<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CAMPBELL SOUP COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[CAMPBELL SOUP COMPANY LOGO]
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
609-342-4800
October 6, 1995
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
THURSDAY, NOVEMBER 16, 1995
10:30 A.M., EASTERN TIME
NEW VENUE BLOCKBUSTER-SONY ENTERTAINMENT CENTRE
AT THE WATERFRONT (E-CENTRE)
1 HARBOUR BOULEVARD
CAMDEN, NEW JERSEY
Fellow Shareowner:
I'm pleased to extend to you a cordial invitation to attend the 1995 Annual
Meeting of Campbell Shareowners at a new location in the Company's hometown of
Camden, to:
1. Elect directors.
2. Approve changes to the compensation of independent directors to:
a) eliminate pensions and medical benefits; and
b) sharply increase the at-risk portion of director compensation and
align that compensation more tightly with total return to
shareowners, utilizing shares of stock and stock options.
3. Ratify the appointment of auditors.
4. Act upon a shareowner proposal regarding stock options.
5. Act upon a shareowner proposal regarding term limits for directors.
6. Transact any other business properly brought before the meeting.
Shareowners of record at the close of business on September 18, 1995, will
be entitled to vote at the meeting. PLEASE MARK THE APPROPRIATE BOX ON THE PROXY
CARD IF YOU PLAN TO ATTEND THE MEETING; an admission card will then be mailed to
you.
Your vote is important. Whether you plan to attend or not, I urge you to
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in order
that as many shares as possible will be represented at the meeting. If you
attend the meeting and prefer to vote in person, you will have that privilege.
I look forward to seeing you at the meeting.
Sincerely yours,
/s/ DAVID W. JOHNSON
----------------------
DAVID W. JOHNSON
Chairman, President and Chief Executive Officer
NOTE: Again this year there will be a Shareowners' Help Desk in the lobby
of the E-Centre to answer your questions and provide information regarding share
transfer, dividend payments and the Dividend Reinvestment Plan.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROXY STATEMENT PAGE
- ------------------------------------------------------------------------------------- ----
<S> <C> <C>
- Item 1 -- Election of Directors............................................... 1
Security Ownership of Directors and Executive Officers........................ 4
Corporate Governance.......................................................... 6
Compensation of Executive Officers............................................ 9
-- Compensation and Organization Committee Report on Executive
Compensation.............................................................. 9
-- Compensation Committee Interlocks and Insider Participation............... 12
-- Summary Compensation Table................................................ 13
-- Option Grants in Fiscal 1995.............................................. 14
-- Aggregated Option Exercises in Fiscal 1995 and Fiscal Year-End Option
Values.................................................................... 14
-- Return to Shareowners Performance Graph................................... 15
-- Pension Plans............................................................. 16
-- Termination Arrangements.................................................. 16
Board Committees and Meeting Attendance....................................... 18
- Item 2 -- Approval of Amendment of Campbell Soup Company 1994 Long-Term
Incentive Plan Regarding Director Compensation................................ 20
- Item 3 -- Ratification of Appointment of Auditors............................. 23
- Item 4 -- Shareowner Proposal Regarding Stock Options......................... 24
- Item 5 -- Shareowner Proposal Regarding Term Limits for Directors............. 25
Submission of Shareowner Proposals............................................ 26
Security Ownership of Certain Beneficial Owners............................... 26
Compliance with Section 16 of the Exchange Act................................ 27
Other Matters................................................................. 27
Proxies and Voting at the Meeting............................................. 27
Information About Attending the Meeting....................................... 28
</TABLE>
- ------------------
- Denotes items to be voted on at the meeting.
<PAGE> 4
ITEM 1
ELECTION OF DIRECTORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
The Board of Directors of the Company, pursuant to the By-Laws, has
determined that the number of directors of the Company shall be fifteen. Robert
A. Beck and John T. Dorrance, III will retire effective November 16, 1995. The
directors are to be elected to hold office until the next Annual Meeting of the
Shareowners and until their successors are elected and shall have qualified.
Directors are elected by a plurality of the votes cast. Except as otherwise
specified in the proxy, proxies will be voted for election of the nominees named
below.
If a nominee becomes unable or unwilling to serve, proxies will be voted
for election of such person as shall be designated by the Board of Directors;
however, the management knows of no reason why any nominee should be unable or
unwilling to serve.
The following table sets forth certain information concerning the nominees
at September 18, 1995:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
Alva A. App (1) Retired Senior Scientific Adviser to the 63 1986
United Nations Development Programme
(1987-1994). Previously a member of The
Rockefeller Foundation Field Staff (1987 to
1989).
Edmund M. Carpenter (1) Chairman and Chief Executive Officer (1988) 53 1990
of General Signal Corporation.
(2) Director of Dana Corporation, General
Signal Corporation, and Texaco, Inc.
Bennett Dorrance (1) Private investor and Chairman and Managing 49 1989
Director of DMB Associates in Phoenix, Arizona
for more than five years. Vice Chairman of
Campbell Soup Company (independent director)
since November 18, 1993.
Thomas W. Field, Jr. (1) Management Consultant, Field & Associates. 61 1987
Chairman (1992) and Chief Executive Officer
(1995), ABCO Foods, Inc. Previously Chairman
(1988-1989), President (1984-1989) and Chief
Executive Officer (1986-1989) of McKesson
Corporation.
(2) Director of ABCO Foods, Inc., Bromar, Inc.,
Maxicare Health, Inc. and Stater Brothers
Market, Inc.
David W. Johnson (1) Chairman (1993), President (1990) and Chief 63 1990
Executive Officer (1990) of Campbell Soup
Company. Previously Chairman (1987-1990),
President (1987-1989) and Chief Executive
Officer (1987-1990) of Gerber Products Company;
President and Chief Executive Officer of
Entenmann's, Inc. (1982-1987).
(2) Director of Colgate-Palmolive Company
</TABLE>
1
<PAGE> 5
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
David K. P. Li (1) Deputy Chairman (1995) and Chief Executive 56 1995
(1981) of The Bank of East Asia, Limited.
(2) Director of Dow Jones & Company, Inc., Hong
Kong Telecommunications, Ltd., The Bank of East
Asia, Limited, The Hong Kong & China Gas
Company Limited, Sime Darby Hong Kong Limited
and Westinghouse Electric Corporation
Philip E. Lippincott (1) Retired Chairman (1983-1994) and Chief 59 1984
Executive Officer (1982-1994) of Scott Paper
Company.
(2) Director of Exxon Corporation. Trustee of
The Penn Mutual Life Insurance Company.
Mary Alice Malone (1) Private investor and President of Iron 45 1990
Spring Farm, Inc. (horse breeding and
performance center), Chester County, Pa., for
more than five years.
Charles H. Mott (1) President and Chief Executive Officer of 63 1990
John W. Bristol & Co., Inc., an investment
management firm, for more than five years.
Ralph A. Pfeiffer, Jr. (1) Director of various corporations. 68 1987
Previously Senior Vice President of
International Business Machines Corporation and
Chairman and Chief Executive Officer of
International Business Machines World Trade
Corporation (1974 to 1986).
(2) Director of Arthur D. Little, Inc.,
International Business Machines World Trade
Corporation, New York Life Mainstay Funds,
NIKE, Inc., Osiris, Inc., and The Royal Bank of
Canada.
George M. Sherman (1) President and Chief Executive Officer 54 1995
(1990) of Danaher Corporation
(2) Director of Danaher Corporation and
Katema, Inc.
Donald M. Stewart (1) President and Chief Executive Officer 57 1992
(1987) of The College Board. Previously
President (1976-1986) of Spelman College.
(2) Director of Principal Financial Group and
The New York Times Company.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
George Strawbridge, Jr. (1) Private investor, Adjunct Professor of 57 1988
Widener University, and President of Augustin
Stables for more than five years.
(2) Director of Buffalo Sabres of the National
Hockey League, Delaware Trust Company, Fairhill
Training Center, Meridian Bancorp Inc., and
Philadelphia Ventures Inc. President of GAR
Inc. and Margaret Dorrance Strawbridge
Foundation of PA I, Inc.
Robert J. Vlasic (1) Chairman Emeritus of Campbell Soup Company 69 1978
(1993). Previously Chairman of Campbell Soup
Company (1988 to 1993) and Chairman of Vlasic
Foods, Inc. (1964 to 1988).
(2) Director of O/E Automation, Inc. and
Reynolds Metals Company.
Charlotte C. Weber (1) Private investor. Trustee of The 52 1990
Metropolitan Museum of Art, New York, NY and of
Wake Forest University, Winston-Salem, NC; and
Owner, Live Oak Stud, a thoroughbred breeding
and training operation for more than five
years.
</TABLE>
3
<PAGE> 7
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership
as of September 18, 1995, of the Company's Capital Stock of each director, the
Company's five most highly compensated executive officers and the directors and
executive officers as a group:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
AGGREGATE NUMBER PERCENT OF
OF SHARES OUTSTANDING
NAME BENEFICIALLY OWNED(a) SHARES
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------
Alva A. App 3,764(b) *
- -------------------------------------------------------------------------------------------
Robert A. Beck** 4,946(k) *
- -------------------------------------------------------------------------------------------
Edmund M. Carpenter 2,993 *
- -------------------------------------------------------------------------------------------
Bennett Dorrance 26,283,636(c) 10.6%
- -------------------------------------------------------------------------------------------
John T. Dorrance, III** 26,128,784(d) 10.5%
- -------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 16,240(k) *
- -------------------------------------------------------------------------------------------
David W. Johnson 716,508(e) *
- -------------------------------------------------------------------------------------------
David K. P. Li 2,134 *
- -------------------------------------------------------------------------------------------
Philip E. Lippincott 3,200 *
- -------------------------------------------------------------------------------------------
Mary Alice Malone 27,058,014(f) 10.9%
- -------------------------------------------------------------------------------------------
Charles H. Mott 31,416,857(g) 12.6%
- -------------------------------------------------------------------------------------------
Ralph A. Pfeiffer, Jr. 13,600 *
- -------------------------------------------------------------------------------------------
George M. Sherman 234(k) *
- -------------------------------------------------------------------------------------------
Donald M. Stewart 1,904 *
- -------------------------------------------------------------------------------------------
George Strawbridge, Jr. 4,091,241(h) 1.6%
- -------------------------------------------------------------------------------------------
Robert J. Vlasic 2,363,504(i) *
- -------------------------------------------------------------------------------------------
Charlotte C. Weber 11,074,736(j) 4.5%
- -------------------------------------------------------------------------------------------
John M. Coleman 96,123(k) *
- -------------------------------------------------------------------------------------------
James R. Kirk 127,726(k) *
- -------------------------------------------------------------------------------------------
Robert Subin 77,602(k) *
- -------------------------------------------------------------------------------------------
Frank E. Weise, III 52,663(k) *
- -------------------------------------------------------------------------------------------
All directors including shares held in
the Voting Trust referred to on page 26
and executive officers as a group (20
persons) 130,096,124 52.4%
- -------------------------------------------------------------------------------------------
</TABLE>
- ---------------
* Less than 1% of the Company's outstanding shares of Capital Stock.
