CAMDEN, N.J. — The Campbell Soup Co. and shareholder Third Point have reached an agreement in which Campbell Soup will increase the size of its board of directors to 14 from 12 by adding two independent directors from Third Point’s proposed slate of directors, Camden-based Campbell Soup said Nov. 26.
Third Point, which owns about 6% of Campbell Soup’s stock on the New York Stock Exchange, had proposed to replace all 12 of the current directors with a new slate at the Nov. 29 annual meeting. Because of the agreement reached three days before the meeting, Sarah Hofstetter, president of global information and analytics company Comscore, and Kurt Schmidt, former director and chief executive officer of pet food company Blue Buffalo Co. Ltd., are set to join Campbell Soup’s board.
New York-based Third Point under the agreement also will provide input into Campbell Soup’s c.e.o. search. Denise M. Morrison retired from that position in May. Third Point will be allowed to present its views at two meetings of the board and two meetings with Campbell Soup’s c.e.o. within the next 12 months.
Third Point has agreed to a 12-month standstill and certain support commitments. Third Point will dismiss its litigation against Campbell Soup and withdraw its books and records request. Campbell Soup and Third Point agreed that Campbell Soup will add a third new director by the time the board meets in May.
“We are pleased to have reached an agreement with Third Point that is in the best interests of Campbell shareholders, and we look forward to welcoming both Sarah and Kurt to our board of directors,” said Keith McLoughlin, interim president and c.e.o. of Campbell Soup. “We will continue to maintain an active and productive dialogue with all of our shareholders, including Third Point, as we execute our strategic plan and build a stronger and more focused company that creates long-term value for shareholders.”
Daniel S. Loeb, c.e.o. of Third Point, said, “Third Point looks forward to working collaboratively with Campbell to improve value for all shareholders at this important time for the company. We are confident that Campbell will find a world-class c.e.o. who is given the necessary support to execute on the strategy to strengthen the company and that Sarah and Kurt will provide valuable perspectives to the Campbell board.”