<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))
[ ] Definitive Proxy Statement
[x] 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] No fee required.
[ ] 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:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[Campbell Soup Company Logo]
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
OCTOBER 9, 1998
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
THURSDAY, NOVEMBER 19, 1998
11:00 A.M., EASTERN TIME
NAZARETH HALL
21211 WEST RIVER ROAD
GRAND RAPIDS, OH 43522
AGENDA
1. ELECT DIRECTORS.
2. RATIFY APPOINTMENT OF AUDITORS.
3. ACT UPON A SHAREOWNER PROPOSAL.
4. TRANSACT ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.
Shareowners of record at the close of business on September 21, 1998, will
be entitled to vote.
Your vote is important. Kindly, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENVELOPE PROVIDED OR VOTE BY PHONE OR THE INTERNET (see instructions
on proxy card), in order that as many shares as possible will be represented.
By order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
IMPORTANT
Please note that a ticket is required for admission to the meeting. If you
plan to attend and shares are registered in your name as of September 21, 1998,
please check the appropriate box on your proxy card or when voting on the
Internet or indicate when prompted if voting by telephone. A ticket of admission
will be forwarded to you. If your shares are held in the name of a broker or
other nominee, please follow the instructions on page 27 to obtain an admission
ticket.
<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...... 5
Security Ownership of Certain Beneficial Owners............. 6
Director Attendance......................................... 8
Director Compensation....................................... 8
Board Committees............................................ 9
Corporate Governance........................................ 11
Compensation of Executive Officers.......................... 15
-- Compensation and Organization Committee Report on
Executive Compensation.................................. 15
-- Compensation and Organization Committee Interlocks and
Insider Participation................................... 19
-- Summary Compensation Table.............................. 20
-- Option Grants in Fiscal 1998............................ 21
-- Aggregated Option Exercises in Fiscal 1998 and Fiscal
Year-End Option Values.................................. 21
-- Return to Shareowners Performance Graph................. 22
-- Pension Plans........................................... 22
-- Termination Arrangements................................ 23
* Item 2 -- Ratification of Appointment of Auditors........... 24
* Item 3 -- Shareowner Proposal............................... 24
Submission of Shareowner Proposals.......................... 25
Directors and Officers Stock Ownership Reports.............. 25
Other Matters............................................... 25
Proxies and Voting at the Meeting........................... 26
Information About Attending the Meeting..................... 27
</TABLE>
- ------------------
* Denotes items to be voted on at the meeting.
NOTE: Shareowners may receive a copy of the Company's annual Form 10-K
report, without charge, by:
(1) writing to Investor Relations, Campbell Soup Company, Campbell Place,
Camden, NJ 08103-1799;
(2) calling 1-800-909-SOUP (1-800-909-7687); or
(3) leaving a message on Campbell's home page at http://www.campbellsoup.com.
<PAGE> 4
ITEM 1
ELECTION OF DIRECTORS
THE 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 sixteen. 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.
Management knows of no reason why any nominee shall be unable or unwilling to
serve.
The following table sets forth certain information concerning the nominees
at September 21, 1998:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
(1) Retired Senior Scientific Adviser to the 66 1986
Alva A. App United Nations Development Programme.
(1) Senior Managing Director of Clayton 56 1990
Edmund M. Carpenter Dubilier & Rice since March 1997. Former
Chairman and Chief Executive Officer of General
Signal Corporation.
(2) Director of Dana Corporation and Texaco,
Inc.
(1) Private investor and Chairman and Managing 52 1989
Bennett Dorrance Director of DMB Associates in Phoenix, Arizona.
(2) Director of Bank One Corporation.
</TABLE>
1
<PAGE> 5
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
(1) Management Consultant, Field & Associates. 64 1987
Thomas W. Field, Jr. Former Chairman and Chief Executive Officer of
ABCO Foods, Inc. Previously Chairman, President
and Chief Executive Officer of McKesson
Corporation.
(2) Director of Maxicare Health Plans, Inc. and
Stater Brothers Holdings.
(1) President of GTE Corporation since 1995. 54 1996
Kent B. Foster Previously Vice Chairman and President,
Telephone Operations, GTE Corporation.
(2) Director of GTE Corporation, J. C. Penny
Company, Inc. and New York Life Insurance
Company.
(1) Chairman and Chief Executive Officer of 59 1996
Harvey Golub American Express Company since 1993. Previously
Vice Chairman of American Express Company and
Chief Executive Officer of American Express
Financial Advisors.
(2) Director of American Express Company and
Dow Jones & Company, Inc.
(1) Chairman of Campbell Soup Company since 66 1990
David W. Johnson 1993. Previously President and Chief Executive
Officer of Campbell Soup Company. Previously
Chairman, President and Chief Executive Officer
of Gerber Products Company.
(2) Director of Colgate-Palmolive Company and
Duane Reade, Inc.
(1) Chairman and Chief Executive of The Bank of 59 1995
David K. P. Li East Asia, Limited since 1991.
(2) Director of Dow Jones & Company, Inc., Hong
Kong Telecommunications, Ltd., The Bank of East
Asia, Limited, The Hong Kong & China Gas
Company Limited and Sime Darby Hong Kong
Limited.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
(1) Retired Chairman and Chief Executive 62 1984
Philip E. Lippincott Officer of Scott Paper Company.
(2) Director of Exxon Corporation. Trustee of
The Penn Mutual Life Insurance Company.
(1) Private investor and President of Iron 48 1990
Mary Alice Malone Spring Farm, Inc.
(1) President and Chief Executive Officer of 49 1997
Dale F. Morrison Campbell Soup Company since July 15, 1997.
Previously Senior Vice President of Campbell
Soup Company and President of International and
Specialty Foods Division (1996-1997); Vice
President of Campbell Soup Company and
President of Pepperidge Farm (1995-1996);
President-Frito Lay North (1994-1995); and Vice
President-Marketing and Sales, Frito Lay
Central Division (1993-1994).
(1) President and Chief Executive Officer of 66 1990
Charles H. Mott John W. Bristol & Co., Inc., an investment
management firm.
(1) President and Chief Executive Officer of 57 1995
George M. Sherman Danaher Corporation since 1990.
(2) Director of Danaher Corporation.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
(1) President and Chief Executive Officer of 60 1992
Donald M. Stewart The College Board since 1987.
(2) Director of Principal Financial Group and
The New York Times Company.
(1) Private investor. 60 1988
George Strawbridge, Jr. (2) Director of Buffalo Sabres of the National
Hockey League.
(1) Private investor and President and Chief 55 1990
Charlotte C. Weber Executive Officer of Live Oak Stud and Live Oak
Properties.
</TABLE>
4
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership
of Campbell's Capital Stock, as of September 21, 1998, of each Director, the
Company's six most highly compensated Executive Officers and the Directors and
Executive Officers as a group, and also sets forth Campbell stock units credited
to the individual's deferred compensation account. The account reflects the
election of the individuals to defer previously earned compensation and pending
awards of restricted performance stock into Campbell stock units. The
individuals are fully at risk as to the price of Campbell stock in their
deferred stock accounts. Additional stock units are credited to the accounts to
reflect accrual of dividends. The stock units do not carry any voting rights.
