Campbell Soup Company Notice of Annual Meeting of Shareowners
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Table of Contents

 

LOGO

Campbell Soup Company

1 Campbell Place

Camden, New Jersey 08103-1799

856-342-4800

October 5, 2012

Notice of Annual Meeting of Shareowners

Hilton Garden Inn Toledo/Perrysburg

6165 Levis Commons Boulevard

Perrysburg, Ohio, 43551

Wednesday, November 14, 2012

4:00 p.m. Eastern Time

AGENDA

 

1. Elect 15 Directors.

 

2. Ratify appointment of independent registered public accounting firm.

 

3. Conduct an advisory vote on executive compensation.

 

4. Transact any other business properly brought before the meeting.

Shareowners of record at the close of business on September 17, 2012, are entitled to receive notice of the meeting and to vote. This year the Company has again decided to provide access to its proxy materials, including its annual report, to certain shareowners of record, depending upon the number of shares held by the shareowner and including certain Company savings plan participants, via the Internet instead of mailing those shareowners copies of the materials. The Company expects that this decision will reduce the amount of paper necessary to produce the materials, as well as the costs associated with mailing the materials to all shareowners. On or about October 5, 2012, the Company began mailing a Notice of Internet Availability of Proxy Materials (“e-proxy notice”) to certain shareowners of record and posted its proxy materials for those shareowners on the Web site referenced in the e-proxy notice (www.envisionreports.com/cpb). On or about October 5, 2012, the Company also began delivering the proxy statement and the accompanying proxy card to the remaining shareowners of record. If you do not own shares in your own name, you may access the Company’s Notice of Annual Meeting and Proxy Statement and its annual report, including the Form 10-K for the fiscal year ended July 29, 2012, at www.edocumentview.com/cpb.

Your vote is important. In order to have as many shares as possible represented, kindly CAST YOUR VOTE BY INTERNET OR PHONE OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED (see instructions on your proxy card or e-proxy notice).

By Order of the Board of Directors,

 

LOGO

Kathleen M. Gibson

Vice President and Corporate Secretary

Important.

Please note that an admission ticket is required in order to attend the Annual Meeting. If you plan to attend, please request a ticket. If shares were registered in your name as of September 17, 2012, 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 beginning on page 58 to obtain an admission ticket. If you plan to attend the meeting, please bring government-issued photographic identification. You will need an admission ticket and this identification in order to be admitted to the meeting.


Table of Contents

Table of Contents

 

         Page  

¢

  Item 1 — Election of Directors      1   
  Security Ownership of Directors and Executive Officers      10   
  Security Ownership of Certain Beneficial Owners      12   
  Corporate Governance      13   
  Transactions with Related Persons      20   
  Audit Committee Report      21   
  Independent Registered Public Accounting Firm Fees and Services      22   
  Compensation and Organization Committee Report      22   
  Compensation Discussion and Analysis      23   
  Fiscal 2012 Summary Compensation Table      36   
  Grants of Plan-Based Awards in Fiscal 2012      39   
  Outstanding Equity Awards at 2012 Fiscal Year-End      40   
  Option Exercises and Stock Vested in Fiscal 2012      42   
  Pension Benefits — Fiscal 2012      43   
  Nonqualified Deferred Compensation — Fiscal 2012      46   
  Potential Payments Upon Termination or Change in Control      47   
  Fiscal 2012 Director Compensation      52   

¢

  Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm      54   

¢

  Item 3 — Advisory Vote on Executive Compensation      55   
  Submission of Shareowner Proposals      57   
  Director and Executive Officer Stock Ownership Reports      57   
  Other Matters      57   
  Proxies and Voting at the Meeting      57   
  Shareowners Sharing the Same Address      58   
  Information About Attending the Meeting      58   
  Appendix A — Corporate Governance Standards      A-1   

 

 

  ¢ Denotes items to be voted on at the meeting.

Shareowners may receive copies of the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2012, Code of Business Conduct and Ethics, Corporate Governance Standards, and the charters of the four standing committees of the Board of Directors, without charge, by:

 

(1) writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103-1799;

 

(2) calling 1-800-840-2865; or

 

(3) e-mailing the Company’s Investor Relations Department at investorrelations@campbellsoup.com.

These documents are also available on the Company’s Web site at www.campbellsoupcompany.com.

Shareowners may elect to receive future distributions of annual reports and proxy statements by electronic delivery and vote Campbell shares on-line. To take advantage of this service you will need an electronic mail (e-mail) account and access to an Internet browser. To enroll, go to the investor center section on www.campbellsoupcompany.com and click on “E-Delivery of Materials.” If your shares are registered in your name, you will be asked to enter your account number, which is printed on your dividend check or Dividend Reinvestment Statement. If your shares are held by a broker, you will need your account number with the broker.


Table of Contents

Item 1

Election of Directors

Your Board of Directors Recommends a Vote “For” ALL Nominees

The Board of Directors of the Company (“Board”), pursuant to the By-Laws, has determined that the number of directors of the Company shall be 15, effective on November 14, 2012. 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.

The Governance Committee is responsible for investigating, reviewing and evaluating the qualifications of candidates for membership on the Board and for assessing the contributions and performance of directors eligible for re-election. It is also responsible for recommending director nominees for approval by the Board and nomination for election at the Annual Meeting of Shareowners.