** Retiring on November 16, 1995.
(a) The shares shown include 894,141 shares of Capital Stock with respect to
which executive officers have a right, as of November 18, 1995, to acquire
beneficial ownership because of vested stock options.
(b) Share ownership shown does not include 229 shares held by Dr. App's spouse,
as to which shares he disclaims beneficial ownership.
(c) Bennett Dorrance is a grandson of Dr. John T. Dorrance, the brother of John
T. Dorrance, III and Mary Alice Malone, and a cousin of George Strawbridge
and Charlotte C. Weber. Share ownership shown does not include 153,472
shares held by the Estate of his father, John T. Dorrance, Jr., of which he
is
4
<PAGE> 8
an Executor, and as to which shares he disclaims beneficial ownership. Does
not include 245,594 shares held as guardian for one of his children nor
245,616 shares held as trustee for one of his children, as to which shares
he disclaims beneficial ownership. Does not include 128,700 shares held by
the Dorrance Family Foundation. Reference is also made to "Principal
Shareowners".
(d) John Dorrance, III is a grandson of Dr. John T. Dorrance. Share ownership
shown does not include 153,472 shares held by the Estate of his father,
John T. Dorrance, Jr., of which he is an Executor, and as to which shares
he disclaims beneficial ownership. Does not include 4,372 shares held by
the YPI Foundation, of which he is a trustee, and as to which shares he
disclaims beneficial ownership. Does not include 591,188 shares he holds as
guardian for one of his children and as a trustee for a trust for the
benefit of one of his children, as to which shares he disclaims beneficial
ownership. In addition, he beneficially owns 300,000 shares of Arnotts
Limited, a Campbell subsidiary in which the Company owns 65%. Mr. Dorrance
does not participate in decisions regarding the Company's investment in
Arnotts. Reference is also made to "Principal Shareowners".
(e) Share ownership shown does not include 4,000 shares held by Mr. Johnson's
spouse, as to which he disclaims beneficial ownership.
(f) Mary Alice Malone is a granddaughter of Dr. John T. Dorrance. Share
ownership shown does not include 153,472 shares held by the Estate of her
father, John T. Dorrance, Jr., of which she is an Executor and as to which
shares she disclaims beneficial ownership. Does not include 14,554 shares
held by her cousin as trustee of a trust for her children, as to which
shares she disclaims beneficial ownership. Reference is also made to
"Principal Shareowners".
(g) Share ownership shown for Mr. Mott includes 31,407,650 shares held by the
Voting Trust over which he, as a trustee, has shared voting power. In
September 1990 the Trustees of the Voting Trust requested the Company's
Governance Committee to nominate Mr. Mott as a candidate for election as a
director. Reference is also made to "Principal Shareowners".
(h) George Strawbridge is a grandson of Dr. John T. Dorrance and a cousin of
Charlotte Weber. Share ownership shown does not include 7,076,728 shares
held by various trusts, of which he is a trustee, for the benefit of his
sister and her children, as to which shares he disclaims beneficial
ownership.
(i) Share ownership shown includes 59,492 shares owned by the Vlasic Foundation,
of which Robert Vlasic is President, 162,924 shares owned by a revocable
trust created by Robert Vlasic, of which he is the primary beneficiary and
the trustee, 189,354 shares owned by a revocable trust created by his wife,
of which he is a co-trustee and 1,925,044 shares owned by Vlasic & Company,
a partnership of which he is a former partner. The partners of Vlasic &
Company include various irrevocable trusts of which his children are
primary beneficiaries; various irrevocable trusts of which his
grandchildren are primary beneficiaries; and various revocable trusts in
which his children are settlors, primary beneficiaries and trustees.
(j) Charlotte Weber is a granddaughter of Dr. John T. Dorrance. Share ownership
shown includes 11,026,096 shares held by two trusts of which she is a
co-trustee and 47,040 shares held by a foundation of which she is also a
co-trustee, as to all of which she has shared voting and dispositive power.
Does not include 443,239 shares held by her husband, two of her children,
and guardians for two of her children, as to which she disclaims beneficial
ownership.
(k) In addition to the shares listed in the table which are beneficially owned,
the following directors and executive officers have Campbell stock units
credited to their deferred compensation accounts: Robert Beck (6,459
units); Thomas Field (3,879 units); George Sherman (130 units); John
Coleman (10,022 units); James Kirk (22,156 units); Robert Subin (31,184
units); and Frank Weise (42,210 units). The accounts reflect the election
of the individuals to defer into Campbell stock units previously earned
compensation and pending awards of restricted performance stock. The
individuals are fully at risk as to the price of Campbell stock in their
deferred stock unit accounts. Additional stock units are credited to the
accounts to reflect accrual of dividends. The stock units do not carry any
voting rights. Unrestricted Campbell stock units are included in
calculating the Company required stock ownership for directors and
executives.
5
<PAGE> 9
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STANDARDS
Campbell first published corporate governance standards in its proxy in
1992. The Board has reviewed and improved the standards annually.
1. The Board will operate in accordance with a written statement of
Campbell Requirements of Directors (printed at page 8, below).
2. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors that are not attended by the CEO. For
this purpose, "independent" means no present or former employment by
the Company and no significant financial or personal tie to the Company
other than share ownership and entitlement to director fees. See "CEO
Evaluation," at page 8, below.
3. When the CEO also holds the position of Chairperson of the Board, the
Board will elect a non-executive Vice Chair (or a non-executive
director who is the Lead Director). The Vice Chair or Lead Director
will preside at meetings to evaluate the performance of the CEO.
4. Every year the Board will review and approve a three-year strategic
plan and a one-year operating plan for the Company.
5. All directors will stand for election every year.
6. The Board believes that as a general rule, former Campbell executives
should not serve on the Board. (At present, all directors are
independent except for Campbell's CEO.)
7. The Audit, Compensation/Organization and Governance Committees will
consist entirely of independent directors.
8. Committee members will be appointed by the Board.
9. The Governance Committee will annually assess Board and Committee
effectiveness. See "Board Evaluation," at page 7, below.
10. Whenever feasible, directors will receive materials well in advance of
meetings for items to be acted upon.
11. Interlocking directorships will not be allowed, except with respect to
joint ventures. (An interlocking directorship would occur if a Campbell
officer served on the Board of Company X and an officer of Company X
served on the Campbell Board, or if a major supplier or customer served
on Campbell's Board.)
12. Directors are required to own at least 1,000 Campbell shares within one
year of election and 3,000 shares within three years of election.
13. No director shall stand for reelection after the attainment of age 70.
14. Succession planning and management development will be reported
annually by the CEO to the Board.
15. All executives (approximately 300 persons) must buy and hold outright
(i.e., excluding options and restricted stock) Campbell stock valued at
one-half to three times base salary, depending on their positions.
16. Incentive compensation plans will link pay directly and objectively to
measured financial goals set in advance by the Compensation Committee.
(See Compensation Committee Report at
pages 9 to 12).
17. Stock options will not be repriced (the exercise price for options will
not be lowered even if the current market price of the stock is below
the exercise price).
18. The Company does not have a "poison pill" or other anti-takeover
devices because it believes that the way to remain independent is via
superior performance in building shareowner wealth.
19. All Shareowners have equal voting rights.
20. These Corporate Governance Standards have been developed and approved
by the Board and are reviewed by the Board at least annually.
6
<PAGE> 10
BOARD EVALUATION
In fiscal 1995, the Board's Governance Committee led a new process of
evaluation of Board performance and effectiveness. As the first step, all
directors completed a Board Evaluation Form. On the form, each director entered
a number grade from 1 to 5, and written comments where appropriate, as to each
of the following fifteen standards:
1. The Board knows and understands the Company's vision, strategic
precepts, strategic plan and operating plan.
2. The Board reflects its understanding of the Company's vision, strategic
precepts, strategic plan and operating plan in its discussions and
actions on key issues throughout the year.
3. Board meetings are conducted in a manner which ensures open
communication, meaningful participation, and timely resolution of
issues.
4. Advance Board materials contain the right amount of information.
5. Board members receive their materials sufficiently in advance of
meetings.
6. Board members are diligent in preparing for meetings.
7. The Board reviews and adopts an annual operating budget and regularly
monitors performance against it throughout the year.
8. The Board regularly monitors the Company's income statement, balance
sheet and cash flow.
9. The Board reviews and adopts an annual capital budget and receives
regular written or oral reports of performance against it throughout
the year.
10. In tracking Company performance, the Board regularly considers the
performance of peer companies.
11. The Board regularly reviews the performance of the CEO.
12. The Board and/or the Compensation Committee regularly reviews the
performance and ethics of the senior officers.
13. The correlation between executive pay and Company performance is
regularly considered by the Board and/or the Compensation Committee.
14. The Board reviews succession plans for the CEO and senior management.
15. The trigger level for Board or committee involvement in major business
policies and decisions is appropriate.
The Governance Committee analyzed the numerical ratings and comments in
detail and developed recommendations to enhance Board effectiveness. The
Chairman of the Governance Committee then presented the assessments and
recommendations to the full Board. The Governance Committee is overseeing the
process of implementing recommended improvements.
7
<PAGE> 11
REQUIREMENTS OF MANAGEMENT AND DIRECTORS
As a result of the 1995 Board Evaluation (above), the Governance Committee
developed and the Board approved the following Requirements of Management and
Directors in order to enhance Board effectiveness:
<TABLE>
<CAPTION>
BOARD REQUIREMENTS CAMPBELL REQUIREMENTS
OF MANAGEMENT OF DIRECTORS
---------------------------------------- ----------------------------------------
<C> <S> <C> <C>
-- Develop strategies to deliver strong -- Act in the best interests of all
market franchises and build shareowner shareowners
wealth over the long term
-- Recommend appropriate strategic and -- Critique and approve strategic and
operating plans operating plans
-- Maintain effective control of operations -- Select, motivate, evaluate and
compensate the CEO
-- Measure performance against peers -- Good understanding of strategies and the
businesses
-- Strong, principled and ethical -- Review succession planning and
leadership management development
-- Assure sound succession planning and -- Advise and consult on key organizational
management development changes
-- Sound organizational structure -- Careful study of Board materials and
issues
-- Inform the Board regularly regarding the -- Active, objective and constructive
status of key initiatives participation at meetings of Board and
committees
-- No surprises -- Assistance in representing Campbell to
the outside world
-- Board meetings which are well-planned, -- Counsel on corporate issues
allow meaningful participation and
provide for timely resolution of issues
-- Advance Board materials which contain -- Good understanding of general economic
the right amount of information and are trends and corporate governance
received sufficiently in advance of
meetings
</TABLE>
CEO EVALUATION
In fiscal 1995, the Compensation and Organization Committee developed
recommendations to broaden, formalize, and sharpen directors' ongoing
assessments of the performance of the CEO and feedback by the Board to the CEO.