Unrestricted deferred Campbell stock units are included in calculating the
Company required stock ownership for directors and executives.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
AGGREGATE NUMBER TOTAL NUMBER OF
OF SHARES CAMPBELL STOCK SHARES AND
NAME BENEFICIALLY OWNED(a) DEFERRED DEFERRED STOCK
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alva A. App 11,345(b) 11,429 22,774
- ------------------------------------------------------------------------------------------------------------
Edmund M. Carpenter 11,059 6,663 17,722
- ------------------------------------------------------------------------------------------------------------
Bennett Dorrance 52,571,629(c) 4,886 52,576,515
- ------------------------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 34,437 19,914 54,351
- ------------------------------------------------------------------------------------------------------------
Kent B. Foster 924 6,809 7,733
- ------------------------------------------------------------------------------------------------------------
Harvey Golub 4,842 6,443 11,285
- ------------------------------------------------------------------------------------------------------------
David W. Johnson 1,544,709(d) 1,366 1,546,075
- ------------------------------------------------------------------------------------------------------------
David K. P. Li 8,225 8,491 16,716
- ------------------------------------------------------------------------------------------------------------
Philip E. Lippincott 15,557 3,895 19,452
- ------------------------------------------------------------------------------------------------------------
Mary Alice Malone 54,120,385(e) 6,219 54,126,604
- ------------------------------------------------------------------------------------------------------------
Dale F. Morrison 197,791 166,565 364,356
- ------------------------------------------------------------------------------------------------------------
Charles H. Mott 60,831,379(f) 9,785 60,841,164
- ------------------------------------------------------------------------------------------------------------
George M. Sherman 4,425 10,223 14,648
- ------------------------------------------------------------------------------------------------------------
Donald M. Stewart 8,757 4,202 12,959
- ------------------------------------------------------------------------------------------------------------
George Strawbridge, Jr. 8,206,827(g) 3,265 8,210,092
- ------------------------------------------------------------------------------------------------------------
Charlotte C. Weber 22,133,497(h) 3,485 22,136,982
- ------------------------------------------------------------------------------------------------------------
Basil L. Anderson 187,422 75,164 262,586
- ------------------------------------------------------------------------------------------------------------
F. Martin Thrasher 138,268 68,532 206,800
- ------------------------------------------------------------------------------------------------------------
Robert Subin 237,382 100,990 338,372
- ------------------------------------------------------------------------------------------------------------
James R. Kirk 213,729 84,844 298,573
- ------------------------------------------------------------------------------------------------------------
Mark M. Leckie 7,301 26,744 34,045
- ------------------------------------------------------------------------------------------------------------
All directors and executive officers
(13) as a group 201,109,072 814,682 201,923,754
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The shares shown include 1,861,798 shares of Capital Stock with respect to
which Directors and Executive Officers have a right, as of November 21,
1998, to acquire beneficial ownership because of vested stock options. All
persons listed own less than 1% of the company's outstanding shares of
Capital Stock, except:
<TABLE>
<CAPTION>
% OF OUTSTANDING
SHARES
----------------
<S> <C>
Bennett Dorrance 11.8%
Mary Alice Malone 12.1%
Charles H. Mott 13.6%
George Strawbridge, Jr. 1.8%
Charlotte C. Weber 4.9%
</TABLE>
All Directors & Executive Officers (13 persons) as a group own 45.1% of
outstanding shares.
5
<PAGE> 9
(b) Share ownership shown does not include 468 shares held by Alva App's wife,
as to which he disclaims beneficial ownership.
(c) Bennett Dorrance is a grandson of John T. Dorrance, the brother of Mary
Alice Malone, and a cousin of George Strawbridge and Charlotte C. Weber.
Share ownership shown does not include 306,944 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 491,188
shares held as guardian for one of his children nor 491,232 shares held as
trustee for one of his children, as to which shares he disclaims beneficial
ownership. Reference is also made to "Principal Shareowners." Does not
include 450,700 shares held by the Dorrance Family Foundation.
(d) Share ownership shown does not include 8,000 shares held by David Johnson's
spouse, as to which he disclaims beneficial ownership.
(e) Mary Alice Malone is a granddaughter of John T. Dorrance. Share ownership
shown does not include 306,944 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 29,108 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."
(f) Share ownership shown for Charles Mott includes 60,806,900 shares held by
the Voting Trust over which he, as a Trustee, has shared voting power.
Reference is also made to "Principal Shareowners." In September 1990 the
Trustees of the Voting Trust requested the Company's Governance Committee
to nominate Charles Mott as a candidate for election as a director.
(g) George Strawbridge is a grandson of John T. Dorrance and a cousin of
Charlotte Weber. Share ownership shown does not include 12,543,846 shares
held by various trusts, of which he is a trustee, for the benefit of his
sister, as to which shares he disclaims beneficial ownership. Does not
include 2,374,944 shares held by trusts for the benefit of his descendants
as to which shares he disclaims beneficial ownership.
(h) Charlotte Weber is a granddaughter of John T. Dorrance. Share ownership
shown includes 22,052,192 shares held by two trusts of which she is a
co-trustee and 68,948 shares held by a foundation of which she is also a
co-trustee, for all of which she has shared voting and dispositive power.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on September 21, 1998, the record date for the
meeting, there were outstanding and entitled to vote 445,585,204 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.......................................... 52,571,629 Note (1) 11.8%
DMB Associates,
4201 North 24th Street,
Suite 120
Phoenix, AZ 85016
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
------------ -------------------- -----------
<S> <C> <C>
Mary Alice Malone......................................... 54,120,385 Note (2) 12.1%
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,..................... 61,547,126 Note (3) 13.8%
P. O. Box 4098
Middletown, RI 02842
Note (4)
</TABLE>
- ---------------
(1) A director nominee. See note (c) on page 6.
(2) A director nominee. See note (e) on page 6.
(3) Charles Mott is a director nominee. See note (f) on page 6. Includes
60,806,900 shares (13.6% of the outstanding shares) held by the Voting
Trustees with sole voting power and 740,226 shares held by participants
outside the Voting Trust or by persons related to them, for a total of
61,547,126 shares (13.8% of the outstanding shares). Includes (i) 29,498,350
shares (6.6% of the outstanding shares) with sole dispositive power held by
the Dorrance H. Hamilton Trust, of which Mrs. Hamilton is the sole trustee,
200 Eagle Road, Suite 316, Wayne, PA 19087, and (ii) 6,756,788 shares with
sole dispositive power held by Hope H. van Beuren and 6,720,000 shares with
sole dispositive power held by her husband, John A. van Beuren, P.O. Box
4098, Middletown, RI 02842. John and Hope van Beuren also hold 14,005,568
shares with shared dispositive power, including shares held by a family
partnership. In addition John van Beuren holds 2,010,768 shares 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 John T. Dorrance. 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.
(4) 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.
7
<PAGE> 11
DIRECTOR ATTENDANCE
During fiscal 1998 (ended August 2), the Board of Directors met eight
times, seven regular meetings and one special meeting. Directors meet their
responsibilities not only by attending Board and Committee meetings but also
through communication with the Chairman, the Chief Executive Officer and other
members of management on matters affecting the Company. All directors attended
at least 75% of scheduled Board meetings and meetings held by Committees of
which they were members, except Messrs. Golub and Li who attended 73%.
DIRECTOR COMPENSATION
The following table displays all components of director compensation:
COMPENSATION
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------------------------
Annual Board Retainer* 2,400 shares of Campbell stock
- ---------------------------------------------------------------------------------------------
Annual Option Grant** 2,000 options
- ---------------------------------------------------------------------------------------------
Annual Retainer for Committee Chair $4,000
- ---------------------------------------------------------------------------------------------
Board Attendance Fee (per in person meeting) $1,250
- ---------------------------------------------------------------------------------------------
Board Attendance Fee (per conference call meeting) $625
- ---------------------------------------------------------------------------------------------
Committee Attendance Fee (per in person meeting) $1,000
- ---------------------------------------------------------------------------------------------
Committee Attendance Fee (per conference call meeting) $500
- ---------------------------------------------------------------------------------------------
</TABLE>
- ------------------
* Campbell shares are issued and options are granted to each director on
January 1 of each year.
** Options granted on January 1, 1998, have an exercise price of $53.85. Options
are granted at the market price on the grant date and may not be repriced.
David Johnson, who was the non-executive Chairman during all of fiscal
1998, received an annual retainer of $750,000 and a discretionary bonus of
$750,000 approved by the Board of Directors. In fiscal 1998, Mr. Johnson
continued to participate in all the Company benefit plans and programs. Mr.
