Third Point Announces That ISS and Glass Lewis Strongly Recommend That Shareholders Vote for Independent Short Slate Nominees to Refresh the Recipe at Campbell

November 15, 2018

NEW YORK--(BUSINESS WIRE)--Nov 15, 2018--Third Point LLC (LSE:TPOU) (“Third Point”), a New York-based investment firm managing approximately $17 billion in assets, today announced that Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has recommended that shareholders of Campbell Soup Company (NYSE:CPB) (“Campbell” or the “Company”) support the election of Third Point’s highly-qualified director nominees to Campbell’s Board of Directors (“the Board”) at the upcoming Annual Meeting of Shareholders (the “Annual Meeting”), scheduled to be held on November 29 of this year. ISS recommended shareholders vote for Nominees Sarah Hofstetter, Munib Islam, Bozoma Saint John, Kurt Schmidt, and William Toler. Glass, Lewis & Co. (“Glass Lewis”), another leading proxy advisory firm, has also recommended that shareholders vote for a majority of the Independent Short Slate. Third Point added:

“ISS and Glass Lewis sent a powerful message to Campbell shareholders that the time has come for significant change to the Company’s Board. Our nominees will bring the necessary expertise and experience required to immediately begin collaborating with their fellow Board members and implementing a new strategy to refresh the recipe at Campbell. It should now be abundantly clear to the Incumbent Board that Campbell will benefit significantly from fresh, qualified and independent voices in the boardroom – a view strongly endorsed by ISS and Glass Lewis, and expressed to us by Shareholders throughout this proxy contest.”

Importantly, ISS also noted the following in its report:

Campbell’s poor performance is due primarily to Board and Management failures not industry headwinds, as the Company has claimed: “Even when accounting for the headwinds in the packaged food industry, Campbell has substantially trailed peers … Campbell’s underperforming TSR and weak fundamentals appear directly linked to shortcomings in the company’s acquisition strategy, poor execution of mergers, and a lack of focus on the company’s core business.” The Board’s management of its previous CEO was dysfunctional for many years not merely a sudden and surprising conclusion to a successful tenure, as the Company has claimed in this proxy contest: “Given that most of the value created over the first four years of former CEO Morrison’s tenure was squandered over her final three years, it is difficult to interpret the board’s delay in identifying major problems at the C-suite, including its claim that the sudden deterioration in the company’s relationship with a major customer came as a surprise, as anything other than lack of appropriate management oversight.” A Third Point representative will benefit shareholders on the Board not harm them, as the Company has speciously claimed: “A robust dissident presence short of a majority and including a direct representative of a significant unaffiliated shareholder seems appropriate in this situation, given the magnitude of the company’s underperformance and the need to counterbalance the founding family’s substantial influence over the company.”

Glass Lewis noted the following to Shareholders in its report:

Third Point has made a compelling case for change at the Board level that is not consistent with a Board that puts shareholders first, as the Company has claimed: “Glass Lewis is of the opinion that Third Point has made a compelling case that Campbell’s stockholders have suffered from an extended period of mismanagement and poor oversight by the current board. ” The Boardroom needs change to turn the Company around not more of the same: “Investor support for these Third Point nominees would signal a demand for boardroom accountability and we believe their addition would help to restore investor confidence in the Company and the board.” Campbell’s claims that the Company is on a new course are not sufficient to reverse many years of Board blunders. Change is needed at a Board level: “We acknowledge Campbell’s proactive board refreshment, yet we remain concerned that Campbell’s boardroom suffers not from having too many, but the wrong, cooks in the kitchen.”

We encourage all shareholders to review our Case for Change  to understand more about why Third Point’s nominees are well-positioned to turn around Campbell. We urge all shareholders to  VOTE THE WHITE CARD to elect the entire Independent Short Slate.

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, on October 9, 2018 filed Supplement No. 2 thereto and on November 9, 2018 filed Supplement No. 3 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.

Note: Permission to use quotations from ISS or Glass-Lewis reports was neither sought nor obtained.

View source version on businesswire.com:https://www.businesswire.com/news/home/20181115005543/en/

CONTACT: For Media:

Third Point LLC

Elissa Doyle, 917-748-8533

Chief Marketing Officer




SOURCE: Third Point LLC

Copyright Business Wire 2018.

PUB: 11/15/2018 09:01 AM/DISC: 11/15/2018 09:00 AM


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