The Board believes the changes will expand and improve the already demanding
process for evaluating the performance of the CEO, which has been carried out
since 1990 at least annually in meetings not attended by the CEO. There is a
formal position description for the job of CEO and, against that position
description, every director will now be required to complete a written
assessment of the CEO's performance. The position description and the form for
directors' assessments specify the following as the areas to be evaluated:
-- Strategic Planning
-- Financial Results
-- Succession Planning
-- Communications/External Relations
-- Board Relations
-- Leadership/Human Resources
The changes in the CEO evaluation process will be fully implemented in
fiscal 1996.
8
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION AND ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- - Key Principles
Pay Competitively -- For Results:
-- The Company measures and evaluates its compensation practices using the
following two groups of companies:
-- Compensation Peer Group 31 companies in the food, beverage, and
other consumer packaged goods industries.
-- Performance Peer Group 15 food companies with businesses similar
to those of Campbell, including three
competitors based outside the U.S.
-- The compensation offered by the Company is designed to be competitive
with other well-managed consumer products companies (Compensation Peer
Group) and to reward superior performance with superior levels of
compensation. The Compensation Peer Group is used to compare Campbell's
compensation package to that of other companies that compete with
Campbell for the same executives.
Independent Design and Goal-Setting:
-- The Compensation and Organization Committee consists entirely of outside
directors as defined for purposes of Section 162(m) of the Internal
Revenue Code.
-- With regard to CEO compensation, the Committee employs an independent
compensation consultant who reports directly to the Committee.
-- The performance goals for incentive compensation plans are determined by
the Committee in conjunction with the Board's approval of the Company's
strategic and operating plans.
High Portion at Risk:
-- Executives' total compensation is significantly at risk, based upon the
financial performance of the Company. For the executive officers listed
on page 13, the portion at risk in fiscal 1995 ranged from 60% to 80% of
total compensation.
-- Executives' personal net worth depends heavily on appreciation in value
of the Company's stock over the long term. Fifty percent of officers'
long-term compensation consists of restricted performance stock and the
remainder consists of stock options granted at the market price. Also,
officers are required to own outright (i.e., excluding options and
restricted shares) Campbell stock valued at one to three times base
salary, depending on their positions.
-- The Company has never repriced stock options. The governing plan
documents explicitly prohibit repricing options.
-- The Committee's independent consultant has confirmed that the Company's
executive compensation programs are strongly linked to measured
financial performance and place a significant portion of compensation at
risk.
Tight Focus on Quantitative Measures:
-- The annual incentive plan (WIN Plan) is based totally on measured
financial performance. Every payout depends on results, not efforts. A
minimum cash return on assets (CROA), which varies by business unit,
must be achieved before a bonus can be paid based on that unit's
performance. If that threshold is met, the precise amount of the bonus
is calculated based upon attainment of quantitative performance goals:
earnings growth, sales growth and reductions in working capital.
9
<PAGE> 13
-- The long-term incentive plan is not limited to stock options. Every
executive (approximately 300 persons) also receives restricted
performance shares. Payout of restricted performance shares is totally
dependent on cash return on assets and corporate net earnings (absolute
and relative to peers) over the long term.
Beating Performance of Peers Increases Rewards:
-- The Company sets its salaries at the median of the Compensation Peer
Group.
-- The Company's incentive programs provide the opportunity for total
compensation ranking in the top quartile of the Compensation Peer Group
if, but only if, financial goals are achieved and the Company's
performance, as measured by growth in earnings, is in the top quartile
of the Performance Peer Group. To reward consistent performance,
companies which ranked in the bottom quartile in the base year are not
included when calculating the top quartile.
- - Calculation of Annual Bonus
The following methodology determined bonus payouts for fiscal 1995:
I. ACTIONS BEFORE THE START OF THE FISCAL YEAR
(1) A target bonus was set for each participating executive. This dollar
amount was based upon a percentage of the midpoint of the salary range
for the executive's job and was calculated to deliver median
compensation in comparison with the Compensation Peer Group.
(2) The Board of Directors reviewed and approved an Operating Plan which
set specific performance goals (which in 1995 were CROA, net sales,
earnings and reductions in inventory levels) for the Company as a whole
and separately for its major business units. The goal for the rate of
growth in corporate net earnings is set at a number which is expected,
at the time of its approval, to deliver superior results in comparison
to the Performance Peer Group. For fiscal 1996, the Committee has
expanded the inventory measure to include all working capital.
(3) The Board's Compensation and Organization Committee determined what
portion of each executive's bonus would depend on Company results (a
minimum of 20%) and what portion would depend on the results of a
business unit. For the CEO, 100% of bonus depended on total Company
results.
II. ACTIONS AFTER THE END OF THE FISCAL YEAR
(1) Financial statements were prepared for the Company and each business
unit.
(2) For each business unit and the Company, CROA was calculated and
compared to the Board-determined threshold. No bonus was paid for
business units that fell short of their Operating Plan CROA threshold.
In 1995, the Company met its CROA threshold.
(3) Where the CROA threshold was satisfied, the major portion (70%) of the
bonus opportunity was determined by comparing earnings performance to
the Operating Plan earnings target. If the earnings threshold was not
met, no bonus was paid on account of the unit's earnings. By the terms
of the incentive plan, extraordinary events such as major
restructurings and accounting changes are excluded. In 1995 the
Company's net earnings exceeded the plan.
(4) Next, sales performance, representing a 20% portion of bonus
opportunity, was compared to the Operating Plan sales target. If the
sales threshold was not met, no bonus was paid on account of sales.
Above-target sales performance could result in above-target bonus
payment only if the earnings goal was also met. In fiscal 1995, Company
sales performance exceeded the plan. For fiscal 1996 the Committee has
increased the percentage of bonus dependent on the sales goal to 30%
for certain business units to increase the emphasis on sales growth.
10
<PAGE> 14
(5) Next, inventory levels, representing a 10% portion of bonus
opportunity, were compared to the goal for reduction of inventories in
the Operating Plan. If the inventory reduction threshold was not met,
no bonus was paid on account of inventory. In fiscal 1995, reduction of
inventory levels surpassed the plan objective.
(6) Finally, Company earnings performance was compared to that of the
Performance Peer Group. By the terms of the program, if the Company
achieves its goal for corporate net earnings and the rate of annual
growth in the Company's net earnings places it in the top quartile of
the Performance Peer Group, each bonus-eligible executive would receive
an additional 30% of his/her bonus target. If the Company ranked first,
each such executive's supplemental amount would increase from 30% to
40% of target. For purposes of this "top quartile" calculation,
extraordinary events are excluded. Companies that ranked in the bottom
quartile in annual earnings growth in the prior fiscal year are
excluded in the calculation because the purpose of this component of
bonus opportunity is to motivate consistent peer-beating results and to
provide compensation in the top quartile of the Compensation Peer Group
if top quartile performance is achieved. In fiscal 1995, so measured,
the Company ranked in the top quartile of the Performance Peer Group
and this triggered a supplemental payment of 30% of bonus target.
- - Long-Term Compensation
Half of executives' long-term compensation is delivered via restricted
performance shares. Grants are made every two years for overlapping three-year
performance periods. Any entitlement to delivery of shares at the end of a
performance period depends on whether the Company meets the minimum CROA
declared in the strategic plan for the performance periods. The number of shares
actually delivered depends upon cumulative corporate net earnings for the
performance period. If the Company satisfies its CROA threshold and delivers
cumulative earnings beyond the goal in the strategic plan, additional shares are
awarded at time of earnout, up to a maximum of 150% of target (performance
fiscal years 1994 through 1996) or 200% (performance fiscal years 1996 through
1998). For performance years 1994-1996, if the Company achieves its three year
goal for cumulative corporate net earnings and the rate of growth places in the
top quartile of the Performance Peer Group for three years, each participant is
entitled to receive the maximum payout that could be earned of 150% of target.
For performance years 1996 through 1998, the reward for top quartile earnings
growth is an earnout of 30% of target (50% for ranking #1 in the peer group) in
addition to the earnout based strictly on Campbell performance which can provide
a payout of up to 150% of target.
The other half of value delivered to officers under the Long-Term Incentive
Plan is in the form of stock options, awarded annually.
The fiscal 1995 guidelines for restricted performance share and stock
option grants to executives are designed to deliver long-term compensation at
the 75th percentile when compared to the Compensation Peer Group. Most of the
restricted performance shares and stock option grants to officers in fiscal 1995
were made at guideline.
- - Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid to the executive officers listed on page 13,
unless certain requirements are met. One of the requirements is that
compensation over $1 million must be based upon Company attainment of
performance goals approved by shareowners. The 1994 Long-Term Incentive Plan and
the Management Worldwide Incentive Plan which were approved by shareowners in
1994 are designed to meet these requirements. Minimal changes had to be made to
these plans because the Company's incentive plans were already industry-leading
in linking pay to Company performance. The Committee's present intention is to
comply with the requirements of Section 162(m).
11
<PAGE> 15
- - CEO Compensation
The Chief Executive Officer's salary, bonus and annual grants of stock
options and restricted performance shares follow the policies and calculations
set forth above.
The CEO's salary increase in fiscal 1995 was based on the Compensation
Committee's evaluation of his performance and the Company's performance, after
review of competitive salary data by the Committee's independent consultant. The
Company's performance is measured against goals for CROA, corporate net
earnings, sales and inventory levels, all of which were achieved.
Company performance is also compared to the results of the Performance Peer
Group. Other measurements used to evaluate the CEO are stock price performance,
market shares, and development of sound strategic, operating and succession
plans. See also "CEO Evaluation," page 8, above.
No specific weighting was assigned to these factors in determining the base
salary increase. The initiatives and programs put in place by Mr. Johnson since
he joined the Company in 1990 have resulted in dramatic improvements in the
Company's performance. Some of the key indicators of performance are set forth
below.
