Jim Walsh Cherry Hill Courier-Post
Published 3:46 PM EST Nov 26, 2018
CAMDEN – An activist shareholder has ended a board fight with Campbell Soup Co. after winning significant concessions from the financially ailing food firm.
In return for a “12-month standstill,” Campbell will give at least two board seats and a voice in its operations to representatives of Third Point LLC, a Manhattan-based investment bank, the companies said Monday.
Campbell said it will expand its board from 12 to 14 members after the firm’s annual meeting Thursday — and the new seats will go to independent directors backed by Third Point.
Campbell also will consult with Third Point before adding a third director by May 2019, the companies said in a statement.
In addition, Third Point “will provide input” into Campbell’s ongoing search for a new chief executive officer, the statement said.
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It said Third Point will “present its views” at meetings with Campbell’s board and with the future CEO, who is to be chosen by the expanded board.
Those meetings — two each with the board and the CEO — will take place over the next year, the statement said.
Campbell has lacked a permanent top executive since former CEO Denise Morrison left abruptly in May. Her departure came the same day Campbell announced a $475 million quarterly loss.
Campbell announced a turnaround plan in September, saying it would focus on snacks, soups and other core brands. The firm plans to sell its international operations and a money-losing fresh foods division in order to pay down more than $6 billion in debt.
But Third Point has attacked Campbell for “serious blunders” and has said it would consider splitting the firm into two companies — one for snacks, the other for simple meals.
In a letter to Campbell shareholders last month, Third Point also said a new board would engage with potential buyers “for all or part of the company.”
Both companies offered positive comments in announcing Monday’s agreement.
“Third Point looks forward to working collaboratively with Campbell,” said Daniel S. Loeb, the investment firm’s CEO.
“We are confident that Campbell will find a world-class CEO who is given the necessary support to execute on the strategy to strengthen the company,” he said.
Keith McLoughlin, Campbell’s interim president and CEO, said the agreement “is in the best interest of Campbell shareholders.”
Third Point, which holds about 7 percent of Campbell’s stock, said it is dropping its challenge to Campbell’s incumbent directors.
The investment firm, which owns about 7 percent of Campbell’s stock, initially sought to replace the company’s entire board through letters, videos and a social media campaign.
It then presented a five-person slate that threatened seats held by Chairman Les Vinney and two long-serving directors descended from company founder John T. Dorrance.
Members of the Dorrance family control about 41 percent of Campbell’s stock.
Two of Third Point’s candidates, Kurt Schmidt and Sarah Hofstetter, will be joining Campbell’s board after the annual meeting.
Schmidt is the retired CEO of Blue Buffalo Co., a pet food producer.
Hofstetter is president of Comscore, an information and analytics company that measures consumer audiences and advertising.
Jim Walsh: @jimwalsh_cp; 856-486-2646; [email protected]
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