Form 8-K CAMPBELL SOUP CO For: May 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
May 17, 2018
CAMPBELL SOUP COMPANY
New Jersey | 1-3822 | 21-0419870 | ||
State of Incorporation | Commission File Number | I.R.S. Employer Identification No. | ||
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On May 17, 2018, Denise M. Morrison chose to retire as President and Chief Executive Officer of Campbell Soup Company (the “Company”) and as a member of the Company’s Board of Directors (the “Board”), effective May 18, 2018.
(c) On May 17, 2018, Keith R. McLoughlin, 61, a current member of the Board, was elected as the Company’s Interim President and Chief Executive Officer, effective May 18, 2018. It is anticipated that Mr. McLoughlin will serve in such position until the election by the Board of a permanent president and chief executive officer. Biographical and other information required by this Item concerning Mr. McLoughlin is included in the Company’s proxy statement for the 2017 Annual Meeting of Shareholders, filed with the SEC on October 6, 2017.
In connection with his service as Interim President and Chief Executive Officer, the Board and Mr. McLoughlin have agreed to the following compensation arrangements: (i) base salary of $1,100,000 per year (with pro ration); (ii) target annual bonus up to 200% of base salary, payable at the discretion of the Board and subject to achievement of individual goals and objectives; and (iii) a grant of restricted stock units with an aggregate grant date value of $3,000,000, which will vest in full upon the earlier of 12 months or when a successor president and chief executive officer is appointed. In addition, the Company will cover the cost of an apartment lease and permit reasonable use of leased aircraft for business and personal commuting purposes during his tenure as Interim President and Chief Executive Officer. Mr. McLoughlin will not receive any compensation as a director during his tenure as Interim President and Chief Executive Officer.
(e) On May 17, 2018, Ms. Morrison and the Company entered into a retirement agreement (the “Retirement Agreement”) in connection with Ms. Morrison’s retirement from her positions with the Company. Pursuant to the Retirement Agreement, Ms. Morrison will receive, in addition to any accrued but unpaid benefits or obligations: (i) two years continued payment of base salary; (ii) two years of continued insurance benefits (life and medical) at active employee rates, or until Ms. Morrison is eligible for coverage from another employer; and (iii) reimbursement for up to $30,000 of certain legal fees. Ms. Morrison will be eligible to receive her annual incentive bonus, without pro-ration, for fiscal year 2018 under the Company’s Annual Incentive Plan (the “AIP Plan”), in an amount based solely on the Company’s performance under the AIP Plan. Ms. Morrison’s outstanding equity awards will be treated in accordance with their terms. The Retirement Agreement contains customary confidentiality, non-competition, non-solicitation and non-disparagement provisions as well as a release by Ms. Morrison of certain employment claims against the Company.
The foregoing description of the terms of the Retirement Agreement is qualified in its entirety by reference to the Retirement Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10−K for the fiscal year ending July 29, 2018.
A copy of the press release announcing Ms. Morrison’s departure and Mr. McLoughlin’s appointment is attached hereto as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits
(d) | Exhibits |
99.1 Press Release dated May 18, 2018.
EXHIBIT INDEX
Exhibit No. | ||
99.1 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAMPBELL SOUP COMPANY | |||
(Registrant) | |||
Date: May 18, 2018 | By: | /s/ Charles A. Brawley, III | |
Charles A. Brawley, III | |||
Vice President, Corporate Secretary and Associate General Counsel | |||
Exhibit 99.1
FOR IMMEDIATE RELEASE
INVESTOR CONTACT: | MEDIA CONTACT: | ||
Ken Gosnell | Thomas Hushen | ||
(856) 342-6081 | (856) 342-5227 | ||
CAMPBELL SOUP COMPANY ANNOUNCES CEO TRANSITION PLAN
CAMDEN, N.J., May 18, 2018—Campbell Soup Company (NYSE: CPB) today announced that Denise M. Morrison, President and Chief Executive Officer (CEO) and a Director, has chosen to retire effective today. Keith R. McLoughlin, 61, a Campbell Board member since 2016, has been named interim CEO and will also remain a member of the Board to facilitate an orderly transition in management while recently elevated Chief Operating Officer Luca Mignini focuses on the integration of newly acquired Snyder’s-Lance and Pacific Foods and stabilizing the company’s U.S. soup business.