In fiscal 1994, the Board approved a special challenge incentive to the CEO
under which he can earn from $0 to $5 million in addition to his other
compensation if specified aggressive sales goals are achieved for certain
businesses outside the United States in fiscal 1996. The purpose of the
challenge is to motivate acceleration of the Company's global expansion. If
minimum goals are not achieved, no payment will be earned.
COMPANY PERFORMANCE
<TABLE>
<CAPTION>
CHANGE FROM
FISCAL YEAR 1990* 1995 1990 TO 1995
- -------------------------------------------------------- ------ ------ --------------
<S> <C> <C> <C>
Net Earnings (millions)................................. $306.0 $698.0 17.9% per year
Net Margin.............................................. 4.9% 9.6% 4.7 points
Earnings Per Share (EPS)................................ $ 1.18 $ 2.80 18.9% per year
Return on Equity........................................ 16.2% 31.3% 15.1 points
Cash Return on Assets (CROA)............................ 19.0% 24.2% 5.2 points
Market Value (billions)................................. $ 6.9 $ 11.7 11.1% per year
Annual Dividends Declared per Share..................... $ .49 $ 1.21 19.8% per year
</TABLE>
- ---------------
* Excluding restructuring charges of $301.6 million
COMPENSATION AND ORGANIZATION COMMITTEE
RALPH A. PFEIFFER, JR., CHAIR
ROBERT A. BECK
JOHN T. DORRANCE, III
THOMAS W. FIELD, JR.
MARY ALICE MALONE
GEORGE STRAWBRIDGE, JR.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are none.
12
<PAGE> 16
TABLE 1--SUMMARY COMPENSATION
The following table sets forth the compensation awarded, paid to, or earned
by the Company's Chief Executive Officer and the four other most highly paid
executive officers.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM AWARDS
-----------------------------------------------------------
RESTRICTED SECURITIES
NAME AND STOCK(1) UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(2)
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DAVID W. JOHNSON 1995 $917,000 $1,287,917 $2,846,765 100,000 $ 57,346
Chairman, President and 1994 $865,000 $ 944,541 $ 80,575 66,000 $ 53,042
Chief Executive Officer 1993 $806,700 $ 912,722 $5,585,850 40,000 $ 41,180
- ------------------------------------------------------------------------------------------------------------------
FRANK E. WEISE, III 1995 $330,000 $ 391,931 $ 744,719 26,125 $ 13,558
Senior Vice President. 1994 $312,000 $ 287,773 0 18,000 $ 12,402
President -- Bakery & 1993 $291,667 $ 336,897 $ 400,350 13,400 $ 4,302
Confectionery
- ------------------------------------------------------------------------------------------------------------------
JOHN M. COLEMAN 1995 $314,200 $ 311,009 $ 613,406 19,875 $ 16,378
Senior Vice President -- 1994 $298,000 $ 228,150 0 14,400 $ 15,551
Law and Public Affairs 1993 $281,667 $ 266,603 $ 321,850 10,600 $ 8,517
- ------------------------------------------------------------------------------------------------------------------
ROBERT SUBIN 1995 $300,000 $ 266,300 $ 588,653 15,900 $ 8,860
Senior Vice President -- 1994 $272,000 $ 247,689 0 14,400 $ 8,172
Finance 1993 $260,000 $ 192,024 $ 251,200 8,400 $ 8,053
- ------------------------------------------------------------------------------------------------------------------
JAMES R. KIRK 1995 $285,000 $ 270,749 $ 434,979 11,900 $ 12,167
Senior Vice President -- 1994 $275,000 $ 198,500 0 11,400 $ 13,467
Research and 1993 $262,083 $ 232,470 $ 251,200 8,400 $ 8,053
Development
and Quality Assurance
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
1. Dollar values of stock awards are based on market price at time of grant.
Except for one time lapse restricted stock grant in 1993, all stock awards
listed in the above table are earned based on Company performance. Payout of
restricted performance shares is totally dependent on cash return on assets
and corporate net earnings (absolute and relative to peers) over the long
term. The aggregate number of restricted stock or restricted stock units held
and their value as of the end of the fiscal year for the executives were as
follows: Mr. Johnson, 187,300 shares/$8,756,275; Mr. Weise, 24,100
shares/$1,126,675; Mr. Coleman, 18,800 shares/$878,900; Mr. Subin, 18,200
shares/$850,850; and Dr. Kirk 14,300 shares/$688,525. Regular quarterly
dividends are paid on restricted stock.
2. "All Other Compensation" consists of Company contributions to the 401(k) Plan
and Supplemental Savings Plan.
13
<PAGE> 17
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
- -----------------------------------------------------------------------------------------------------------------
% OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EXERCISE GRANT
OPTIONS EMPLOYEES OR BASE DATE
GRANTED(2) IN FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE VALUE ($)
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
David W. Johnson 100,000 7.3% $49.1875 6/22/05 $1,452,000
- -----------------------------------------------------------------------------------------------------------------
Frank E. Weise, III 26,125 1.9% $49.1875 6/22/05 $ 379,335
- -----------------------------------------------------------------------------------------------------------------
John M. Coleman 19,875 1.4% $49.1875 6/22/05 $ 288,585
- -----------------------------------------------------------------------------------------------------------------
Robert Subin 15,900 1.2% $49.1875 6/22/05 $ 230,868
- -----------------------------------------------------------------------------------------------------------------
James R. Kirk 11,900 0.9% $49.1875 6/22/05 $ 172,788
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the Grant Date
Present Value of the options set forth in this table. The Company's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating Grant Date Present Value: average option term of six
years, volatility of 21.3% (calculated monthly over the three preceding
calendar years), dividend yield of 2.5% and interest rate of 7.8% (six year
Treasury note rate at January 3, 1995). The real value of the options in
this table depends upon the actual performance of the Company's stock during
the applicable period and upon when they are exercised.
(2) Options have a ten-year term and vest cumulatively over three years at the
rate of 30%, 60% and 100%, respectively on the first three anniversaries of
the grant date. All options vest immediately in the event of a Change in
Control.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TABLE 3 -- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------
SECURITIES
UNDERLYING VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(2)
SHARES VALUE -------------------------------------------------
ACQUIRED ON REALIZED EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE (#) ($)(1) CISABLE CISABLE CISABLE CISABLE
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
David W. Johnson 0 0 294,600 162,200 $4,298,497 $516,508
- ------------------------------------------------------------------------------------------------------------------
Frank E. Weise, III 0 0 36,840 44,085 $ 307,671 $143,793
- ------------------------------------------------------------------------------------------------------------------
John M. Coleman 0 0 66,330 34,195 $ 917,724 $114,893
- ------------------------------------------------------------------------------------------------------------------
Robert Subin 0 0 52,502 29,340 $ 857,487 $112,308
- ------------------------------------------------------------------------------------------------------------------
James R. Kirk 0 0 89,060 23,240 $2,029,434 $ 90,967
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) Value realized equals fair market value of the stock on date of exercise,
less the exercise price, times the number of shares acquired. Taxes must be
paid by the individual on the value realized.
(2) Value of unexercised options equals fair market value of a share into which
the option can be converted at July 30, 1995 (market price $46.75), less
exercise price, times the number of options outstanding.
14
<PAGE> 18
RETURN TO SHAREOWNERS PERFORMANCE GRAPH*
The following graph compares the cumulative total Shareowner return on the
Company's Capital Stock with the cumulative total return of the Standard &
Poor's Food Index (the "S&P Food Group") and the Standard & Poor's 500 Stock
Index (the "S&P 500"). Also shown below are the related compound annual growth
rates (CAGR). The graph assumes that $100 was invested on July 31, 1990 in each
of Campbell stock, the S&P Food Group and the S&P 500, and that all dividends
were reinvested.
* Stock Appreciation + Dividend Reinvestment
Campbell closing price was $46.75 on July 28, 1995
<TABLE>
<CAPTION>
Measurement Period S&P FOOD
(Fiscal Year Covered) CAMPBELL S&P 500 GROUP
<S> <C> <C> <C>
1990 100 100 100
1991 145 112 123
1992 147 128 138
1993 142 139 123
1994 151 146 133
1995 195 183 171
CAGR 14.3% 12.8% 11.3%
</TABLE>
15
<PAGE> 19
PENSION PLANS
The following table illustrates the approximate annual pension that may
become payable to an employee in the higher salary classifications under the
Company's regular and supplementary pension plans.
<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
IN HIGHEST ESTIMATED ANNUAL PENSIONS
5 YEARS OF YEARS OF SERVICE
LAST 10 YEARS OF ------------------------------------------------------------------
EMPLOYMENT 20 25 30 35 40
- ---------------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 600,000 $177,408 $221,760 $ 266,112 $ 281,112 $ 296,112
800,000 237,408 296,760 356,112 376,112 396,112
1,000,000 297,408 371,760 446,112 471,112 496,112
1,200,000 357,408 446,760 536,112 566,112 596,112
1,400,000 417,408 521,760 626,112 661,112 696,112
1,600,000 477,408 596,760 716,112 756,112 796,112
1,800,000 537,408 671,760 806,112 851,112 896,112
2,000,000 597,408 746,760 896,112 946,112 996,112
2,200,000 657,408 821,760 986,112 1,041,112 1,096,112
2,400,000 717,408 896,760 1,076,112 1,136,112 1,196,112
</TABLE>
Compensation used to calculate pension benefits for executive officers
named in the table on page 13 consists of the total salary and bonus shown in
that table. Pursuant to his employment agreement Mr. Johnson has been credited
with 27 years of service, but the pension will be automatically reduced by the
sum of all pension benefits from his prior employers. The additional years of
service credited to Mr. Johnson were a necessary part of the recruitment package
in order to compensate him for pension benefits that would have accrued at his
previous employer and to place him, after offsets, in the position of a long
time Campbell employee retiring at the same age. As of the end of fiscal 1995
(ended July 30), the full years of accrued service under the pension plans for
the other four individuals named in the compensation table on page 13 were as
follows: Mr. Weise -- 8 years; Mr. Coleman -- 13 years; Mr. Subin -- 18 years;
and Dr. Kirk -- 20 years. The foregoing years of credited service for Mr. Weise,
Mr. Coleman and Dr. Kirk include additional years of service pursuant to
supplemental pension agreements designed to attract executives from other
employers in the middle of their careers. These estimated amounts assume
retirement at age 65 (normal retirement age) with a straight-life annuity
without reduction for a survivor annuity or for optional benefits. They are not
subject to deduction for Social Security benefits.
TERMINATION ARRANGEMENTS
The Company has entered into Special Severance Protection Agreements
("Special Severance Agreements") with Mr. Johnson, Mr. Weise, Mr. Coleman, Mr.
