a management contract or compensatory plan or arrangement.
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