Johnson did not receive any other compensation for service as a Director. Dale
Morrison received no remuneration for service as a Director. Directors have the
option to elect to receive Campbell stock instead of any cash payments and to
defer all or a portion of compensation. Directors are reimbursed for actual
travel costs.
BENEFITS
The Company does not provide pensions, medical benefits, or other benefit
programs to non-employee directors.
8
<PAGE> 12
BOARD COMMITTEES
Pursuant to the By-Laws, the Board had established five standing committees
as of the record date. The Company has Audit, Compensation and Organization,
Executive, Finance and Corporate Development, and Governance Committees of its
Board of Directors. Membership as of the record date was as follows:
<TABLE>
<CAPTION>
COMPENSATION
AUDIT AND ORGANIZATION EXECUTIVE
- ----- ---------------- ---------
<S> <C> <C>
G.M. Sherman, Chair P.E. Lippincott, Chair D.W. Johnson, Chair
A. A. App E.M. Carpenter A.A. App
K. B. Foster T.W. Field, Jr. B. Dorrance
H. Golub H. Golub T.W. Field, Jr.
M.A. Malone M.A. Malone P.E. Lippincott
D.M. Stewart G. Strawbridge, Jr. D. F. Morrison
C.C. Weber C.C. Weber G. Strawbridge, Jr.
</TABLE>
<TABLE>
<CAPTION>
FINANCE AND
CORPORATE DEVELOPMENT GOVERNANCE
- --------------------- ----------
<S> <C> <C>
C.H. Mott, Co-Chair G. Strawbridge, Jr., Chair
B. Dorrance, Co-Chair A.A. App
E. M. Carpenter B. Dorrance
D.K.P. Li T. W. Field, Jr.
P.E. Lippincott K.B. Foster
D. F. Morrison C.H. Mott
G.M. Sherman
D.M. Stewart
</TABLE>
AUDIT COMMITTEE 4 meetings in fiscal 1998
-- 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 7 meetings in fiscal 1998
-- 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;
-- 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;
9
<PAGE> 13
-- Reviews, prior to becoming effective, any major organization change that
the Chief Executive Officer intends to implement; and
-- Reviews executive organization and principal programs for executive
development, and annually reports to the Board on management development
and succession planning.
EXECUTIVE COMMITTEE No meetings in fiscal 1998
-- 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 7 meetings in fiscal 1998
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 budget and capital expenditure program;
-- Acquisitions, divestitures, joint ventures, partnerships or combination
of business interests;
-- Proposed appointments to the Administrative Committee of the pension
plans; and
-- Proposed amendments to the Company's retirement and pension plans.
Oversees policies and practices relating to the Company's retirement and
pension plans and monitors the administration of the Company's retirement and
pension plans.
GOVERNANCE COMMITTEE 6 meetings in fiscal 1998
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 Chairman of the Board;
-- Chairpersons and members for appointment to the Board Committees;
-- Remuneration for Board members who are not employees; and
-- The role and effectiveness of the Board, the respective Board Committees
and the Directors 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.
Actions taken by any of the foregoing committees are reported to the Board
and the Board receives a copy of the minutes of all Committee meetings. On
November 19, 1997, in conjunction with the annual appointment of Committee
members, the Board eliminated the Retirement Committee and assigned its duties
to the Finance and Corporate Development Committee. The Board concluded that a
separate Committee was not needed to oversee the pension assets and policies.
10
<PAGE> 14
CORPORATE GOVERNANCE
The Board of Directors is responsible for the control and direction of the
Company. It represents and is accountable to the shareowners. The Board's prime
purpose is to build long-term shareowner wealth.
Corporate governance is designed to drive superior performance of the
Company by making the most effective use of the collective skills and experience
of directors. Campbell believes that good governance is a source of competitive
advantage.
CORPORATE GOVERNANCE STANDARDS
Campbell first published Corporate Governance Standards in its proxy in
1992. The Standards are reviewed annually by the Board and revised, if
necessary. In conjunction with the review in 1998, the Board reorganized the
Standards into five sections to highlight the areas of emphasis and focus.
I. BOARD PERFORMANCE
1. All directors will stand for election every year.
2. Directors are required to own at least 2,000 Campbell shares within one
year of election, and 6,000 shares within three years of election.
3. Directors will operate in accordance with the Requirements of Directors
(printed at page 13, below).
4. The Governance Committee will conduct annual evaluations of the Board's
effectiveness, and report the results to shareowners in the proxy
statement. (In 1998, the Board evaluation process focused on individual
director performance. See "Evaluations of Board Performance" at pages
13-15, below).
II. BOARD COMPOSITION
5. The Board believes that, as a general rule, former Campbell executives
should not serve on the Board.
6. 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.)
7. Directors may not stand for reelection after age 70.
8. The Audit, Compensation and Organization and Governance Committees will
consist entirely of independent directors. For this purpose, an
"independent" director is one who has 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.
9. Committee members will be appointed by the Board.
10. When the CEO also holds the position of Chairman of the Board, the
Chairman of the Governance Committee will serve as the Lead Director.
III. BUSINESS OPERATIONS
11. The Board will annually review and approve a long-term strategic plan
and a one-year operating plan that reflects strategic plan milestones.
12. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors that are not attended by the CEO. See
"CEO Compensation and Evaluation" at page 18-19, below.
11
<PAGE> 15
13. The CEO will report annually to the Compensation and Organization
Committee and to the Board on the Company's management development and
planning for executive succession. The Compensation and Organization
Committee will review and annually report to the Board on the
effectiveness of these processes.
14. In advance of Board and Committee meetings, directors will receive
appropriate materials relating to the items to be acted upon at those
meetings.
IV. EXECUTIVE COMPENSATION
15. Incentive compensation plans for executives shall link pay directly and
objectively to measured financial goals set in advance by the
Compensation and Organization Committee. (See "Compensation and
Organization Committee's Report on Executive Compensation" at pages
15-19, below.).
16. By express terms of the shareowner-approved incentive plan, stock
options may not be repriced. The exercise price for options will not be
reduced even if the current market price of the stock is below the
exercise price.
17. All executives (approximately 300 persons) must buy and hold Campbell
stock valued at one-half to seven times base salary, depending on their
positions. Restricted stock and options, including vested stock
options, shall not count toward the satisfaction of this requirement.
V. SHAREOWNERS
18. The Company does not have a poison pill, staggered board, or similar
anti-takeover devices because it believes that the way to remain
independent is by means of superior performance in building shareowner
wealth.
19. All shareowners have equal voting rights.
20. The Board will develop, approve and annually review Corporate
Governance Standards that are distributed each year to shareowners in
the proxy statement.
12
<PAGE> 16
REQUIREMENTS OF MANAGEMENT AND DIRECTORS
In order to declare clear expectations of performance, in 1995 the Board
adopted and distributed to shareowners in the proxy statement the specific
requirements of management and directors set forth below.
<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 -- Develop and maintain a sound
understanding of Campbell's strategies
and businesses
-- Provide 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
-- Maintain sound organizational structure -- Carefully study Board materials and
issues
-- Inform the Board regularly regarding the -- Provide active, objective and
status of key initiatives constructive participation at meetings
of Board and committees
-- No surprises -- Provide assistance in representing
Campbell to the outside world
-- Organize Board meetings which are well- -- Counsel on corporate issues
planned, allow meaningful participation
and provide for timely resolution of
issues
-- Provide Board materials which contain -- Develop and maintain a good
the right amount of information and are understanding of general economic trends
received sufficiently in advance of and corporate governance
meetings
</TABLE>
EVALUATIONS OF BOARD PERFORMANCE
1. FULL BOARD EVALUATION
Since 1995, the Board's Governance Committee has led annual evaluations of
Board performance. The evaluation process is designed to facilitate ongoing,
systematic examination of the Board's effectiveness and accountability, and to
identify opportunities for improving its operations and procedures.