Subin and Dr. Kirk and certain other executive officers. The Special Severance
Agreements provide severance pay and continuation of certain benefits should a
Change in Control occur. Entry into the Agreements was unanimously approved by
the independent members of the Board of Directors. In order to receive benefits
under the Special Severance Agreements, the executive's employment must be
terminated involuntarily, without cause, whether actual or "constructive",
within two years following a Change in Control.
16
<PAGE> 20
Generally, a "Change in Control" will be deemed to have occurred in any of
the following circumstances:
<TABLE>
<S> <C>
(i) the acquisition of 25% or more of the outstanding voting stock of the Company by
any person or entity, with certain exceptions for Dorrance family members;
(ii) the persons serving as directors of the Company as of January 25, 1990, and those
replacements or additions subsequently approved by a two-thirds vote of the
Board, cease to make up at least two-thirds of the Board;
(iii) a merger, consolidation or share exchange in which the Shareowners of the Company
prior to the merger wind up owning 80% or less of the surviving corporation; or
(iv) a complete liquidation or dissolution of the Company or disposition of all or
substantially all of the assets of the Company.
</TABLE>
Under the Special Severance Agreements, severance pay would equal two and
one half years' base salary and bonus. Medical, life and disability benefits
would be provided at the expense of the Company for the lesser of (i) 30 months
or (ii) the number of months remaining until the executive's 65th birthday. The
Company would pay in a single payment an amount equal to the value of the
benefit the executive would have accrued under the Company's pension plans had
the executive remained in the employ of the Company for an additional 30 months
or until the executive's 65th birthday, if earlier.
Upon a Change in Control, (a) all options outstanding on the date of such
Change in Control would become immediately and fully exercisable and (b) all
restrictions upon any restricted shares (other than "Performance Restricted
Shares" which are subject to performance related restrictions) would lapse
immediately and all such shares would become fully vested. An executive officer
would become vested in, and restrictions would lapse on, the greater of (i)
fifty percent (50%) of the Performance Restricted Shares or (ii) a pro rata
portion of such Performance Restricted Shares based on the portion of the
performance period that has elapsed to the date of the Change in Control.
During any fiscal year in which a Change in Control occurs, each
participant (a) whose employment is terminated prior to the end of such year or
(b) who is in the employ of the Company on the last day of such year would be
entitled to receive, within thirty (30) days thereafter, a cash payment equal to
the greater of (i) his or her target bonus award for such year or (ii) the
average of the awards paid or payable to him or her under the Management
Worldwide Incentive Plan for the two most recent fiscal years ended prior
thereto. Any amount to be paid to a participant who is not employed for the
entire fiscal year would be prorated. Such payment would be made regardless of
whether or not the Company has paid any cash dividend in the fiscal year.
17
<PAGE> 21
BOARD COMMITTEES AND MEETING ATTENDANCE
The Company has Audit, Compensation and Organization, Executive, Finance
and Corporate Development, Governance, and Retirement Committees of its Board of
Directors. Membership as of the record date of September 18, 1995, was as
follows:
<TABLE>
<CAPTION>
COMPENSATION
AUDIT AND ORGANIZATION EXECUTIVE
- -------------------------- -------------------------- --------------------
<S> <C> <C>
E.M. Carpenter, Chair R.A. Pfeiffer, Jr., Chair R.A. Beck, Chair
A.A. App R.A. Beck J.T. Dorrance, III
C.H. Mott J.T. Dorrance, III D.W. Johnson
G.M. Sherman T.W. Field, Jr. P.E. Lippincott
D.M. Stewart M.A. Malone R.A. Pfeiffer, Jr.
C.C. Weber G. Strawbridge, Jr. G. Strawbridge, Jr.
R.J. Vlasic
</TABLE>
<TABLE>
<CAPTION>
FINANCE AND
CORPORATE DEVELOPMENT GOVERNANCE RETIREMENT
- -------------------------- -------------------------- --------------------
<S> <C> <C>
P.E. Lippincott, Co-Chair B. Dorrance, Chair C.H. Mott, Chair
B. Dorrance, Co-Chair R.A. Beck A.A. App
R.A. Beck P.E. Lippincott T.W. Field, Jr.
E.M. Carpenter G. Strawbridge, Jr. M.A. Malone
J.T. Dorrance, III R.J. Vlasic D.M. Stewart
D.W. Johnson C.C. Weber
D.K.P. Li
C.H. Mott
R.A. Pfeiffer, Jr.
R.J. Vlasic
</TABLE>
AUDIT COMMITTEE 4 meetings in fiscal 1995
-- Recommends the appointment of the Company's independent accountants;
-- Reviews the scope and results of the audit plans of the independent
accountants and the internal auditors;
-- Oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems;
-- Reviews the objectivity, effectiveness and resources of the internal
audit function which reports directly to the Committee;
-- Confers independently with the internal auditors and the independent
accountants;
-- Reviews non-audit services to be performed by the independent
accountants; and
-- Determines the appropriateness of fees for audit and non-audit services
performed by the independent accountants.
COMPENSATION AND ORGANIZATION COMMITTEE 8 meetings in fiscal 1995
-- Reviews and recommends to the Board salary and incentive compensation,
including bonus, stock options and restricted stock, for the Chief
Executive Officer;
-- Reviews and approves the salaries and incentive compensation for all
corporate officers and senior executives;
18
<PAGE> 22
-- Reviews and approves the short-term and long-term incentive compensation
programs, including the performance goals;
-- Reviews the salary structure and the apportionment of compensation among
salary and short-term and long-term incentive compensation;
-- Reviews and approves the incentive compensation to be allocated to
employees; and
-- Reviews, prior to becoming effective, any major organization change that
the Chief Executive Officer intends to implement.
EXECUTIVE COMMITTEE No meetings in fiscal 1995
-- Exercises all the powers of the Board when the Board is not in session,
except as otherwise provided by New Jersey law.
FINANCE AND CORPORATE DEVELOPMENT 8 meetings in fiscal 1995
Reviews and makes recommendations to the Board regarding:
-- All issuances, sales or repurchases of equity and long-term debt;
-- Changes in the Company's capital structure;
-- The capital expenditure program; and
-- Acquisitions, divestitures, joint ventures, partnerships or combination
of business interests.
GOVERNANCE COMMITTEE 8 meetings in fiscal 1995
Reviews and makes recommendations to the Board regarding:
-- The organization and structure of the Board;
-- Qualifications for director candidates;
-- Candidates for election to the Board;
-- Candidate for the position of Chairperson of the Board; and
-- The role and effectiveness of the Board and each Committee in the
Company's corporate governance process.
The Governance Committee seeks potential nominees for Board membership in
various ways and will consider suggestions submitted by Shareowners. Such
suggestions, together with appropriate biographical information, should be
submitted to the Corporate Secretary of the Company.
RETIREMENT COMMITTEE 5 meetings in fiscal 1995
-- Oversees policies and practices relating to the Company's retirement and
pension plans;
-- Monitors the administration of the Company's retirement and pension
plans;
-- Reviews and submits recommendations to the Board regarding proposed
appointments to the Administrative Committee of the pension plans; and
-- Reviews and submits recommendations to the Board concerning any proposed
amendments to the Company's retirement and pension plans.
Actions taken by any of the foregoing committees are reported to the Board,
usually at its next meeting.
During fiscal 1995 (ended July 30), the Board of Directors met nine times:
eight regular meetings and one organization meeting. All directors attended at
least 75% of their scheduled Board meetings and
19
<PAGE> 23
meetings held by Committees of which they were members. Directors meet their
responsibilities not only by attending Board and Committee meetings but also
through communication with the Chairman and Chief Executive Officer and other
members of management on matters affecting the Company.
ITEM 2
APPROVAL OF AMENDMENT OF CAMPBELL SOUP COMPANY
1994 LONG-TERM INCENTIVE PLAN REGARDING DIRECTOR COMPENSATION
COMPENSATION OF DIRECTORS
In September, 1995, Campbell's Board endorsed all six "Best Practices"
recommended in the Report of the Blue Ribbon Commission on Director Compensation
of the National Association of Corporate Directors. Those practices are as
follows:
"1. Establish a process by which directors can determine the compensation
program in a deliberative and objective way.
"2. Set a substantial target for stock ownership by each director and a
time period during which this target is to be met.
"3. Define the desirable total value of all forms of director compensation.
"4. Pay directors solely in the form of equity and cash -- with equity
representing a substantial portion of the total up to 100%; dismantle existing
benefit programs and avoid creating new ones.
"5. Adopt a policy stating that a company should not hire a director or a
director's firm to provide professional or financial services to the
corporation.
"6. Disclose fully in the proxy statement the philosophy and process used
in determining director compensation and the value of all elements of
compensation."
Practices 1, 2, and 5 were in effect at Campbell before 1995. In January,
1995, the Board resolved to recommend to shareowners that the annual retainer
for board service be paid entirely in stock, and in September, 1995, the Board
approved the elimination of pensions and medical benefits for directors and
resolved to overhaul proxy disclosures relating to director compensation. As a
result of these steps, the philosophy and process used in determining director
compensation at Campbell are as follows:
1. The core concept is that directors should walk in the shoes of the
Shareowners. To this end, director compensation should be primarily in stock.
Also, the Company was among the first to declare substantial stock ownership
requirements for directors and today has one of the most demanding standards.
(see Corporate Governance Standard #12, page 6, above) The Board believes that
each director's ownership stake in Campbell should be significant in relation to
the director's net worth.
2. Director compensation will be "benefit free." This is intended to avoid
appearances of employee-like tenure or compromised independence that can arise,
for example, from delayed vesting in pension plans. At the same time, this
facilitates clear and straightforward disclosure of all compensation. Director
compensation will consist solely of stock, cash, and stock options.
3. The value of the compensation package and its components is set, after
review of independent surveys and proxy statements of peer companies, to
guarantee pay at the median of Campbell's Performance Peer Group (see page 21,
below) and to offer a total pay opportunity ranking in the top quartile of
Campbell's Performance Peer Group. The extent to which the opportunity is
realized will depend on total return delivered to shareowners.
20
<PAGE> 24
PROPOSED CHANGES
In September, 1995, the Board of Directors voted, subject to shareowner
approval, to modify director compensation as follows:
1. Eliminate the Pension Plan for Directors.
2. Eliminate Medical Benefits for Directors.
3. Eliminate the annual retainer of $2,500 in cash paid to each member of a
committee. Typically, a director serves on two committees which means the
reduction is generally $5,000 in cash.