Director Qualifications

The Governance Committee believes that a nominee for election to the Board should, at minimum:

 

  ·  

be a person of the highest integrity;

 

  ·  

have the ability to exercise independent judgment;

 

  ·  

be committed to act in the best interest of all shareowners;

 

  ·  

abide by exemplary standards of business and professional conduct;

 

  ·  

have the skills and judgment to discharge the duties and responsibilities of a director;

 

  ·  

be willing and able to devote the proper time and attention to fulfill the responsibilities of a director;

 

  ·  

have no conflicts of interest arising from other relationships or obligations; and

 

  ·  

have the ability to provide active, objective and constructive input at meetings of the Board and committees.

In addition, the Committee believes that, collectively, the Board should reflect appropriate diversity of thought, background and experience, and include directors who are:

 

  ·  

reasonably sophisticated about the duties and responsibilities of directors of a public company;

 

  ·  

knowledgeable about the consumer products industry, business operations, marketing, finance and accounting;

 

  ·  

respected in the business community;

 

  ·  

knowledgeable about general economic trends; and

 

  ·  

knowledgeable about the standards and practices of good corporate governance.

All candidates considered by the Governance Committee for potential recommendation to the Board as director nominees are evaluated in light of the minimum qualifications listed above. When vacancies occur, the Governance Committee also reviews the overall composition of the Board to determine whether the addition of a director with one or more of the additional skills or qualities listed above would be desirable to enhance the effectiveness of the Board, and whether candidates with other specific experience or expertise should be sought at that particular time.

 

1


Table of Contents

Director Nominees

All of the current directors except William D. Perez are standing for re-election.

Under the Company’s Corporate Governance Standards, a director may not stand for re-election if he or she would be age 72 or older at the time of election.

All of the nominees are independent directors, except Ms. Morrison. If a nominee becomes unable or unwilling to serve, proxies will also 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. Except as otherwise specified in the proxy, proxies will be voted for election of the nominees named below.

Biographical information on the experience, qualifications and skills of the director nominees is included below.

 

LOGO

Edmund M. Carpenter

  

Edmund M. Carpenter, 70, was elected to the Board of Directors in 1990. He is Chairman of the Finance and Corporate Development Committee and also currently serves on the Compensation and Organization Committee. He is an Operating Partner at Genstar Capital, LLC, a middle-market private equity firm that focuses on investments in industrial technology, life sciences, healthcare services, software and business services.

 

Mr. Carpenter brings to the Board extensive knowledge of organizational and operational management, as well as board leadership experience and financial expertise. From 1998 until his retirement in December 2006, he served as President and Chief Executive Officer of Barnes Group, Inc. Prior to joining Barnes, he was a Senior Managing Director of Clayton Dubilier & Rice. From 1988-1995, he was the Chairman and Chief Executive Officer of General Signal Corporation. Earlier in his career, Mr. Carpenter was President, Chief Operating Officer, and a Director of ITT Corporation. During his seven-year association with ITT, he served as Vice President and Group Executive for ITT Automotive Products — Worldwide and as President and Chief Executive of ITT Industrial Technology Corporation.

 

Other Public Company Board Service (2007 to present)

 

Altra Holdings, Inc. (2007 to present)

 

2


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LOGO

Paul R. Charron

  

Paul R. Charron, 70, was elected to the Board of Directors in 2003 and became non-executive Chairman of the Board in August 2009. He is currently a Senior Advisor at Warburg Pincus, a private equity firm.

 

Mr. Charron has a wealth of experience as a board leader and as a seasoned executive of global consumer product companies. In 1995 he became President and Chief Executive Officer of Liz Claiborne Inc., having served for the previous year as Vice Chairman and Chief Operating Officer. He was elected Chairman of that company in May 1996, and retired as Chairman and Chief Executive Officer in 2006.

 

Earlier in his career, Mr. Charron was Executive Vice President of VF Corporation, a large publicly held apparel manufacturer. Before joining VF in 1988, he served as President and Chief Operating Officer of Brown & Bigelow, a Minnesota-based promotional products firm. He also served as Senior Vice President, sales and marketing at Cannon Mills Company, and held marketing management positions at General Foods Corporation. Mr. Charron began his business career in the brand management organization at Procter & Gamble.

 

Other Public Company Board Service (2007 to present)

 

None

LOGO

Bennett Dorrance

  

Bennett Dorrance, 66, was elected to the Board of Directors in 1989. Mr. Dorrance serves on the Compensation and Organization Committee and is Co-Chair of the Governance Committee. He is Managing Director and a co-founder of DMB Associates, a real estate development firm headquartered in Phoenix, Arizona, which specializes in large master planned communities, and is also a director of several privately held corporations and partnerships.

 

In addition to his expertise in real estate development and operational management, Mr. Dorrance has extensive knowledge of Campbell Soup Company’s history, organization and culture. As a major shareowner, a descendent of the Company’s founder, and a director who has served on the Board for 23 years, he brings the perspective of a long-term, highly committed shareowner to the deliberations and decisions of the Board.

 

Other Public Company Board Service (2007 to present)

 

Insight Enterprises, Inc. (2004 to present)

 

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LOGO

Lawrence C. Karlson

  

Lawrence C. Karlson, 69, was elected to the Board of Directors in November 2009. He serves on the Audit Committee and the Finance and Corporate Development Committee. He is a private investor and formerly served as an independent consultant for industrial and technology companies.