In 1995 and 1997, evaluations were conducted to assess performance by the
Board as a whole in sixteen principal areas, and the results reported to
shareowners in the proxies for those years. The evaluation criteria measured
such aspects of Board performance as the following:
-- knowledge and understanding of the Company's vision and its operating
and strategic plans
-- involvement in major business policies and decisions
-- use of time for in-depth strategic business presentations and
discussions
-- oversight of the Company's annual capital and operating budgets, income
statement, balance sheet and cash flow
-- attention to performance of peer companies
-- oversight of the performance of the CEO and senior officers, and of
executive compensation relative to performance
13
<PAGE> 17
-- oversight of planning for executive succession
-- quality of communication and participation in Board meetings
-- adequacy and timeliness of preparation of Board materials
In 1996, a follow-up evaluation was completed to assess progress in four
aspects of Board performance highlighted in the 1995 evaluation as promising
areas for improvement. In 1998, the Board again followed up on points identified
in 1997 as areas of collective efforts for improvement, and adopted specific
measures to strengthen its performance in those areas.
2. INDIVIDUAL DIRECTOR EVALUATION
In 1998, the Board's evaluation process focused on assessment of the
performance of its individual members. Each director completed a self-evaluation
form, developed by the Governance Committee, examining his or her effectiveness
against 35 criteria designed to measure performance in eight critical areas:
-- Independence and Integrity
-- Knowledge and Expertise
-- Stature
-- Accountability and Decisiveness
-- Participation and Input
-- Preparation
-- Availability
-- Teamwork
From the self-evaluation forms, a composite report was prepared and
discussed by the Governance Committee. The Chairman of the Board and the
Chairman of the Governance Committee then met with each director to discuss the
director's evaluation. Finally, the Governance Committee prepared a report which
summarized the results of the individual director evaluations, underscored the
areas identified by the directors as those on which to focus efforts for
self-improvement, and recommended steps that could be taken by the Board,
management and the directors themselves to enhance performance in those areas.
The recommendations included, for example, suggested measures to expand
directors' understanding of the competitive dynamics of the consumer packaged
goods industry, and steps to increase their awareness of the nature and
effectiveness of Campbell's management development programs.
Upon completion of the individual director evaluation process, the
Governance Committee and the Board assessed both the process and the results. It
was unanimously agreed that evaluation of the Board from this different
perspective had provided important feedback to the Board and its individual
members, and produced creative recommendations to improve performance.
3. EVALUATION OF BOARD COMMITTEES
The Committee system is a central component of Campbell's governance
structure. In 1998, the Board agreed that independent, focused assessment of the
procedures and performance of its Committees would be a worthwhile addition to
the Board's formal evaluation mechanisms. As discussed below, the Board also
adopted a revised schedule to accommodate a new multi-faceted evaluation program
which provides for regular assessment of the operations of the Committees.
TIMETABLE FOR EVALUATIONS
Each of the Board evaluations conducted during the last five years has been
designed to be searching, well-crafted and meaningful. Each has consumed the
better part of a year from initial design through completion. Experience has
demonstrated that a productive evaluation program should afford adequate time
for careful design of the process, and for synthesis and execution of
recommendations for improvement of performance, before the process is repeated.
14
<PAGE> 18
Accordingly, in 1998 the Governance Committee recommended and the Board
approved a new approach to the annual evaluation process. On a rotating basis,
evaluations of Board performance will focus on assessments of (a) the Board as a
whole, (b) the individual directors, and (c) the Board Committees, with
follow-up on the recommendations emerging from each step in the program cycle in
the year following its completion.
In 1999, the Governance Committee will design and conduct an evaluation
process concentrating on the role and effectiveness of the Board Committees. In
2000, the Board evaluation will be designed and completed, while the Committee
simultaneously oversees a follow-up assessment of the execution of
recommendations to improve the Committee system that emerge from the 1999
process. In 2001, the individual director evaluation program will be completed,
while the Committee follows up on recommendations as to the full Board generated
by the evaluation in 2000.
GOVERNANCE COMMITTEE
<TABLE>
<S> <C>
George Strawbridge, Jr., Chair Thomas W. Field, Jr.
Alva A. App Kent B. Foster
Bennett Dorrance Charles H. Mott
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION AND ORGANIZATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
M Highlights of Compensation
The Compensation and Organization Committee believes that Campbell's
compensation programs are among the most results-driven and shareowner-sensitive
in the consumer packaged goods industry. Campbell's programs are designed to
deliver fixed compensation elements, such as salary and benefits, at industry
median levels, and incentive compensation from the median to the ninetieth
(90th) percentile based upon business results and stock price appreciation. When
Campbell's shareowners win -- through consistent growth in earnings and revenue
and stock price appreciation -- Campbell's executives win. If shareowners do not
realize these gains, the total compensation of Campbell's executives will be
substantially below the industry median. If performance thresholds (90% of goal)
are not achieved, payments under the short-term and long-term incentive plans
are zero.
We believe that our compensation strategy and programs have been important
factors in the Company's superior earnings growth, margin improvement, cash
generation, and total return to shareowners since 1990.
There are three unique and defining elements of Campbell's program:
(1) TIGHT LINK BETWEEN PAY AND MEASURED PERFORMANCE.
OBJECTIVITY. Our incentive payments are based on objective financial
performance measures designed to build shareowner wealth: sales,
earnings, returns and cash.
NO WINDFALLS. In the short term, holders of stock options may benefit
(or suffer) from stock market factors unrelated to their own
performance. We have therefore balanced our long-term incentives
between options and long-term performance-restricted stock (shares
that are automatically forfeited if performance goals are not met or
if an executive voluntarily resigns).
(2) TOUGH TARGETS IN OUR LONG-TERM INCENTIVE PROGRAM.
Campbell's program emphasizes "stretch" and risk-bearing in the
following ways:
INDEPENDENT VALIDATION. All of Campbell's independent directors play
active roles in assessing the degree of "stretch" in management's
proposed performance goals. Throughout the 1990s, the Board-approved
annual operating plan has had an earnings goal set before the
beginning of each fiscal year to achieve growth rates in the top
quartile of the Company's
15
<PAGE> 19
Performance Peer Group, as projected by the consensus of independent
securities analysts. This peer group currently consists of 15 food
companies that include Campbell's key competitors.
HIGH PORTION AT RISK. For the executive officers listed on page 20,
the portion of total pay that was at risk in fiscal 1998 ranged from
75% to more than 90%.
HIGH LEVERAGE. The rewards and risks of Campbell's programs are more
highly leveraged than those of peers. If a performance goal is missed
by 10%, bonus payout is cut to half of the target, and if the goal is
missed by more than 10%, there is no bonus. If a business beats its
goal by 10%, the target bonus is doubled.
WINNING IS ONLY IN RELATIVITY. Performance relative to peers receives
great emphasis in Campbell's compensation plans. Peer performance is a
key component in both the annual bonus and long-term performance
plans. Even the amount that the Company contributes to match
employees' contributions to the Company Savings Plan depends on
whether or not EPS growth ranks in the top quartile of the Performance
Peer Group.
Campbell has put a great deal of effort into ensuring a correlation
between performance relativity and pay relativity. Salaries are set at
the median for the Compensation Peer Group, the 32 consumer products
companies which are Campbell's main competitors in recruiting talent.
Bonuses are designed to bring total cash compensation into the top
quartile only if the operating plan commitment is delivered and
Earnings Per Share (EPS) growth, measured at the end of the year,
actually ranks in the top quartile of the Performance Peer Group.
(3) EXECUTIVES WALK IN SHAREOWNERS' SHOES.