4. Change the payment method for the annual Board retainer from
approximately 50% cash and 50% stock to 100% stock.
5. Target the compensation package to place total director compensation at
the median of Campbell's Performance Peer Group, with opportunity for higher pay
for better performance in delivering total return to Shareowners.
6. Set the annual Board retainer at 1,200 shares of Campbell Stock, to be
adjusted for stock splits. The current Board retainer is $18,000 in cash and 400
shares of Campbell Stock.
7. Grant annually 1,000 stock options on Campbell Stock which will vest
cumulatively over three years at the rate of 30%, 60% and 100%, respectively on
the first three anniversaries of the grant date. Options will be adjusted for
stock splits.
The proposed changes will result in approximately 75% of total annual
director compensation consisting of equity. Campbell Stock closed at $48.625 on
September 18, 1995, on the New York Stock Exchange composite tape. At that price
the value of the grant of 1,200 shares to each of the 14 non-employee directors
would be $58,350 and the opportunity offered by 1,000 stock options (applying
the Black-Scholes option pricing model, see page 14 above) is valued at
approximately $15,000. The changes will serve to further align directors'
economic interests with those of shareowners and are necessary to maintain a
competitive director compensation package that will allow the Company to
attract, motivate and retain high caliber individuals to serve as directors.
CURRENT COMPENSATION COMPARED TO PROPOSED COMPENSATION
The following table displays all components of director compensation and
compares the current director compensation and benefits package to the proposed
package:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMPENSATION CURRENT PROPOSED
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
Annual Board retainer -- Stock component.......... 400 shares 1,200 shares
-- Cash component......... $18,000 None
- ------------------------------------------------------------------------------------------------
Annual Option Grant*.............................. None 1,000 options
- ------------------------------------------------------------------------------------------------
Annual Retainer for Committee Chair (does not $4,000 $4,000
apply to Executive Committee)..................
- ------------------------------------------------------------------------------------------------
Annual Retainer for Committee member.............. $2,500 None
- ------------------------------------------------------------------------------------------------
Board Attendance Fee (per meeting)................ $1,250 $1,250
- ------------------------------------------------------------------------------------------------
Committee Attendance Fee (per meeting)............ $1,000 $1,000
- ------------------------------------------------------------------------------------------------
BENEFITS
- ------------------------------------------------------------------------------------------------
Pension........................................... $35,700 None
(annual pension benefit)
- ------------------------------------------------------------------------------------------------
Medical Benefits.................................. $2,825 None
(Company contribution)
- ------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
* Options are to be granted at the market price on the grant date and may not be
repriced.
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<PAGE> 25
The Vice Chairman or lead director (who has never been an employee of the
Company) receives an additional annual retainer of $25,000 in cash. Directors
have the option to elect to receive Campbell Stock instead of any cash payments.
Directors who are employees (Mr. Johnson only) receive no remuneration for
service as Directors. Directors are reimbursed for actual travel costs.
BENEFITS
The Company's retirement plan for directors would be eliminated, effective
January 1, 1996, under the proposal. Under the retirement plan a director who
had served on the Board eight years received an annual cash benefit equal to the
annual Board retainer in effect at the time the director left the Board. In
calculating pension, the stock component of the Board retainer was valued as of
the most recent grant date. The benefit was payable for the SHORTER of (i) his
or her period of service as a non-employee director, or (ii) the remainder of
his or her lifetime. Such payments could not commence prior to the director's
attaining age 55. The annual pension payment for a director retiring in calendar
1995 is $35,700. If a director died before receiving payments equal to his or
her period of service, the remainder of such payments was made in a lump sum to
the director's named beneficiary. If the proposal is approved, the Board will
liquidate the benefits current directors have accrued under the retirement plan.
Directors have been eligible to participate in the Company's medical
benefits program for active employees, if not covered by another employer's
medical plan. Directors paid the same cost for coverage as a Company employee.
If the proposal is approved, this benefit would end on January 1, 1996.
OTHER PROGRAMS
Directors are covered by the Company's Business Travel Accident Insurance
which provides benefits in the event of death or injury while traveling on
Company business. The cost to the Company of such travel insurance is less than
$1 per person. As a component of the Company's strategic plan for charitable
giving, the Company matches on a $1 for $1 basis director contributions to
certain qualified educational institutions up to a maximum of $5,000 annually.
PROPOSED AMENDMENT
The proposed changes to make an outright grant of 1,200 shares of Campbell
Stock for the annual Board retainer and an annual grant of 1,000 stock options
requires an amendment to Section 7.1 of the Campbell Soup Company 1994 Long-Term
Incentive Plan ("1994 Plan"). The amendment must be approved by shareowners. The
1994 Plan was approved by Shareowners on November 17, 1994, and Section 7.1
currently provides for an award of 400 shares on January 1 of each year to each
non-employee director who is elected at the preceding Annual Meeting of
Shareowners. Section 7.2 provides that shares will be proportionately adjusted
to reflect stock splits and other extraordinary distribution of shares. The new
director compensation package would be effective January 1, 1996. Grants of
shares and options can be made under the 1994 Plan until it terminates on
November 17, 2004. Shares granted to directors are not subject to forfeiture.
Options vest cumulatively over three years at the rate of 30%, 60% and 100%,
respectively on the first three anniversaries of the grant date. A director who
is not initially elected at an Annual Meeting of Shareowners will receive a pro
rata portion of the 1,200 shares and 1,000 options at the time of election. If
Shareowners approve this proposal, Sections 7.1 and 7.2 of the 1994 Plan would
read as follows:
7.1 Award of Current Campbell Stock and Stock Options to
Non-Employee Directors. An award of 1,200 shares of Campbell Stock
and 1,000 Options (based on Company capitalization on November 16,
1995, and adjusted for any change in such capital structure pursuant
to Section 7.2) shall be made on January 1, 1996, to each non-employee
Director who is elected at the Annual Meeting of Shareowners on
November 16, 1995. Thereafter, awards of 1,200 shares of Campbell
Stock and 1,000 Options shall be made on January 1 of succeeding years
to each non-employee Director who is elected at subsequent Annual
Meetings of Shareowners. A non-employee Director who is not initially
elected at an Annual Meeting of Shareowners shall
22
<PAGE> 26
receive a pro rata portion of 1,200 shares of Campbell Stock and 1,000
Options within 10 business days of his or her election based on the
number of months remaining from date of election until the end of the
calendar year divided by twelve. Any fractional shares or Options
resulting from such calculation shall be rounded up to the nearest
whole number. Options will vest cumulatively over three years at the
rate of 30%, 60% and 100%, respectively on the first three
anniversaries of the grant date. The Option Price for the Options
granted each January 1, shall be the Fair Market Value of Campbell
Stock on the first business day after January 1 of each year. The
Option Price for the Options granted to a non-employee Director who is
not initially elected at an Annual Meeting of Shareowners shall be the
Fair Market Value of Campbell Stock on the effective date of his or
her initial election. If such date is not a business day, then the
Fair Market Value on the first business day following the effective
date shall be used.
7.2 Stock Split, Stock Dividend, or Extraordinary
Distribution. In the event the number of shares of Campbell Stock is
increased at any time after November 17, 1994, by a stock split, by
declaration by the Board of a dividend payable only in shares of such
stock, or by any other extraordinary distribution of shares, the
number of shares and Options granted pursuant to Section 7.1 shall be
proportionately adjusted.
The Amendment to Sections 7.1 and 7.2 requires the approval by a majority
of the votes cast at the meeting. The Compensation and Organization Committee's
independent consultant has confirmed that the Company's compensation package for
directors is comparable to that paid by companies which are competing with
Campbell for candidates. The Board has reviewed competitive data and believes
the proposed director compensation package is necessary to attract and motivate
qualified candidates to serve on your Board.
ITEM 3
RATIFICATION OF APPOINTMENT OF AUDITORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The proxy, unless otherwise directed thereon, will be voted for a
resolution ratifying action of the Board, upon the recommendation of its Audit
Committee, reappointing the firm of Price Waterhouse LLP ("Price Waterhouse")
Certified Public Accountants, as independent accountants to make an audit of the
accounts of the Company for fiscal 1996. Price Waterhouse has audited the
Company's books for many years. The names of the directors serving on the Audit
Committee are indicated on page 18, under the heading "Board Committees and
Meeting Attendance". The vote required for ratification is a majority of shares
voting. If the resolution is rejected, or if Price Waterhouse declines to act or
becomes incapable of acting, or if their employment is discontinued, the Board
will appoint other accountants whose continued employment after the 1996 Annual
Meeting of the Shareowners will be subject to ratification by the Shareowners.
Representatives of Price Waterhouse will be at the 1995 Annual Meeting to
make a statement if they desire to do so and to answer questions.
For fiscal 1995 Price Waterhouse also examined the separate financial
statements of certain of the Company's foreign subsidiaries and provided other
audit services to the Company in connection with Securities and Exchange
Commission filings, review of periodic financial statements and audits of
certain employee benefit plans.
23
<PAGE> 27
ITEM 4
SHAREOWNER PROPOSAL REGARDING
STOCK OPTIONS
Edward C. Peterson, holding 5,600 shares, has submitted the following
proposal. The Board of Directors opposes the proposal for the reasons set forth
below. Adoption of the proposal would require a majority of shares voting.
RESOLVED: "It is recommended that the Board of Directors seek rewards other than
stock options or stock appreciation rights for future employee incentive
compensation."
REASONS: "Stock options as a form of employee compensation may appear to be
something for nothing since they don't appear in the income statement, but they
dilute the stockholders' equity in a significant way. Even worse, their value
depends largely on the movement of the stock market, which in turn is driven
ever upward by permanent cheapening of the dollar, as are the financial results
of businesses. This process is quite unrelated to the progress of the individual
company or to the efforts of individual employees."
"Stock ownership by employees is desirable. It should be achieved by incentive
stock grants and employee stock purchase plans, not by tickets to gamble on a
mostly rising stock market."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
THE POSITION SET OUT IN THIS PROPOSAL WAS RESOUNDINGLY REJECTED BY
SHAREOWNERS LAST YEAR. At the 1994 annual meeting, Campbell shareowners voted by
an overwhelming margin (94% of the votes cast) to approve the use of stock
options as part of the incentive package for key employees of Campbell Soup
Company for the next ten years. Three of the five "major changes" approved by
the shareowners for the Company's long-term incentive plan specifically focused
on stock options as a central element of long-term compensation.
The Compensation and Organization Committee of your Board of Directors,
assisted by independent consultants, has extensively studied the use of stock
options as a part of incentive compensation. The Committee concluded that stock
options are not a panacea but that they have a valid role to play as one tool in
a mix of incentives.
