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):
November 19, 2014
| New Jersey | Commission File Number | 21-0419870 | ||
| State of Incorporation | 1-3822 | 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))
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 19, 2014, the Board of Directors of Campbell Soup Company (“Campbell”) approved an amendment to Article II, Section 1 of Campbell’s By-Laws, effective November 19, 2014, to change the size of the Board from 16 to 14 directors. A copy of the By-Laws, as amended, is filed as Exhibit 3 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Campbell held its Annual Meeting of Shareholders on November 19, 2014. The final results of voting with respect to each matter are set forth below.
| 1. | Election of Directors |
| DIRECTOR |
FOR |
WITHHELD |
BROKER | |||
| Paul R. Charron |
264,158,476 | 912,100 | 25,054,778 | |||
| Bennett Dorrance |
262,573,501 | 2,494,819 | 25,054,778 | |||
| Lawrence C. Karlson |
264,321,627 | 746,693 | 25,054,778 | |||
| Randall W. Larrimore |
263,583,968 | 1,485,869 | 25,054,778 | |||
| Marc B. Lautenbach |
264,344,118 | 726,458 | 25,054,778 | |||
| Mary Alice D. Malone |
262,733,327 | 2,337,248 | 25,054,778 | |||
| Sara Mathew |
263,692,550 | 1,378,026 | 25,054,778 | |||
| Denise M. Morrison |
264,168,795 | 902,437 | 25,054,778 | |||
| Charles R. Perrin |
262,183,654 | 2,887,578 | 25,054,778 | |||
| A. Barry Rand |
263,615,008 | 1,456,224 | 25,054,778 | |||
| Nick Shreiber |
264,430,927 | 640,304 | 25,054,778 | |||
| Tracey T. Travis |
264,415,148 | 656,083 | 25,054,778 | |||
| Archbold D. van Beuren |
264,034,744 | 1,036,488 | 25,054,778 | |||
| Les C. Vinney |
263,757,101 | 1,314,131 | 25,054,778 | |||
| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2015 |
| For |
Against |
Abstain | ||
| 288,796,361 |
1,014,236 | 324,456 |
There were no broker non-votes for this proposal.
| 3. | Advisory Vote on Executive Compensation |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 259,359,487 |
3,519,918 | 2,198,202 | 25,054,778 |
| 4. | Re-Approval of Campbell Soup Company Annual Incentive Plan |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 261,772,426 |
2,548,117 | 759,731 | 25,054,778 |
2
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits |
| 3 | By-Laws of the Registrant, effective November 19, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAMPBELL SOUP COMPANY |
| (Registrant) |
Date: November 21, 2014
| By: | /s/ Tara L. Smith | |
| Tara L. Smith | ||
| Associate Corporate Secretary |
3
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3 | By-Laws of the Registrant, effective November 19, 2014. | |