Every executive must buy and hold an ownership stake in the Company
that is significant in comparison with his or her salary. The current
requirements and the requirements effective as of December 31, 2000,
which apply to the top 300 executives worldwide, are as follows:
<TABLE>
<CAPTION>
MULTIPLE OF
ANNUAL BASE SALARY
----------------------------
EFFECTIVE
DECEMBER 31,
POSITION CURRENT 2000
-------- ------- -----------------
<S> <C> <C>
Chief Executive Officer.................................. 3x 7x
Executive Vice President................................. 2x 5x
Senior Vice President.................................... 2x 5x
Vice President........................................... 1x 3x
Other Executives......................................... .5x .5x to 1x
</TABLE>
Restricted shares and options, including vested stock options, are not
counted in calculating ownership. Performance-restricted shares of
Campbell stock make up a significant portion of every executive's
compensation.
All shares used in executive compensation programs are shares which
were previously issued and outstanding and reacquired by the Company.
Stock options may not be repriced.
M Calculation of Annual Bonus
The following methodology determined bonus payouts for fiscal 1998:
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 compensation
between median and top quartile 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 1998 were cash return on
assets (CROA), net sales, earnings and
16
<PAGE> 20
reductions in working capital) for the Company as a whole and
separately for its major business units.
(3) The 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.
(4) The Committee determined that an additional amount of 30% of target
bonus should be paid if Campbell's Earnings Per Share performance goal
was met and the Company placed in the Top Quartile of the Performance
Peer Group in EPS growth.
(5) The Committee determined that an additional amount of 10% of target
bonus should be paid if the net sales goal for the Company as a whole
was achieved or exceeded.
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. Business units that did not
meet their Operating Plan CROA threshold were not eligible for any
bonus based on unit performance. In fiscal 1998, the Company met its
CROA threshold.
(3) Where the CROA threshold was satisfied, the major portion (60-70%) of
the bonus opportunity was determined by comparing earnings performance
to the Operating Plan earnings goal. If the earnings threshold was not
met, no bonus was paid based on the unit's earnings. By the terms of
the incentive plan, extraordinary events such as major restructurings
and accounting changes are excluded. In fiscal 1998, the Company's EPS
exceeded the goal.
(4) Sales performance, representing at least a 20% portion of bonus
opportunity (30% for most business units), was compared to the
Operating Plan sales goal. If the sales threshold was not met, the
sales portion of the target bonus was not paid. Above-plan sales
performance could result in above-target bonus payment only if the
earnings threshold was also met. In fiscal 1998, Company sales
performance did not meet the goal.
(5) Working capital levels, representing a 10% portion of bonus
opportunity, were compared to the goal for reduction of working capital
in the Operating Plan. If the working capital reduction threshold was
not met, no bonus was paid for working capital reduction. In fiscal
1998, reduction of working capital levels did not meet the threshold
and nothing was paid.
(6) Total Company net sales, representing an additional amount of up to 10%
of bonus target, was compared to the goal for total Company net sales.
In fiscal 1998, total Company net sales did not meet the goal and
nothing was paid.
(7) 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 EPS and the rate of annual growth in the
Company's EPS places it in the top quartile of the Performance Peer
Group, each bonus-eligible executive receives an additional 30% of
his/her bonus target. For purposes of this "top quartile" calculation,
extraordinary events are excluded. Companies that ranked in the bottom
quartile in EPS growth in the prior fiscal year are excluded from 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 1998, 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 (Restricted Performance Stock and Stock Options)
The Compensation Committee determines what portion of executives' long-term
compensation is delivered via restricted performance shares. Grants are made
every two years for overlapping three-year performance periods. Eligibility for
delivery of shares at the end of a performance period depends on whether the
Company meets the minimum CROA set by the Board in the strategic plan for the
17
<PAGE> 21
performance period. The number of shares actually delivered depends upon
cumulative corporate EPS for the performance period. If the Company satisfies
its CROA threshold and delivers cumulative EPS beyond the goal in the strategic
plan, additional shares are awarded at time of earnout, up to a maximum of 150%
of target based on cumulative EPS performance. For performance years 1996-1998,
the award for top quartile EPS growth was an additional earnout of 30% of target
(50% for ranking #1 in the Performance Peer Group) in addition to the earnout
based strictly on Campbell performance, for a maximum payout opportunity of 200%
of target. In the 1996-1998 performance period, the CROA threshold was met and
cumulative EPS exceeded the three-year performance goal, resulting in a
supplementary award. The EPS growth rate over the three years placed the Company
in the top quartile of the Performance Peer Group, triggering the additional 30%
payment. For performance years 1998-2000 the top quartile award is 25% for top
quartile EPS growth and 25% for top quartile sales growth, in addition to the
earnout based strictly on cumulative EPS performance, for a maximum payout
opportunity of 200% of target. The cumulative EPS goal and a sales growth goal
must both be met in order for any 1998-2000 top quartile award to be paid.
The other portion of executives' long-term compensation is delivered in the
form of stock options, awarded annually.
The 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. For the last eight fiscal years,
the Company's EPS performance has consistently been in the top quartile of the
Performance Peer Group, as measured under the above formula for annual bonus
payouts.
- -- 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 20,
unless certain requirements are met. One requirement is that the Compensation
Committee consist entirely of outside directors as defined in the Internal
Revenue Code. Campbell's Compensation Committee meets this requirement. Another
requirement 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, were designed to meet these requirements. Minimal
changes had to be made to these plans because the Company's incentive plans were
already designed to link pay to Company performance. Finally, before awards are
paid, the Compensation Committee must certify the attainment of the applicable
performance goals. The Company believes that all compensation paid to the
executive officers listed on page 20 in fiscal 1998 is fully deductible. The
Company believes that compensation paid under the Management Worldwide Incentive
Plan and 1994 Long-Term Incentive Plan will continue to be deductible. The
Committee's present intention is to comply with the requirements of Section
162(m) unless and until the Committee determines that compliance would not be in
the best interest of the Company and its shareowners.
- -- CEO Compensation and Evaluation
The determination of the Chief Executive Officer's salary, bonus and annual
grants of stock options and restricted performance shares followed all of the
policies and calculations set forth above for those components of all
executives' compensation.
Dale Morrison was elected President and CEO on July 15, 1997, and served as
the Company's CEO for all of fiscal 1998. His annual salary was set at $800,000
on July 15, 1997, after consideration of independent survey data.
Dale Morrison's bonus of $1,093,500 for fiscal 1998 was determined entirely
by the quantitative criteria set forth on pages 16-17. The Committee's
recommendations relating to Dale Morrison's compensation were approved by the
Board.
18
<PAGE> 22
The CEO evaluation process requires that every independent director
complete a written assessment of the CEO's performance based on a formal
position description for the job of CEO, which defines responsibilities in each
of the following areas:
-- Strategic Planning
-- Financial Results
-- Succession Planning
-- Communications/External Relations
-- Board Relations
-- Leadership/Human Resources
Input is also obtained from other sources, including securities analysts,
key executives, employees, and shareowners. The results are summarized and the
full text of a written evaluation is discussed and approved by the Board. The
Chair of the Compensation and Organization Committee presents the ratings and
evaluation comments both in person and in writing to the CEO, who then responds
to the full Board. This evaluation process was completed in July 1998 and the
results were considered in the determination of Dale Morrison's annual salary
increase in September 1998.
COMPENSATION AND ORGANIZATION COMMITTEE
<TABLE>
<S> <C>
Philip E. Lippincott, Chair Mary Alice Malone
Edmund M. Carpenter George Strawbridge, Jr.