 

Mr. Karlson has broad management, operational, and leadership experience, both from his business career and from his service on the boards of numerous private and public companies in the United States and Europe. He was the Chairman and Chief Executive Officer of Berwind Financial Corporation from 2001 to 2004. Mr. Karlson began his career at Fisher & Porter Co., where he served in various positions of increasing responsibility, including Director and President of U.S. Operations. In 1983, Mr. Karlson formed Nobel Electronics, an instruments manufacturing company that subsequently merged with Pharos AB, where he served as a director and became President and Chief Executive Officer. In 1990 Pharos acquired Spectra Physics. He served as director and non-executive Chairman of the successor company, Spectra Physics AB, until his retirement.

 

Other Public Company Board Service (2007 to present)

 

CDI Corp. (1989 to present)

H & E Equipment Services, Inc. (2005 to present)

Mikron Infrared Company, Inc. (2000 to 2007)

LOGO

Randall W. Larrimore

  

Randall W. Larrimore, 65, was elected to the Board of Directors in 2002. He is Co-Chair of the Governance Committee and also serves on the Compensation and Organization Committee. He is currently a director of Olin Corporation, where he is Chair of the Governance Committee and a member of the Audit Committee and Compensation Committee.

 

Mr. Larrimore brings to Campbell strong management expertise, business acumen, board experience and considerable knowledge of consumer marketing and the packaged goods industry. From 2003 to 2005, he was non-executive Chairman of Olin Corporation. From 1997 to 2002, he served as President and Chief Executive Officer and a director of United Stationers, Inc., a wholesaler and distributor of office products. Prior to joining United Stationers, Mr. Larrimore was President and Chief Executive Officer of MasterBrand Industries, Inc., a subsidiary of Fortune Brands, Inc. He also served as Chairman and CEO of the Master Lock Company and Chairman of Moen Incorporated. He was President of Beatrice Home Specialties from 1983 until 1988 (prior to its acquisition by Fortune Brands), and held executive positions at PepsiCo, including the position of President of Pepsi-Cola Italy. Earlier in his career, Mr. Larrimore was a senior consultant with McKinsey & Company and worked in brand management with Richardson-Vicks, now a part of Procter & Gamble.

 

Other Public Company Board Service (2007 to present)

 

Olin Corporation (1997 to present)

 

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LOGO

Mary Alice Dorrance Malone

  

Mary Alice Dorrance Malone, 62, was elected to the Board of Directors in 1990, and currently serves on the Compensation and Organization Committee and the Finance and Corporate Development Committee. Ms. Malone is President of Iron Spring Farm, Inc., horse breeding and performance centers in Coatesville, Pennsylvania and Ocala, Florida, which she founded in 1976.

 

Ms. Malone is an entrepreneur, and a private investor and officer of several private companies. She also serves on the boards of several non-profit organizations and actively participates in various philanthropic organizations. As a descendant of the founder of the Company, a major shareowner, and a director with more than 20 years of service, Ms. Malone brings to the Board extensive knowledge of the Company’s history, organization and culture, and the perspective of a long-term, highly committed shareowner.

 

Other Public Company Board Service (2007 to present)

 

None

LOGO

Sara Mathew

  

Sara Mathew, 57, was elected to the Board of Directors in 2005, and serves on the Audit Committee and Governance Committee. Since July 2010, she has served as Chief Executive Officer and Chairman of the Board of The Dun & Bradstreet Corporation.

 

Ms. Mathew brings to Campbell valuable insight and experience in global business and financial matters. Before assuming her current role at Dun & Bradstreet, she served as President and Chief Executive Officer of that company from January 2010 to July 2010; President and Chief Operating Officer from 2007 to 2009; President, U.S. from 2006 to 2007; President, International in 2006; and Chief Financial Officer from 2001 to 2007. In her preceding 18-year career at Procter & Gamble, she held a number of executive positions, including Vice President of Finance with responsibility for Australia, Asia and India, and a series of finance and marketing positions, including Assistant Treasurer and Director of Investor Relations, Comptroller for the Paper Products division, and Comptroller and Chief Financial Officer of the Global Baby Care business unit.

 

Other Public Company Board Service (2007 to present)

 

The Dun & Bradstreet Corporation (2008 to present)

 

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LOGO

Denise M. Morrison

  

Denise M. Morrison, 58, has served as President and Chief Executive Officer of Campbell Soup Company since August 2011, and as a member of the Board of Directors since October 2010.

 

Ms. Morrison has more than 35 years of experience in the consumer packaged goods industry. She joined Campbell in April 2003 as Senior Vice President and President-Global Sales/Chief Customer Officer, and was appointed President of Campbell USA in 2005. She served as Senior Vice President and President of North America Soup, Sauces and Beverages from October 2007 until September 2010, and as Executive Vice President and Chief Operating Officer from October 2010 until assuming the role of President and CEO. From 1995 to 2003, she was employed by Kraft Foods and Nabisco, serving most recently as Executive Vice President and General Manager of Kraft Foods’ Snacks and Confections divisions. Ms. Morrison began her career at Procter & Gamble in 1975, and later worked at PepsiCo in trade and business development, and at Nestle USA, where she held senior marketing and sales positions.