Five considerations predominate in Campbell's decision to make use of stock
options:
-- First, stock options are highly effective in conveying a feeling of
participation in the enterprise. All available evidence shows that WHEN
KEY EMPLOYEES RECEIVE STOCK OPTIONS, THE EMPLOYEES' FEELING OF OWNERSHIP
AND PARTICIPATION IS SIGNIFICANTLY ENHANCED in comparison with employees
of businesses that do not use options.
-- Second, stock options are a necessary part of a competitive package of
executive compensation. ALL OF CAMPBELL'S U.S.-BASED COMPETITORS USE
STOCK OPTIONS.
-- Third, when key employees hold stock options, their personal wealth is
directly tied to the stock price. This is especially so at Campbell,
where THE TERMS OF THE STOCK OPTION PLAN PROHIBIT BELOW-MARKET GRANTS
AND PROHIBIT "REPRICING." Campbell employees who hold stock options
"walk in the shoes of the Shareowners" more than people who are paid
only in cash.
-- Fourth, USING STOCK OPTIONS MAKES BETTER USE OF THE COMPANY'S LIMITED
RESOURCES while offering the promise of higher reward for higher team
accomplishment.
-- Finally, CAMPBELL LEADS AMERICAN INDUSTRY IN ITS MANDATORY STOCK
OWNERSHIP REQUIREMENTS. These requirements encourage executives to buy
and hold stock rather than behave as short-term traders. Stock options
are a practical vehicle to enable key employees to buy and hold stock.
24
<PAGE> 28
The shareowner suggests that the Company's stock price is "quite unrelated
to the progress of the individual company... ." The Board agrees that IN THE
SHORT TERM, the Company's stock price may not relate closely to the Company's
performance. Stock options, however, are granted for ten-year periods. Over the
long term, the correlation between the performance of a business (versus
competition and versus peers) and its stock price in the public securities
markets is quite high.
The shareowner argues that stock options "dilute the stockholders' equity
in a significant way." As applied to Campbell, however, the argument is totally
misguided. THE COMPANY HAS A LONGSTANDING ANTI-DILUTION POLICY which requires
repurchase of sufficient shares to prevent dilution. Shares outstanding are
managed to stay below 250 million, subject to adjustment for stock splits or any
other extraordinary distribution of shares. Over the last ten years the number
of outstanding Campbell shares has decreased significantly despite annual grants
of stock options.
ITEM 5
SHAREOWNER PROPOSAL REGARDING
TERM LIMITS FOR DIRECTORS
Evelyn Y. Davis, holding 200 shares, has submitted the following proposal.
The Board of Directors opposes the proposal for the reasons set forth below.
Adoption of the proposal would require a majority of shares voting.
RESOLVED: "That the stockholders of Campbell Soup recommend that the Board take
the necessary steps so that future outside directors shall not serve for more
than six years."
REASONS: "The President of the U.S.A. has a term limit, so do Governors of many
states."
"Newer directors may bring in fresh outlooks and different approaches with
benefits to all shareholders."
"No director should be able to feel that his or her directorship is until
retirement."
"The Contract with America referred to term limits for members of Congress."
"If you AGREE, please mark your proxy FOR this resolution."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
As a trendsetter in shareowner-sensitive corporate governance, Campbell
Soup Company has given careful consideration to the idea of term limits for
directors. The Board has concluded that although the idea of term limits may be
appealing as applied to other situations, it would not be in the interests of
Campbell Shareowners to adopt rigid term limits.
In the first place, Campbell's experience teaches that MEMBERS OF OUR BOARD
WHO HAVE MORE THAN SIX YEARS' SERVICE OFFER AN INVALUABLE CORE OF KNOWLEDGE of
Campbell's businesses, leadership qualities, and challenges. Such individuals
render distinguished service to the Shareowners, among other things as proactive
leaders of key Board committees.
Second, as applied to Campbell, THE PROPOSAL WOULD HAVE THE PERVERSE RESULT
OF FORCING OFF THE BOARD THE INDIVIDUALS WHO HAVE THE LARGEST STAKE IN THE
SUCCESS OF THE ENTERPRISE. The individual members of the Board, particularly
those who are descendants of the founder of the Company, have a large ownership
stake in the Company.
We recognize that long service can, as intimated in the shareowner's
proposal, lead to complacency. It is at least as likely, however, to provide
valuable continuity, skill, and strategic insight for the business. To ensure
the latter course, your Board has established an effective Governance Committee
which is actively engaged in continuous improvement of the board, its processes,
and the skills of directors. The full Board stands for election annually, and
the Governance Committee formally reviews the full slate of
25
<PAGE> 29
candidates against written guidelines which set forth expectations for
directors' conduct. The aim is for vigilance to ensure primacy of Shareowner
interests.
SUBMISSION OF SHAREOWNER PROPOSALS
Under the rules of the Securities and Exchange Commission now in effect,
Shareowner proposals intended for inclusion in next year's Proxy Statement must
be directed to the Corporate Secretary at Campbell Place, Camden, New Jersey
08103-1799, and must be received by June 10, 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on September 18, 1995, the record date for the
meeting, there were outstanding and entitled to vote 248,439,373 shares of
Campbell Capital Stock, all of one class and each having one vote. The holders
of a majority of the shares outstanding and entitled to vote, present in person
or represented by proxy, constitute a quorum for the meeting.
PRINCIPAL SHAREOWNERS
Information concerning the owners of more than 5% of the outstanding
Campbell Capital Stock as of the record date for the meeting follows:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
- ------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Bennett Dorrance...................................... 26,283,636(1) 10.6%
DMB Associates,
4201 North 24th Street
Phoenix, AZ 85016
John T. Dorrance, III................................. 26,128,784 10.5%
N7776 Lyford Cay
Nassau, N.P. Bahamas
Mary Alice Malone..................................... 27,058,014(2) 10.9%
Iron Spring
Farm, R.D. #3,
Coatesville, PA 19320
Dorrance H. Hamilton, Charles H. Mott and
John A. van Beuren, Voting Trustees under the Major
Stockholders' Voting Trust dated as of June 2, 1990
("Voting Trust") and related persons.................. 31,826,682(3) 12.8%
25 Enterprise Center,
Suite 103, East Main Road,
Middletown, RI 02842.(5)
</TABLE>
- ---------------
(1) A director nominee. See note (c) on page 4.
(2) A director nominee. See note (f) on page 5.
(3) Mr. Mott is a director nominee. See note (g) on page 5. Includes 31,407,650
shares (12.6% of the outstanding shares) held by the Voting Trustees with
sole voting power and 419,032 shares held by participants outside the Voting
Trust or by persons related to them, for a total of 31,826,682 shares (12.8%
of the outstanding shares). Includes 14,697,377 shares (5.9% of the
outstanding shares) with sole dispositive power and 875,000 shares with
shared dispositive power held by Dorrance H. Hamilton, 200 Eagle Road, Suite
316, Wayne, PA 19087. Also includes 1,234,458 shares with shared dispositive
power held by Samuel M. V. Hamilton, Mrs. Hamilton's husband. Also includes
13,718,464 shares (5.5% of the outstanding shares) with sole dispositive
power and 243,784 shares with shared dispositive power held by Hope H. van
Beuren, wife of John A. van Beuren, 25 Enterprise Center, Suite 103, East
Main Road, Middletown, RI 02842. Mr. van Beuren also has shared dispositive
power over the same 243,784 shares. Also includes 1,005,384 shares held by
26
<PAGE> 30
Mr. van Beuren with shared dispositive power. Participants in the Voting
Trust have certain rights to withdraw shares deposited with the Voting
Trustees including the right to withdraw these shares prior to any annual or
special meeting of the Company's Shareowners. Dispositive power as used
above means the power to direct the sale of the shares; in some cases it
does not include the power to direct how the proceeds of sale can be used.
The Voting Trust was formed by certain descendants (and spouses, fiduciaries
and a related foundation) of the late Dr. John T. Dorrance, Sr. The
participants have indicated that they formed the Voting Trust as a vehicle
for acting together as to matters which may arise affecting the Company's
business, in order to obtain their objective of maximizing the value of
their shares.
The Trustees will act for participants in communications with the Company's
Board of Directors. Participants believe the Voting Trust may also
facilitate communications between the Board and the participants.
(5) Under the Voting Trust Agreement, all shares held by the Voting Trust will
be voted by the Trustees whose decision must be approved by at least two
Trustees if there are three Trustees then acting. In the event of a
disagreement among the Trustees designated by the family groups
participating in the Voting Trust, the shares of the minority may be
withdrawn. The Voting Trust continues for ten years from June 2, 1990,
unless it is sooner terminated or extended.
The foregoing information relating to Shareowners is based upon the
Company's stock records and data supplied to the Company by the holders as of
the record date for the meeting.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
The Company believes that during the preceding year its executive officers
and directors have complied with all Section 16 filing requirements with the
exception of two late reports. Brenda E. Edgerton, Vice President, did not
report until her year-end report on Form 5, transactions involving a loan and
intra-plan transfers in the Company's 401(k) plan of 126 shares. On February 8,
1995, John T. Dorrance, III reported in a late Form 4 filing that on March 31,
1994, his spouse bought 100 shares.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for action
at the meeting. If other matters come before the meeting, it is the intention of
the directors' proxy to vote on such matters in accordance with his best
judgment.
PROXIES AND VOTING AT THE MEETING
This statement and the accompanying proxy card are being mailed beginning
approximately on October 6, 1995, for solicitation of proxies by the Board of
Directors for the Annual Meeting of Shareowners of Campbell Soup Company called
to be held on November 16, 1995. The mailing address of the Company's World
Headquarters is Campbell Place, Camden, New Jersey 08103-1799.
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by Shareowners will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters.
This solicitation of proxies is made on behalf of the Board of Directors of
the Company with authorization of the Board, and the Company will bear the cost.
Copies of proxy solicitation material will be mailed to Shareowners, and
employees of the Company may communicate with Shareowners to solicit their
proxies. Brokers, banks and others holding stock in their names, or in names of
nominees, may request and forward copies of the proxy solicitation material to
beneficial owners and seek authority for execution of proxies, and the Company
will reimburse them for their expenses in so doing at the rates approved by the
New York Stock Exchange.
27
<PAGE> 31
When a proxy is returned properly dated and signed, the shares represented
thereby, including any shares held under the Company's Dividend Reinvestment
Plan, will be voted by the person named as the directors' proxy in accordance
with each Shareowner's directions. Proxies will also be considered to be
confidential voting instructions to the applicable Trustee with respect to
shares held in accounts under the Campbell Soup Company Savings and 401(k) Plan
for Salaried Employees, the Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees, the Campbell Soup Company Employee Savings and Stock
Bonus Plan, and the Campbell Soup Company Ltd Employee Savings and Stock Bonus
Plan. If participants in these Plans are also Shareowners of record under the
same account information, they will receive a single proxy which represents all
shares. If the account information is different, then the participants will
receive separate proxies.