Thomas W. Field, Jr. Charlotte C. Weber
Harvey Golub
</TABLE>
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
19
<PAGE> 23
TABLE 1--SUMMARY COMPENSATION
The following table sets forth the cash compensation awarded, paid to, or
earned by the Company's Chief Executive Officer and the five other most highly
paid Executive Officers in fiscal years 1996, 1997 and 1998.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM AWARDS
------------------------------------------------------------
RESTRICTED SECURITIES
NAME AND FISCAL STOCK(1) UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(2)
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DALE F. MORRISON (3) 1998 $800,000 $1,093,500 0 200,000 $ 56,805
President and Chief 1997 $362,500 $ 252,323 $4,890,488 217,604 $ 18,117
Executive Officer 1996 $300,000 $ 245,754 0 51,681 $212,140
- -------------------------------------------------------------------------------------------------------------------
BASIL L. ANDERSON (4) 1998 $420,000 $ 398,520 0 48,000 $ 24,556
Executive Vice President 1997 $360,833 $ 301,680 $1,502,331 108,802 $ 12,088
and Chief Financial 1996 $116,667 $ 117,826 $ 948,959 217,604 0
Officer
- -------------------------------------------------------------------------------------------------------------------
F. MARTIN THRASHER (5) 1998 $321,667 $ 454,840 0 30,750 $127,727
Senior Vice President and 1997 $283,333 $ 159,536 $1,505,887 25,460 $ 13,286
President, Europe/ 1996 $255,000 $ 165,286 $ 266,204 75,726 $ 12,609
Canada
- -------------------------------------------------------------------------------------------------------------------
ROBERT SUBIN 1998 $338,000 $ 323,555 0 12,300 $ 19,847
Senior Vice President -- 1997 $325,833 $ 239,473 $ 996,550 19,095 $ 16,513
Global Sourcing & 1996 $312,500 $ 280,526 0 75,726 $ 17,790
Engineering
- -------------------------------------------------------------------------------------------------------------------
JAMES R. KIRK (6) 1998 $329,167 $ 263,655 0 0 $ 17,785
Senior Vice President -- 1997 $312,500 $ 208,299 $ 800,150 19,911 $ 15,624
Research and Development 1996 $297,833 $ 244,049 0 52,225 $ 16,256
and Quality Assurance
- -------------------------------------------------------------------------------------------------------------------
MARK M. LECKIE (7) 1998 $258,077 $ 296,126 $1,599,938 68,121 $147,804
Vice President and
President --
U.S. Grocery
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
1. Dollar values of stock awards are based on market price at time of grant.
Delivery of performance restricted shares depends entirely upon attainment of
financial goals for cash return on assets and corporate earnings per share.
Earnouts of stock awards listed in the above table depend on Company
performance, except for two awards of time-lapse restricted stock: 10,000
shares ($414,063) to Martin Thrasher in fiscal 1997 as a special retention
award and 10,430 shares ($496,875) to Mark Leckie in fiscal 1998 to
compensate for forfeiture of incentive compensation from his prior employer.
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: Dale Morrison 62,577 shares/$3,379,158; Basil Anderson, 31,288
shares/$1,689,552; Martin Thrasher, 20,025 shares/$1,081,350; Robert Subin,
15,853 shares/$856,062; James Kirk, 4,172 shares/$225,288; and Mark Leckie
26,283 shares/ $1,419,282. Regular quarterly dividends are paid on restricted
stock.
2. "All other compensation" consists of Company contributions or allocation to
savings plans (tax-qualified and supplemental).
3. Dale Morrison became President and CEO on July 15, 1997. He joined the
Company on June 19, 1995. In addition to contributions to savings plans of
$7,372, his other compensation in 1996 included a one time payment of
$150,000 to compensate him for forfeiture of his annual incentive bonus from
his prior employer and $54,768 for temporary living expenses and certain
other expenses reimbursable under Company executive benefit plans.
4. Basil Anderson joined the Company on April 1, 1996.
5. Martin Thrasher became President of Europe/Canada in the beginning of fiscal
1998. In addition to contributions to savings plans of $23,295, his other
compensation in fiscal 1998 included $104,440 for expenses related to his
relocation overseas.
6. James Kirk retired on July 31, 1998. Pursuant to an agreement, his salary
will be continued for ten months totaling $276,667, provided he complies with
the terms and conditions of the agreement.
7. Mark Leckie joined the Company on September 22, 1997. His other compensation
in fiscal 1998 consisted of $75,000 to compensate him for forfeiture of his
annual bonus from his prior employer and $72,804 for relocation expenses.
20
<PAGE> 24
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
- --------------------------------------------------------------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT
OPTIONS EMPLOYEES OR BASE DATE
GRANTED(2) IN FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE VALUE ($)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dale F. Morrison 200,000 9.2% $54.375 6/25/08 $3,638,000
- --------------------------------------------------------------------------------------------------------
Basil L. Anderson 48,000 2.2% $54.375 6/25/08 $ 873,120
- --------------------------------------------------------------------------------------------------------
F. Martin Thrasher 30,750 1.4% $54.375 6/25/08 $ 559,343
- --------------------------------------------------------------------------------------------------------
Robert Subin 12,300 0.6% $54.375 6/25/08 $ 223,737
- --------------------------------------------------------------------------------------------------------
James R. Kirk 0 -- -- -- $ 0
- --------------------------------------------------------------------------------------------------------
Mark M. Leckie(3) 43,521 2.0% $ 45.84 9/22/07 $ 646,181
- --------------------------------------------------------------------------------------------------------
Mark M. Leckie 24,600 1.1% $54.375 6/25/08 $ 447,474
- --------------------------------------------------------------------------------------------------------
</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 for the option grant
expiring on 6/25/08: option term of 10 years, volatility of 19% (calculated
monthly over the three preceding calendar years), dividend yield of 1.4%,
forfeiture risk rate of 9.1%, and interest rate of 5.9% (ten year Treasury
note rate at January 2, 1998). 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%, 100% respectively on the first three anniversaries
following the date of grant. All options vest immediately in the event of a
Change in Control.
(3) Mark Leckie received an option grant on the date he joined the Company
(9/22/97) in addition to a regular annual option grant.
<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 ($)(2)
SHARES ------------------------------------------------------------
ACQUIRED ON REALIZED EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE (#) ($)(1) CISABLE CISABLE CISABLE CISABLE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dale F. Morrison 0 0 172,450 372,996 $3,702,528 $1,918,356
- ---------------------------------------------------------------------------------------------------
Basil L. Anderson 0 0 163,201 211,205 $3,509,665 $2,861,874
- ---------------------------------------------------------------------------------------------------
F. Martin Thrasher 0 0 127,883 78,863 $3,745,484 $ 840,145
- ---------------------------------------------------------------------------------------------------
Robert Subin 4,560 $ 224,152 211,103 55,958 $6,938,905 $ 797,395
- ---------------------------------------------------------------------------------------------------
James R. Kirk 85,302 $3,197,125 122,838 0 $3,080,181 $ 0
- ---------------------------------------------------------------------------------------------------
Mark M. Leckie 0 0 0 68,121 0 $ 355,131
- ---------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) Value realized equals pretax market value of the stock on date of exercise,
less the exercise price, times the number of shares acquired. Shares may be
used to pay withholding taxes.
(2) Value of unexercised options equals fair market value of a share into which
the option could have been converted at August 2, 1998 (market price
$54.00), less exercise price, times the number of options outstanding.
21
<PAGE> 25
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 August 2, 1993 in each
of Campbell stock, the S&P Food Group and the S&P 500, and that all dividends
were reinvested. All Campbell share prices have been adjusted to reflect the
impact of the spinoff of Vlasic Foods International Inc.