 

Other Public Company Board Service (2007 to present)

 

The Goodyear Tire and Rubber Company (2005 to 2011)

LOGO

Charles R. Perrin

  

Charles R. Perrin, 67, was elected to the Board of Directors in 1999. Mr. Perrin is Chairman of the Compensation and Organization Committee and also serves on the Finance and Corporate Development Committee. He has been the non-executive Chairman of Warnaco Group, Inc., since March 2004.

 

Mr. Perrin brings to the Board substantial experience in and perspective on consumer marketing, business operations and the packaged goods industry. In January 1998 he joined Avon Products, Inc. as Vice Chairman and Chief Operating Officer, and served as Chief Executive Officer of that company from June 1998 to November 1999. From 1994 to 1996, he was Chairman and Chief Executive Officer of Duracell International, Inc. He joined Duracell in 1985 as President of Duracell USA, and later held a number of other executive positions, including President and Chief Operating Officer of Duracell International, Inc. from 1992 to 1994. He previously worked at Cheeseborough-Ponds, Inc., where he held a series of sales, marketing and general management positions and served as President of the Packaged Food Division. Mr. Perrin began his business career at General Foods Corporation.

 

Other Public Company Board Service (2007 to present)

 

Warnaco Group, Inc. (2004 to present)

 

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LOGO

A. Barry Rand

  

A. Barry Rand, 67, was elected to the Board of Directors in 2005, and serves on the Audit Committee and the Governance Committee. In April 2009, Mr. Rand was elected Chief Executive Officer of AARP, the nation’s largest non-profit and advocacy organization. He is also Chairman of the Board of Trustees of Howard University.

 

Mr. Rand brings to the Company’s Board a strong mix of organizational and operational management skills and board leadership experience. From 2003 to 2005, he was the Chairman of Aspect Communications, a leading provider of enterprise customer contact center solutions. During the same period, he also served as Chairman and Chief Executive Officer of Equitant, which manages the order-to-cash process for Fortune 500 companies. Mr. Rand was Chairman and Chief Executive Officer of Avis Group Holdings, Inc. from 1999 to 2001. He completed his previous 30-year executive career with Xerox Corporation as Executive Vice President of Worldwide Operations.

 

Other Public Board Service (2007 to present)

 

Agilent Technologies, Inc. (2000 to present)

LOGO

Nick Shreiber

  

Nick Shreiber, 63, was elected to the Board of Directors in July 2009, and serves on the Audit Committee and the Governance Committee. Mr. Shreiber currently mentors executives of corporations on issues relating to leadership, organization and strategy.

 

Mr. Shreiber brings strong international and operational experience to the Board, with more than 30 years of senior leadership experience in both line management and management consulting. In 2005 he completed an 18-year career at the Tetra Pak Group, a world leader in packaging and processing solutions for food, during the last five of which he served as President and Chief Executive Officer. He previously was a partner with McKinsey & Co., where he spent eight years with engagement responsibility for major clients in Europe and Latin America in diverse industrial and service sectors.

 

Other Public Company Board Service (2007 to present)

 

Radiant Systems, Inc. (2011)

 

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LOGO

Tracey T. Travis

  

Tracey T. Travis, 50, was elected to the Board of Directors in November 2011, and serves on the Audit Committee and Governance Committee. She is currently Executive Vice President and Chief Financial Officer for The Estée Lauder Companies Inc., a role to which she was appointed in August 2012.

 

Ms. Travis possesses valuable business experience and particular strength in the areas of financial management and reporting, brand building and operational management. Before assuming her current role at Estee Lauder, she served as Senior Vice President of Finance and Chief Financial Officer at Ralph Lauren Corporation from 2005 until July 2012, and as Senior Vice President of Finance for Limited Brands, Inc. from 2002 to 2004. From 2001 to 2002, she was Chief Financial Officer of Intimate Brands, Inc., a division of Limited Brands. Ms. Travis served as Chief Financial Officer of the Beverage Can Americas Group of American National Can from 1999 to 2001, and held various management positions at PepsiCo and Pepsi Bottling Group from 1989 to 1999, including Group Manager — Marketing Planning, Chief Financial Officer — Michigan Business Unit and General Manager — Market Unit. She began her career as an engineer with General Motors Corporation in 1983 and went on to work in various financial roles.

 

Other Public Company Board Service (2007 to present)

 

Jo-Ann Stores, Inc. (2003 to 2011)

LOGO

Archbold D. van Beuren

  

Archbold D. van Beuren, 55, was elected to the Board of Directors in November 2009. Mr. van Beuren serves on the Finance and Corporate Development Committee.

 

Mr. van Beuren brings to the Board wide-ranging skills in operational management and extensive knowledge of the Company, its customers, its products and the food industry. He began his 26-year career with Campbell in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier; President of a division responsible for the North America Foodservice business and the Company’s Canadian, Mexican and Latin American businesses; and Senior Vice President and President — Global Sales and Chief Customer Officer from 2007 until his retirement from Campbell in October 2009. Mr. van Beuren began his career as an analyst with Belden & Associates Investments in 1979 and in 1980 moved to Triton Press, where he was Manager of Sales and Marketing.

 

Mr. van Beuren serves on the board of Bissell Company, Inc. He is a descendant of the founder of the Company.