Shareowners are urged to specify their choices by marking the appropriate
boxes on the enclosed proxy card. If a proxy card is dated, signed and returned
without specifying choices, the shares will be voted as recommended by the
directors (or, in the case of participants in the Plans referred to above, may
be voted at the discretion of the applicable Trustee).
A Shareowner giving a proxy may revoke it by notifying the Corporate
Secretary in writing any time before it is voted. If a Shareowner wishes to give
a proxy to someone other than the directors' proxy, all three names appearing on
the enclosed proxy may be crossed out and the name of another person inserted.
The signed proxy card must be presented at the meeting by the person
representing the Shareowner.
Each Shareowner who plans to attend the meeting in person is requested to
so indicate in the space provided on the proxy card. The Company will then be
able to mail an admission card to the Shareowner in advance of the meeting.
Shareowners who do not have admission cards will need to register at the door.
INFORMATION ABOUT ATTENDING THE MEETING
The Annual Meeting of Shareowners will be held this year in the
Blockbuster-Sony Entertainment Centre at the Waterfront (E-Centre), 1 Harbour
Boulevard, Camden, New Jersey. A map showing the meeting location and written
directions appear at the back of this booklet.
Free van service will be provided from the Amtrak Passenger Station at 30th
and Market Streets in Philadelphia to the E-Centre for those Shareowners
arriving by train. The vans will leave the Amtrak Passenger Station (east side
exit near the War Memorial) at ten minute intervals between 9:15 a.m. and 9:45
a.m. and return following the Annual Meeting.
To obtain an admission ticket by mail in advance and avoid registration
lines at the door, simply indicate that you plan to attend the meeting by
marking the appropriate box on the proxy card and return it in the envelope
provided. If you plan to use the van service, you should also mark that box on
the proxy card. If you do not wish to send the proxy card, you may obtain an
admission card and use the van service by sending a written request in the
envelope. Shareowners who do not have admission cards will need to register at
the door.
IF YOU DO NOT OWN SHARES IN YOUR OWN NAME, YOU SHOULD HAVE YOUR BROKER OR
AGENT IN WHOSE NAME THE SHARES ARE REGISTERED CALL (609) 342-6122, FAX (609)
342-3889, OR WRITE TO THE OFFICE OF THE CORPORATE SECRETARY AT CAMPBELL PLACE,
CAMDEN, NJ, 08103-1799 TO REQUEST A TICKET BEFORE NOVEMBER 4, 1995. OTHERWISE
YOU MUST BRING PROOF OF OWNERSHIP (E.G. BROKER'S STATEMENT) IN ORDER TO BE
ADMITTED DURING THE DAY OF THE MEETING.
We cannot issue admission tickets to guests of Shareowners because there is
only enough seating capacity for the large number of Shareowners who attend the
meeting. Please note that the doors to the meeting room at the E-Centre will not
be open for admission until 9:30 a.m.
28
<PAGE> 32
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE FILL OUT, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
By order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
Camden, New Jersey
October 6, 1995
NOTE: Shareowners may receive a copy of the Company's annual Form 10-K
report, without charge, by writing to Investor Relations, Campbell Soup Company,
Campbell Place, Camden, NJ 08103-1799 or by calling 1-800-909-SOUP.
29
<PAGE> 33
DIRECTIONS TO BLOCKBUSTER
SONY ENTERTAINMENT CENTRE
FROM BEN FRANKLIN BRIDGE:
Take Rte. 676 to Exit 5B -- Market Street. Follow the Star* along Market Street
to Delaware Avenue and turn left. The parking lots for the Entertainment Center
will be on your left across from the Entertainment Centre.
FROM THE WALT WHITMAN BRIDGE:
Take the first exit, Rte. 676 North, down to exit 5A (Mickle Blvd.). Follow the
Star* along Mickle Boulevard to the Entertainment Centre.
FROM RTE. 295:
Take Rte. 295, North or South, to Rte. 42 North. Follow 42 North to Rte. 676 and
take exit 5A (Mickle Blvd.). Follow the Star* to the Entertainment Centre.
FROM TACONY PALMYRA BRIDGE (VIA 130 SOUTH AND RTE. 30 ADMIRAL WILSON BLVD.):
Stay on 73 South after crossing the bridge. Exit onto Rte. 130 South and go to
the traffic circle (Airport Circle). Pick up Rte. 30 (Admiral Wilson Blvd.) and
take the exit for Campbell Place. Follow this exit around to Mickle Boulevard
and look for the Star* to the Entertainment Centre.
FROM BETSY ROSS BRIDGE:
Take the exit for 130 South and follow directions from Admiral Wilson Blvd.
above.
FROM THE NEW JERSEY TURNPIKE:
Take Exit 4 from the Turnpike and exit onto Rte. 73 North. Drive 1/2 mile to
Rte. 295 South. Follow signs to Rte. 676 North. Stay on Rte. 676 to Exit 5A
(Mickle Blvd.) Follow the Star* to the Entertainment Centre.
FROM THE ATLANTIC CITY EXPRESSWAY:
Follow the signs to Rte. 676 North along the Expressway and Rte. 42 North. Take
Exit 5A (Mickle Blvd.) off of Rte. 676 and follow the Star* to the Entertainment
Centre.
FROM THE GARDEN STATE PARKWAY:
IN SOUTH JERSEY, take the Garden State Parkway to the Atlantic City Expressway,
and follow directions from the Atlantic City Expressway.
FROM NORTH JERSEY, take the Parkway to Rte. 195 West to the New Jersey Turnpike.
Take Exit 4 from the NJ Turnpike to Rte. 73 North. Drive 1/2 mile to Rte. 295
South. Follow signs to Rte. 676 North. Take Rte. 676 to Exit 5A (Mickle Blvd.).
Follow the Star* along Mickle Blvd. to the Entertainment Centre.
FROM DELAWARE AND POINTS SOUTH:
Due to construction on the Walt Whitman Bridge, the Delaware River Port
Authority recommends using Rte. 95 North to the Commodore Barry Bridge. Take
Rte. 295 North to Rte. 42 to Rte. 676. Follow Rte. 676 North to Exit 5A (Mickle
Blvd.). Then follow the Star* along Mickle Blvd. to the Entertainment Centre.
<PAGE> 34
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<PAGE> 35
BLOCKBUSTER - SONY ENTERTAINMENT
CENTRE AT THE WATERFRONT
1 Harbour Boulevard, Camden, N.J. 08102 (609) 365-1300
[MAP]
(On the printed version of the Proxy Statement is a map showing directions to
the Blockbuster - Sony Entertainment Centre at the Waterfront in Camden, New
Jersey.)
<PAGE> 36
CAMPBELL SOUP COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 16, 1995
PROXY
The undersigned hereby appoints David W. Johnson, or, in his absence, John M.
Coleman, or, in the absence of both of them, John J. Furey, and each or any of
them, proxies with full power of substitution in each, to vote all shares the
undersigned is entitled to vote, including any shares held under the Dividend
Reinvestment Plan, at the Annual Meeting of Shareowners of Campbell Soup Company
to be held at the Blockbuster-Sony Music Entertainment Centre at the
Waterfront, 1 Harbour Boulevard, Camden, New Jersey, at 10:30 a.m. and at any
adjournments thereof, on all matters coming before the meeting, including the
proposals referred to on the reverse side hereof. If the undersigned is a
participant in one of the Campbell Soup Company Savings and 401(k) Plans or in
the Campbel Soup Company Employee Savings and Stock Bonus Plan or in the
Campbell Soup Company Ltd Employee Savings and Stock Bonus Plan (any of such
plans, a "Savings Plan"), then the undersigned hereby directs the respective
trustee of the applicable Savings Plan to vote all shares of Campbell Soup
Company Capital Stock in the undersigned's Savings Plan account at the
aforesaid Annual Meeting and at any adjournments thereof, on all matters coming
before the meeting, including the proposals referred to on the reverse side
hereof.
<TABLE>
<S> <C>
(Change of Address/Comments)
1. ELECTION OF DIRECTORS -----------------------------------------------
Nominees: Alva A. App, Edmund M. Carpenter, Bennett Dorrance, Thomas W.
Field, Jr., David W. Johnson, David K.P. Li, Philip E. Lippincott, Mary Alice -----------------------------------------------
Malone, Charles H. Mott, Ralph A. Pfeiffer, Jr., George M. Sherman, Donald M.
Stewart, George Strawbridge, Jr., Robert J. Vlasic and Charlotte C. Weber. -----------------------------------------------
Directors recommend a vote FOR
-----------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side
of the card)
</TABLE>
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE MARKED. PLEASE RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
SEE REVERSE
SIDE
CAMPBELL SOUP COMPANY
ANNUAL MEETING OF SHAREOWNERS
NOVEMBER 16, 1995
10:30 A.M.
BLOCKBUSTER-SONY ENTERTAINMENT CENTRE
AT THE WATERFRONT
1 HARBOUR BOULEVARD
CAMDEN, NJ
<PAGE> 37
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
YOUR SHARES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS (OR,
IN THE CASE OF SHARES HELD IN A SAVINGS PLAN, WILL BE VOTED AT THE DISCRETION OF
THE TRUSTEE) UNLESS YOU OTHERWISE INDICATE IN WHICH CASE THEY WILL BE VOTED
AS MARKED.
<TABLE>
<CAPTION>
THE BOARD RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3. THE BOARD RECOMMENDS A VOTE AGAINST ITEMS 4 AND 5.
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 4. Shareowner Proposal: / / / / / /
Directors / / / / Stock Options
(see reverse)
5. Shareowner Proposal: / / / / / /
Term Limits for
Directors
</TABLE>
FOR, except vote withheld from the following nominee(s):
- ----------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Amend the 1994 Long-Term
Incentive Plan: / / / / / /
Director Compensation
3. Ratification of Appointment
of Auditors / / / / / /
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
MARK THIS BOX TO Mark this box if Change of
OBTAIN A TICKET OF / / you plan to use / / address: Mark / /
ADMISSION TO THE the van service. this box and see
MEEITNG. the reverse side.
</TABLE>
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.
-----------------------------------
-----------------------------------
SIGNATURE(S) DATE
]FOLD AND DETACH HERE[
[TWO PICTURES OF A COOKBOOK APPEAR HERE.]