S&P 500 S&P FOOD GROUP CAMPBELL
1993 100 100 100
1994 105 108 106
1995 133 139 138
1996 153 159 201
1997 232 238 313
1998 (7/31/98) 279 261 349
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
5 YEARS OF ESTIMATED ANNUAL PENSIONS
LAST 10 YEARS OF SERVICE
YEARS OF ----------------------------------------------------------
EMPLOYMENT 20 25 30 35 40
- ------------ -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 600,000 $176,887 $221,109 $ 265,331 $ 280,331 $ 295,331
800,000 236,887 296,109 355,331 375,331 395,331
1,000,000 296,887 371,109 445,331 470,331 495,331
1,200,000 356,887 446,109 535,331 565,331 595,331
1,400,000 416,887 521,109 625,331 660,331 695,331
1,600,000 476,887 596,109 715,331 755,331 795,331
1,800,000 536,887 671,109 805,331 850,331 895,331
2,000,000 596,887 746,109 895,331 945,331 995,331
2,200,000 656,887 821,109 985,331 1,040,331 1,095,331
2,400,000 716,887 896,109 1,075,331 1,135,331 1,195,331
</TABLE>
22
<PAGE> 26
Compensation covered under the pension plans for executive officers named
in the table on page 20 is the same as the total salary and bonus shown in that
table. 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 or other offsets. The years of service set forth below for the
executive officers named in the table on page 20 include additional years of
service pursuant to supplemental pension arrangements designed to attract
executives from other employers in the middle of their careers. Such
arrangements are a necessary part of the recruitment and retention package for
senior executives in order to compensate them for pension benefits that would
have accrued had they remained at their previous employers. As of the end of
fiscal 1998, the full years of accrued service under the pension plans for the
individuals named in the compensation table on page 20 were as follows: Dale
Morrison -- 7 years; Basil Anderson -- 5 years; Martin Thrasher -- 17 years;
Robert Subin -- 30 years; James Kirk -- 23 years; and Mark Leckie -- 2 years.
TERMINATION ARRANGEMENTS
The Company has entered into Special Severance Protection Agreements
("Special Severance Agreements") with certain of the current executive officers
named on page 20 as well as 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.
Generally, a "Change in Control" will be deemed to have occurred in any of
the following circumstances:
<TABLE>
<C> <S>
(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 his 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
23
<PAGE> 27
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.
ITEM 2
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 PricewaterhouseCoopers LLP ("PwC") Certified
Public Accountants, as independent accountants to make an audit of the accounts
of the Company for fiscal 1999. PwC has audited the Company's books for many
years. The names of the Directors serving on the Audit Committee are indicated
on page 9, under the heading "Board Committees." The vote required for
ratification is a majority of shares voting. If the resolution is rejected, or
if PwC 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 1999 Annual Meeting of the Shareowners will be subject to
ratification by the Shareowners.
Representatives of PwC will be at the 1998 Annual Meeting to make a
statement if they desire to do so and to answer questions.
For fiscal 1998 PwC 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.
ITEM 3
SHAREOWNER PROPOSAL CONCERNING PROXY FORMAT
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave. N.W, Suite
215, Washington, DC, the owner of 400 shares, has notified the Company that she
intends to introduce the following proposal. The text of the proposal and the
supporting statement are set forth below. The Board of Directors opposes the
proposal. The vote required for approval would be a majority of the votes cast
on this proposal.
"RESOLVED, That the shareholders recommend that the Board take the
necessary step that Campbell Soup specifically identify by name and corporate
title in all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional compensation
bonuses and other cash payments were due them."
The shareowner has submitted the following reasons in support of the
proposal:
"REASONS: In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized."
"At present only a few of the most senior executive officers are so identified,
and not the many other senior executive officers who should contribute to the
ultimate success of the Corporation." "Through such additional identification
the shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management." "Last year the owners of
22,707,464 shares, representing approximately 6% of shares voting, voted FOR
this proposal."
24
<PAGE> 28
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
Campbell Soup Company was and continues to be a pioneer in pay for
performance compensation programs. The principles, methods and goals of
Campbell's programs of executive compensation are set forth at length in this
proxy statement (see "Compensation of Executive Officers," pages 15-24, above.)
Because the Company believes that compensation should be tightly linked to
measured financial performance, it does not have executive compensation
agreements of the nature described in the foregoing proposal. The Shareowner
proposal is thus irrelevant to Campbell, and its adoption would add nothing to
the Company's existing detailed disclosures regarding compensation.
Campbell's disclosures relating to its compensation policies and practices
fully comply with the SEC's requirements. They are intended to enable our
shareowners to understand and evaluate the Company's use of compensation both to
attract, retain and motivate key personnel, and to ensure alignment between
management and shareowner interests. Your Board believes that the Company's
disclosures furnish to shareowners the information needed for informed
investment and voting decisions.
As is also reflected in this proxy statement, Campbell's Board fulfills its
important responsibility for oversight of executive compensation and performance
with close attention and utmost care. The Board's Compensation and Organization
Committee, composed entirely of independent directors, reviews and approves the
compensation of all corporate officers and other employees whose base salaries
exceed a certain level, and the design of all incentive compensation programs,
including performance goals. The Board takes pride in the fact that the
Company's exacting compensation programs, as well as its proxy disclosures, are
in the vanguard of American industry.
This proposal was presented and defeated in 1997. We urge its rejection
once again by Campbell's shareowners.
SUBMISSION OF SHAREOWNER PROPOSALS
Under Rule 14a-8(e) of the Securities and Exchange Commission, 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, 1999. Any shareowner proposal for next year's
annual meeting submitted after August 26, 1999 will not be considered filed on a
timely basis with the Company under SEC Rule 14a-4(c)(1). For proposals that are
not timely filed, the Company retains discretion to vote proxies it receives.
For proposals that are timely filed, the Company retains discretion to vote
proxies it receives provided 1) the Company includes in its proxy statement
advice on the nature of the proposal and how it intends to exercise its voting
discretion and 2) the proponent does not issue a proxy statement.
DIRECTORS AND EXECUTIVE OFFICERS STOCK OWNERSHIP REPORTS
The federal securities laws require the Company's Directors and Executive
Officers, and persons who own more than ten percent of the Company's capital
stock, to file with the Securities and Exchange Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of any securities of the Company.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended August 2, 1998, all the
Company's Executive Officers, Directors and greater-than-ten-percent beneficial
owners made all required filings.
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 or her best
judgment.
25
<PAGE> 29
PROXIES AND VOTING AT THE MEETING
This statement and the accompanying proxy card are being mailed beginning
approximately on October 9, 1998, 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 19, 1998. 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.
When a proxy is returned properly dated and signed, the shares represented
thereby 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, 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 of record and participants in savings plans may cast their vote
by:
1) using the toll-free phone number listed on the proxy
solicitation/voting instruction card;
2) using the Internet and voting at the web site listed on the proxy
card; or
3) signing, dating and mailing the proxy card in the enclosed postage
paid envelope.
The telephone and Internet voting procedures are designed to authenticate
votes cast by use of a personal identification number. The procedure allows
shareowners to appoint a proxy and the savings plan participants to instruct a
plan fiduciary to vote their shares and to confirm their instructions have been
properly recorded. Specific instructions to be followed are set forth on the
enclosed proxy solicitation/voting instruction card.
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). This year shareowners who
own shares directly in their own name, may vote their shares by telephone or via
the Internet. Please refer to the specific instructions on the enclosed proxy
card.
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.
26
<PAGE> 30
INFORMATION ABOUT ATTENDING THE MEETING
The Annual Meeting of Shareowners will be held this year at Nazareth Hall,
Grand Rapids, Ohio, which is approximately 15 miles from the Company's plant in
Napoleon, Ohio. A map showing the meeting location appears on the proxy
solicitation/voting instruction card and at the end of this proxy statement.
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 do not wish to send the proxy card, you may obtain an admission
card by sending a written request in the envelope. You may also request an
admission ticket when voting by the Internet or phone. Shareowners who do not
have admission tickets 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 5, 1998. 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 Shareowners who attend the meeting. Please note
that the doors to the meeting room at Nazareth Hall in Grand Rapids, Ohio, will
not be open for admission until 10:00 a.m.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE FILL OUT, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD OR VOTE BY
PHONE OR VIA THE INTERNET AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
Camden, New Jersey
October 9, 1998
By order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
27
<PAGE> 31
[MAP TO SHAREHOLDER MTG]
<PAGE> 32
CAMPBELL SOUP COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 19, 1998
P
R
O
X
Y
The undersigned hereby appoints, David W. Johnson, or, in his absence, Dale F.