 

Other Public Company Board Service (2007 to present)

 

None

 

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LOGO

Les C. Vinney

  

Les C. Vinney, 63, was elected to the Board of Directors in 2003. He is Chairman of the Audit Committee and also serves on the Finance and Corporate Development Committee. Mr. Vinney retired as President and CEO of STERIS Corporation in 2007, and served on the Board of the Federal Reserve Bank of Cleveland from 2005 through 2010.

 

Mr. Vinney brings to the Board extensive experience and perspective in the areas of accounting, finance and business operations. After joining STERIS Corporation in 1999 as Senior Vice President and Chief Financial Officer, he was elected President and Chief Executive Officer of that company from 2000 to 2007. From 2007 to 2009, Mr. Vinney served as a Senior Advisor to STERIS. Prior to joining STERIS, Mr. Vinney worked at Goodrich Corporation, which he joined in 1991 as Vice President of Finance — Specialty Chemicals and where he held successive executive positions until his election as Senior Vice President and Chief Financial Officer in 1998. Prior to joining Goodrich, Mr. Vinney held a number of senior operating and financial management positions with Engelhard Corporation. He began his career at Exxon Corporation in 1972 in financial management.

 

Other Public Company Board Service (2007 to present)

 

Patterson Companies, Inc. (2008 to present)

STERIS Corporation (2000 to 2007)

LOGO

Charlotte C. Weber

  

Charlotte C. Weber, 69, was elected a Director of Campbell in 1990. Ms. Weber serves on the Compensation and Organization Committee and the Governance Committee. She is a private investor and President and Chief Executive Officer of Live Oak Properties, a privately-held real estate management company.

 

Ms. Weber serves as the president of several private entities and also actively participates in various philanthropic organizations that assist educational and cultural institutions. As a descendant of the founder of the Company and a major shareowner, she brings to the Board a valuable perspective as a long-term investor with extensive knowledge of the Company’s historical development, organization, governance and culture.

 

Other Public Company Board Service (2007 to present)

 

None

 

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Security Ownership of Directors and Executive Officers

The following table sets forth information regarding beneficial ownership as of the record date (except where otherwise indicated) of Campbell’s stock by each director and director nominee, by each of the named executive officers identified in the Fiscal 2012 Summary Compensation Table included in this proxy statement, and by all directors and executive officers as a group. The table also sets forth Campbell stock units credited to each individual’s deferred compensation account upon deferral of previously earned compensation. Additional stock units are credited to the deferred compensation accounts upon payment of dividends. The individuals are fully at risk as to the value of the Campbell stock units in their deferred compensation accounts. The table also includes unvested, non-deferred restricted share units granted to executives under the Company’s Long-Term Incentive Program. Stock units in deferred compensation accounts and unvested restricted share units granted under the Long-Term Incentive Program do not carry voting rights, but the individuals do have a pecuniary interest in these units.

 

     Number of
Shares
    Number of
Shares
Underlying
Vested
Options
    Total Number
of Shares
Beneficially
Owned(a)
    Number of
Campbell Stock
Units Deferred
    Number of
Restricted
Share
Units
    Total  

Edmund M. Carpenter

    30,131        37,770        67,901        16,799        0        84,700   

Paul R. Charron

    12,315        28,516        40,831        34,723        0        75,554   

Bennett Dorrance(b)

    46,326,107        53,951        46,380,058        22,833        0        46,402,891   

Lawrence C. Karlson

    11,431        0        11,431        0        0        11,431   

Randall W. Larrimore

    10,944        28,516        39,460        0        0        39,460   

Mary Alice D. Malone(c)

    53,118,146        36,651        53,154,797        46,278        0        53,201,075   

Sara Mathew

    0        10,336        10,336        33,518        0        43,854   

Denise M. Morrison

    114,768        41,400        156,168        24,124        240,771        421,063   

William D. Perez

    16,401        0        16,401        0        0        16,401   

Charles R. Perrin

    13,166        28,516        41,682        35,415        0        77,097   

A. Barry Rand

    0        10,336        10,336        20,643        0        30,979   

Nick Shreiber

    13,881        0        13,881        0        0        13,881   

Tracey T. Travis

    3,450        0        3,450        0        0        3,450   

Archbold D. van Beuren(d)

    19,255,505        0        19,255,505        22,295        0        19,277,800   

Les C. Vinney

    56,244        0        56,244        0        0        56,244   

Charlotte C. Weber(e)

    12,765,119        36,651        12,801,770        31,609        0        12,833,379   

Mark R. Alexander

    66,234        0        66,234        8,985        111,008        186,227   

Ellen Oran Kaden

    157,189        175,900        333,089        54,078        162,900        550,067   

B. Craig Owens

    48,782        0        48,782        5,515        206,966        261,263   

David R. White

    7,543        116,400        123,943        161,749        92,280        377,972   

*TOTAL

    132,152,826        696,867        132,849,693        545,741        1,012,681        134,408,115   

 

* All directors, director nominees, named executive officers and other executive officers as a group (23 persons) own 42.1% of the outstanding shares of Campbell stock.