Les C. Vinney, Chairman of the Board, said, “Denise has been a passionate advocate and leader over her 15 years with the company. She has made many important contributions over the past seven years as Chief Executive Officer to reposition Campbell in the rapidly changing food industry. Denise has been able to significantly transform Campbell’s portfolio into the faster-growing snacking category with the acquisition of Snyder’s-Lance and increased the company’s focus on health and well-being with brands like Pacific Foods. Her actions have helped to enhance the long-term growth potential of Campbell. On behalf of the Board, I want to thank Denise for her dedicated service and wish her the best.”
Denise Morrison said, “I am proud of Campbell’s accomplishments and how we have transformed our portfolio amid changing consumer tastes for food and health and well-being. It has been an honor to lead this iconic company and exceptional team, and I am confident that Campbell will enjoy continued success for many years to come.”
Vinney continued, “We are fortunate to have on our Board a talented and experienced business leader in Keith who is prepared to step into the CEO position on an interim basis. Keith is deeply familiar with our strategy, our team and our brands, and we are confident in his ability to lead the company during this transitional period.”
McLoughlin said, “Having been a Director and observing the company over an extended period of time, I know where Campbell has been and where it’s headed, and am excited to lead the company as we continue to work to increase value for all our stakeholders. I am eager to begin working with our talented team as we strive to accelerate our growth strategy, improve our execution and deliver shareholder value.”
About Keith R. McLoughlin
Keith R. McLoughlin was President and Chief Executive Officer of Electrolux AB, a global manufacturer of major household appliances, from 2011 until February 2016. McLoughlin joined Electrolux AB in 2003 as head of Major Appliances North America and Executive Vice President of Electrolux AB. Between 2004 and 2007, he also served as head of Major Appliances Latin America. From 2009 until 2011, he served as Chief Operations Officer and Executive Vice President, Electrolux AB. He was appointed President and Chief Executive Officer of Electrolux AB in 2011, a position he held until his retirement in January 2016.
Before joining Electrolux AB, McLoughlin spent 22 years in senior leadership roles at E. I. du Pont de Nemours and Company, leading several consumer brand businesses including DuPont Corian®, DuPont Stainmaster® carpet and DuPont Tyvek®.
McLoughlin graduated from the United States Military Academy at West Point with a Bachelor of Science in engineering. He is a member of the Board of Directors at Briggs & Stratton Corporation. He has served as an independent director on Campbell’s Board of Directors since 2016.
About Campbell Soup Company
Campbell (NYSE: CPB) is driven and inspired by our Purpose, “Real food that matters for life’s moments.” We make a range of high-quality soups and simple meals, beverages, snacks and packaged fresh foods. For generations, people have trusted Campbell to provide authentic, flavorful and readily available foods and beverages that connect them to each other, to warm memories and to what’s important today. Led by our iconic Campbell’s brand, our portfolio includes Pepperidge Farm, Bolthouse Farms, Arnott’s, V8, Swanson, Pace, Prego, Plum, Royal Dansk, Kjeldsens, Garden Fresh Gourmet, Pacific Foods, Snyder’s of Hanover, Lance, Kettle Brand, KETTLE Chips, Cape Cod, Snack Factory Pretzel Crisps, Pop Secret, Emerald, Late July and other brand names. Founded in 1869, Campbell has a heritage of giving back and acting as a good steward of the planet’s natural resources. The company is a member of the Standard & Poor’s 500 and the Dow Jones Sustainability Indexes. For more information, visit www.campbellsoupcompany.com or follow company news on Twitter via @CampbellSoupCo. To learn more about how we make our food and the choices behind the ingredients we use, visit www.whatsinmyfood.com.
Forward-Looking Statements
This release contains “forward-looking statements” that reflect the company’s current expectations about the impact of its future plans and performance on the company’s business or financial results. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and which are subject to risks and uncertainties. The factors that could cause the company’s actual results to vary materially from those anticipated or expressed in any forward-looking statement include the organizational developments discussed in this press release as well as other factors described in the company’s most recent Form 10-K and subsequent Securities and Exchange Commission filings. The company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.