Morrison, or, in the absence of both of them, Ellen Oran Kaden, and each or any
of them, proxies with full power of substitution in each, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareowners of
Campbell Soup Company to be held at Nazareth Hall, 21211 River Road, Grand
Rapids, Ohio, at 11:00 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 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.
1. ELECTION OF DIRECTORS
Nominees: 1) Alva A. App, 2) Edmund M. Carpenter, 3) Bennett Dorrance, 4) Thomas
W. Field, Jr., 5) Kent B. Foster, 6) Harvey Golub, 7) David W. Johnson, 8) David
K.P. Li, 9) Philip E. Lippincott, 10) Mary Alice Malone, 11) Dale F. Morrison,
12) Charles H. Mott, 13) George M. Sherman, 14) Donald M. Stewart, 15) George
Strawbridge, Jr. and 16) Charlotte C. Weber. Directors recommend a vote FOR
(Change of Address/Comments)
----------------------------
----------------------------
----------------------------
----------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE MARKED. IF YOU DO NOT VOTE BY PHONE OR OVER
THE INTERNET, PLEASE RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE
[GRAPHIC - DIRECTIONS TO NAZARETH HALL]
<PAGE> 33
[X] PLEASE MARK YOUR 6795
VOTES AS 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.
THE BOARD RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
<TABLE>
<CAPTION>
FOR ALL NOMINEES, EXCEPT THOSE LISTED BELOW WITHHELD FROM ALL NOMINEES
<S> <C> <C> <C>
1. Election of [ ] [ ]
Directors
(see reverse)
FOR AGAINST ABSTAIN
2. Ratification of [ ] [ ] [ ]
Appointment of
Auditors
</TABLE>
FOR, except vote withheld from the following nominee(s) - list numbers:
THE BOARD RECOMMENDS A VOTE AGAINST ITEM 3.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
3. Shareowner Proposal [ ] [ ] [ ]
Concerning Proxy
Format
MARK THIS BOX TO [ ] Change of address: Mark [ ]
OBTAIN A TICKET OF this box and see the
ADMISSION TO THE reverse side.
MEETING.
</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
CAMPBELL SOUP COMPANY LOGO
ANNUAL MEETING OF SHAREOWNERS -- NOVEMBER 19, 1998 -- 11:00 A.M.
NAZARETH HALL - 21211 RIVER ROAD - GRAND RAPIDS, OHIO
VOTE BY TELEPHONE OR INTERNET
QUICK - EASY - IMMEDIATE
Campbell Soup Company encourages you to take advantage of two new cost-effective
and convenient ways to vote your shares.
You may now vote your proxy 24 hours a day, 7 days a week, using either a
touch-tone telephone or through the Internet. Your TELEPHONE OR INTERNET VOTE
MUST BE RECEIVED BY 12:00 MIDNIGHT NEW YORK TIME ON NOVEMBER 18, 1998.
Your telephone or Internet vote authorizes the proxies named on the above proxy
card to vote your shares in the same manner as if you marked, signed, and
returned your proxy card.
VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE DIAL 1-800-OK2-VOTE
(1-800-652-8683) FROM THE U.S. AND CANADA OR DIAL
201-324-0377 FROM OTHER COUNTRIES.
You will be asked to enter the VOTER CONTROL NUMBER
located in the box just below the perforation on the
proxy card. Then follow the instructions.
OR
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.campbellsoup.com
Click on the "PROXY VOTING" icon -- You will be asked
to enter the VOTER CONTROL NUMBER located in the box
just below the perforation on the proxy card. Then
follow the instructions.
OR
VOTE BY MAIL: Mark, sign and date your proxy card and return it in
the postage-paid envelope. IF YOU ARE VOTING BY
TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR
PROXY CARD.
<PAGE> 34
CAMPBELL SOUP COMPANY
1998 VOTE-BY-PHONE SCRIPT
Thank you for calling First Chicago's proxy voting service. If you have a United
States social security number, press 1. If you do not have a United States
social security number, press 2.
> 1 (Go to (1.1)) > 2 (Go to (1.2))
(1.1) Using your touch tone phone, please enter the last four digits of
your social security number.
> xxxx
(1.2) Please have your proxy card available before voting. Enter the
voter control number in the box including the pound sign as it appears
below the perforation on your proxy card.
> xxx#xxxx#xxxxxx#
(If the first part of the control number that identifies the
company you are voting is entered wrong, viz.,
xxx#xxxx#xxxxxx#)
Is not a valid number. (Go to (1.2))
(If good control number is entered)
The company you are voting is CAMPBELL SOUP COMPANY. If this
is correct, press 1 now. If not, press 9.
> 1
One moment please.
Your phone vote is subject to the same terms and
authorizations as indicated on the proxy card. It also
authorizes the named proxies to vote according to your
instructions at the meeting of shareholders. One moment
please. (Go to (1.3))
(If the second and/or third part of the control number is
entered wrong, viz., xxx#xxxx#xxxxxx#)
I am unable to process this request at this time. (Go to
(1.2))
<PAGE> 35
(If incorrect social security number is entered)
Our records show that you have a social security number. (Go to (1.1))
> 9 (Go to (1.2))
(1.3) If you would like to attend the annual meeting, please
press 1 now.
>1
Noted. Attending!
>Nothing entered. (Go to (1.4))
(1.4) To vote all proposals in accordance with the
recommendations of the Board of Directors, press 1. If you
wish to vote one proposal at a time, press 2.
>1
You have voted with the recommendations of the board
of directors on all of the proposals. (Go to 1.7)
>2
Directors, Proposal #1
To vote for, please press 1. To withhold from all
directors, please press 2. To withhold from
individual directors, please press 3.
1> (Go to next the proposal)
2> (Go to next the proposal)
3> (Go to (1.5))
(1.5) Using the proxy card, please press the
corresponding number followed by the number
sign for each director from whom you wish to
withhold your vote. When completed, press
the number sign.
<PAGE> 36
>Invalid number entered.
"xx is not a valid number for any of the directors
listed on your proxy card." (Go to (1.5))
> 1# 3# 5## (Go to next the proposal)
Auditors, Proposal #2
To vote For, please press 1. To vote
Against, please press 2. To Abstain, please
press 3.
>1 (Go to next the proposal)
>2 (Go to next the proposal)
>3 (Go to next the proposal)
Proposal #3
To vote For, please press 1. To vote
Against, please press 2. To Abstain, please
press 3.
>1 (Go to 1.6)
>2 (Go to 1.6)
>3 (Go to 1.6)
(1.6) I will now summarize your vote. Please
confirm your vote at the end of this
message.
On proposal 1, you withheld your vote from director #1 #3
#5 ...
On proposal 2, you voted XXX.
On proposal 3, you voted XXX.
<PAGE> 37
(1.7) To confirm your vote, press 1. To
change it, press 9.
> 1
One moment please.
Your vote has been successfully
applied. It is not necessary for you
to mail your proxy card. If you wish
to vote another proxy at this time,
press 1. Otherwise, you may hang up
now.
>1 (Go to (1.2))
>9 (Go to (1.4))
NOTE: If no action is taken the following script applies.
> Nothing entered
Information needs to be entered using a touch tone telephone within the
time allowed. (Offer the script option that requires an action)
> Again, nothing entered
Information needs to be entered using a touch tone telephone within the
time allowed. (Offer the script option that requires an action)
The information entered continues to be invalid. I am unable to process
your request at this time. Thank you for calling. (Hang up) (End of
call)