 

(a) The shares shown include shares of Campbell stock as to which directors and executive officers can acquire beneficial ownership because of stock options that are currently vested. All persons listed own less than 1% of the Company’s outstanding shares of stock, except:

 

     % of Outstanding
Shares

Bennett Dorrance

   14.8%

Mary Alice D. Malone

   16.9%

Archbold D. van Beuren

     6.1%

Charlotte C. Weber

     4.1%

 

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(b) Bennett Dorrance is a grandson of John T. Dorrance (the founder of the Company), the brother of Mary Alice D. Malone and a first cousin of Charlotte C. Weber. Share ownership shown includes 33,569,355 shares that are pledged to banks as collateral for loans. Share ownership shown does not include 1,105,142 shares held by trusts for his children, as to which shares he disclaims beneficial ownership. See also “Principal Shareowners” below.

 

(c) Mary Alice D. Malone is a granddaughter of John T. Dorrance, the sister of Bennett Dorrance and a first cousin of Charlotte C. Weber. Share ownership shown does not include 76,491 shares held by trusts for her children, as to which shares she disclaims beneficial ownership. See also “Principal Shareowners” below.

 

(d) Archbold D. van Beuren is a great-grandson of John T. Dorrance. Share ownership shown includes 18,361,353 shares held by the Voting Trust (defined in “Principal Shareowners” below) as of September 17, 2012 over which he, as a Voting Trustee, has shared voting power. Share ownership shown also includes 894,152 shares over which he has sole voting and dispositive power. Share ownership does not include 180,000 shares held by a trust for his wife, as to which shares he disclaims beneficial ownership. See also “Principal Shareowners” below.

 

(e) Charlotte C. Weber is a granddaughter of John T. Dorrance and a first cousin of Bennett Dorrance and Mary Alice D. Malone. Share ownership shown also includes 1,310,000 shares that are pledged to a bank as security for a revolving credit loan.

 

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Security Ownership of Certain Beneficial Owners

At the close of business on September 17, 2012, the record date for the meeting, there were outstanding and entitled to vote 313,543,930 shares of Campbell 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 stock as of the record date for the meeting follows:

 

Name/Address

   Amount/Nature of
Beneficial Ownership
   Percent of
Outstanding
Stock

Bennett Dorrance

DMB Associates

7600 E. Doubletree Ranch Road

Scottsdale, AZ 85258

   46,326,107(1)    14.8%

Mary Alice D. Malone

Iron Spring Farm, Inc.

75 Old Stottsville Road

Coatesville, PA 19320

   53,118,146(2)    16.9%

John A. van Beuren, Archbold D. van Beuren and David C.

Patterson, Voting Trustees under the Major Stockholders’ Voting

Trust dated as of June 2, 1990 (“Voting Trust”) and

Related Persons

   24,222,039(3)      7.7%

P.O. Box 545

Boca Grande, FL 33921(4)

     

 

(1) A director nominee. See note (b) on page 11.

 

(2) A director nominee. See note (c) on page 11.

 

(3) Archbold D. van Beuren is a director nominee. See note (d) on page 11.

Total disclosed above is as of September 17, 2012 and includes 18,361,353 shares (5.9% of the outstanding shares) held by the Voting Trust and 5,860,686 shares held outside the Voting Trust by Voting Trust participants or by persons related to them, for a total of 24,222,039 shares (7.7% of the outstanding shares).

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 a 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 Voting 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 Voting Trustees, whose decision must be approved by two of the three Voting Trustees. The Voting Trust continues until December 31, 2013, unless it is sooner terminated or extended.

Unless otherwise noted, the foregoing information relating to Principal 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.

 

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Corporate Governance

The Board of Directors is responsible for overseeing the business of the Company, and the competence and integrity of its management, to serve the long-term interests of the shareowners. The Board believes that sound corporate governance is essential to diligent and effective fulfillment of its oversight responsibilities.

Corporate Governance Standards

Campbell first published Corporate Governance Standards in its proxy statement in 1992. The Company’s current Corporate Governance Standards appear in Appendix A. Also set forth in Appendix A are procedures by which interested persons can communicate concerns to the Board of Directors and the Audit Committee.

Director Independence

A statement of standards that the Board has adopted to assist it in evaluating the independence of Campbell directors is set forth in Appendix A, and appears in the governance section of the Company’s Web site at www.campbellsoupcompany.com. The Standards for the Determination of Director Independence (the “Standards”) describe various types of relationships that could potentially exist between a director and the Company, and define the thresholds at which such relationships would be deemed material. The Board will deem a director to be independent if (i) no relationship exists that would disqualify the director under the guidelines set forth in paragraphs 1 and 2 of the Standards, and (ii) the Board has determined, based on all relevant facts and circumstances, that any other relationship between the director and the Company, not covered by paragraphs 1 and 2 of the Standards, is not material. In any case in which the Board makes the latter determination, the relationship will be disclosed in the proxy statement, along with the basis for the Board’s conclusion that it is not material.

The Board has determined that no relationship exists between the Company and any nominee for director listed in this proxy statement, except Ms. Morrison, which would influence or impair the nominee’s independence as a director. Each of the following directors and director nominees is independent under the rules of the New York Stock Exchange and the Standards set forth in Appendix A:

 

Edmund M. Carpenter

  

Charles R. Perrin

Paul R. Charron

  

A. Barry Rand

Bennett Dorrance

  

Nick Shreiber

Lawrence C. Karlson

  

Tracey T. Travis

Randall W. Larrimore

  

Archbold D. van Beuren

Mary Alice D. Malone

  

Les C. Vinney

Sara Mathew

  

Charlotte C. Weber

William D. Perez

  

Board Leadership Structure

Campbell has a longstanding tradition of separating the roles of Chairman of the Board and Chief Executive Officer. The Board continues to believe that this is the most appropriate leadership structure for the Company. The principal responsibility of the Chief Executive Officer is to manage the business. The principal responsibilities of the Chairman of the Board are to manage the operations of the Board of Directors and its committees and provide counsel to the Chief Executive Officer on behalf of the Board.

 

 

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Board Committee Structure

Pursuant to the By-Laws, the Board had established four standing committees as of the record date: the Audit Committee, the Compensation and Organization Committee, the Finance and Corporate Development Committee and the Governance Committee. Each of the standing committees has a charter that is reviewed annually by that committee. Proposed changes to the charter of any standing committee are reviewed by the Governance Committee and approved by the Board. The committee charters are available in the governance section of the Company’s Web site at www.campbellsoupcompany.com.

All members of the Audit Committee, the Compensation and Organization Committee and the Governance Committee are independent directors as defined by the rules of the New York Stock Exchange and the Standards set forth in Appendix A. All members of the Audit Committee also satisfy the independence requirements for audit committee members set forth in the SEC rules.

Membership in the standing committees as of the record date, September 17, 2012, was as follows:

 

Audit

 

Compensation
and Organization

Les C. Vinney, Chair*   Charles R. Perrin, Chair

Lawrence C. Karlson

  Edmund M. Carpenter

Sara Mathew

  Bennett Dorrance

A. Barry Rand

  Randall W. Larrimore

Nick Shreiber

  Mary Alice D. Malone

Tracey T. Travis

  William D. Perez
  Charlotte C. Weber

 

Finance and

Corporate Development

 

Governance

Edmund M. Carpenter, Chair   Bennett Dorrance, Co-chair
Lawrence C. Karlson   Randall W. Larrimore, Co-chair
Mary Alice D. Malone   Sara Mathew
William D. Perez   A. Barry Rand
Charles R. Perrin   Nick Shreiber
Archbold D. van Beuren   Tracey T. Travis
Les C. Vinney   Charlotte C. Weber

 

* The Board has determined that Les C. Vinney is an audit committee financial expert as defined by the SEC rules.

 

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The principal responsibilities of the standing committees, and the number of meetings held by each committee in fiscal 2012, were as follows:

 

Audit Committee    11 meetings in fiscal 2012

 

  ·  

Evaluates the performance of and selects the Company’s independent registered public accounting firm, subject only to ratification by the shareowners;

 

  ·  

Reviews the scope and results of the audit plans of the independent registered public accounting firm and the internal auditors;

 

  ·  

Oversees the adequacy and effectiveness of the Company’s internal controls and disclosure controls and procedures;

 

  ·  

Reviews the performance and resources of the internal audit function, which reports directly to the Audit Committee;

 

  ·  

Confers independently with the internal auditors and the independent registered public accounting firm;

 

  ·  

Reviews the Company’s financial reporting and accounting principles and standards and the audited financial statements to be included in the annual report;

 

  ·  

Reviews the Company’s quarterly financial results and related disclosures;

 

  ·  

Approves all permissible non-audit services to be performed by the independent registered public accounting firm and all relationships that the independent registered public accounting firm has with the Company;

 

  ·  

Determines the appropriateness of fees for audit and non-audit services performed by the independent registered public accounting firm; and

 

  ·  

Reviews the Company’s compliance and ethics program and Code of Business Conduct and Ethics.

 

Compensation and Organization Committee    5 meetings in fiscal 2012

 

  ·  

Conducts an annual performance evaluation of the Chief Executive Officer by all independent directors;

 

  ·  

Determines and approves the salary and incentive compensation, including bonus and performance restricted stock, for the Chief Executive Officer, with input from the other independent directors;

 

  ·  

Reviews and approves the salaries and incentive compensation for senior executives;

 

  ·  

Reviews and approves the short-term and long-term incentive compensation programs, including the performance goals;

 

  ·  

Reviews the executive salary structure and the apportionment of compensation among salary and short-term and long-term incentive compensation;

 

  ·  

Reviews and approves the total incentive compensation to be allocated annually to employees;

 

  ·  

Reviews and recommends to the Board significant changes in the design of employee benefit plans;

 

  ·  

Reviews major organizational changes; and

 

  ·  

Reviews executive organization and principal programs for executive development, and annually reports to the Board on management development and succession planning.

For a discussion of the process by which the Compensation and Organization Committee determines executive compensation and the roles of executive officers and the Committee’s independent compensation consultant in determining executive compensation in fiscal 2012, see “Corporate Governance of Executive Compensation” on page 23.

 

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Finance and Corporate Development Committee    7 meetings in fiscal 2012

 

  ·  

Reviews and recommends to the Board all issuances, sales or repurchases of equity and long-term debt;

 

  ·  

Reviews and recommends changes in the Company’s capital structure;

 

  ·  

Reviews and recommends the financing plan, dividend policy, capital budget and capital expenditure program;

 

  ·  

Reviews and recommends acquisitions, divestitures, joint ventures, partnerships or combinations of business interests;

 

  ·  

Reviews financial risks and the Company’s principal policies, procedures and controls with respect to investment and derivatives, foreign exchanges and hedging transactions;

 

  ·  

Recommends proposed appointments to the Administrative Committee of the Company’s 401(k) savings plan and pension plans; and

 

  ·  

Oversees the administration and the investment policies and practices of the Company’s 401(k) saving plan and pension plans.

 

Governance Committee    6 meetings in fiscal 2012

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;

 

  ·  

Evaluation of the Chairman’s performance;

 

  ·  

Candidates 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 individual directors in the Company’s corporate governance process.

The Governance Committee determines the amount and design of all compensation provided to non-employee directors. The Senior Vice President—Chief Legal and Public Affairs Officer and the Vice President and Corporate Secretary make recommendations to the Governance Committee regarding changes to the director compensation program. The Governance Committee also reviews any transaction with a related person, in accordance with the Board’s policy concerning such transactions.

The Governance Committee seeks potential nominees for Board membership in various ways and will consider suggestions submitted by shareowners. See page 18 regarding the procedures for submitting nominee information.

Actions taken by any of the standing committees are reported to the Board. Generally, all members of the Board receive copies of the minutes of all committee meetings and copies of the materials distributed in advance of the meetings for all of the committees.

Compensation and Organization Committee Interlocks and Insider Participation

There are no Compensation and Organization Committee interlocks, and all members of the Committee are independent.

 

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Evaluations of Board Performance

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 accordance with the requirements of the Corporate Governance Listing Standards of the New York Stock Exchange, in 2012, the Board completed an evaluation process focusing on the effectiveness of the performance of the Board as a whole, and each standing committee conducted a separate evaluation of its own performance and of the adequacy of its charter. The Governance Committee designed and coordinated the Board evaluation and reported on its results. Each committee also reported to the Board on the results of its annual self-evaluation.

In the Board evaluation process, each non-employee director completed an evaluation form that solicited directors’ assessments regarding 30 questions relating to the qualifications and responsibilities of directors, the effectiveness of Board and committee operations, and the oversight of management. Following review and discussion of a composite report by the Governance Committee, its Co-Chairs presented a report to the Board that provided recommendations to enhance Board effectiveness based upon the responses received in this process.

In the committee evaluation process, the members of each standing committee completed an evaluation form that elicited assessments regarding the appropriateness of the committee’s charter and the adequacy of the written materials distributed in advance of meetings, the time available for discussion of important policy matters, and the manner in which specific committee responsibilities were discharged. Following discussion of a composite report within each committee, the chair of the committee reported to the Board regarding its overall findings and recommendations to improve committee operations.

Director Continuing Education

Since fiscal 2005, the Company has maintained a formal program of continuing education for directors. In September 2010, the Governance Committee revised the program and established the expectation that each Director will complete a total of 16 hours of director continuing education over the course of two years through a combination of Company-sponsored courses or events, in-person or online director education programs sponsored by outside parties, online training courses offered as part of the Company’s compliance training program for employees, and certain other educational experiences as may be approved by the Governance Committee from time to time. In fiscal 2012, directors participated in Company-sponsored sessions on business-related topics, and also participated in courses provided by outside parties covering various governance matters and issues of concern to audit and compensation committee members.

Board Oversight of Enterprise Risk

In accordance with New York Stock Exchange Corporate Governance Listing Standards, the Audit Committee charter assigns to that committee the responsibility to review the Company’s policies and practices with respect to risk assessment and risk management, including major financial risk exposures, and the steps management has taken to monitor and control such exposures. As noted in the commentary to the Listing Standards, enterprise risk management is fundamentally a responsibility of the Company’s management, but the Audit Committee is charged with reviewing the policies and practices that govern this process.

In 2006, the Audit Committee recommended, and the Board approved, a framework pursuant to which the Board as a whole and each of the standing committees have been assigned specific accountabilities for review of the Company’s management of certain categories of enterprise risk. The responsibilities reflected in the framework are included in the annual schedules of recurring agenda items for the Board and the respective committees, and the Audit Committee reviews the framework annually. In addition, a review of the principal enterprise risks whose oversight is assigned to the Board as a whole is incorporated in the Board’s annual agenda.

 

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Process for Nomination and Evaluation of Candidates for Director

The Governance Committee is responsible for investigating, reviewing and evaluating the qualifications of candidates for membership on the Board and for assessing the contributions and performance of directors eligible for re-election. It is also responsible for recommending director nominees for approval by the Board and nomination for election at the Annual Meeting of Shareowners.

Recommendation of New Nominees.    When vacancies on the Board arise due to the retirement or resignation of directors, the Governance Committee may consult with other directors and/or with senior management to obtain recommendations of potential candidates to fill these positions, and may also retain a search firm to assist it in identifying and evaluating candidates. The Governance Committee also considers candidates for election to the Board who are recommended to the Committee by shareowners.

Please see page 1 for a description of the criteria for the selection of directors.

All candidates considered by the Governance Committee for potential recommendation to the Board as director nominees are evaluated by the Governance Committee in light of the minimum qualifications listed on page 1. When vacancies occur, the Governance Committee also reviews the overall composition of the Board to determine whether the addition of a director with one or more of the additional skills or qualities listed on page 1 would be desirable to enhance the effectiveness of the Board, and whether candidates with other specific experience or expertise should be sought at that particular time. If a search firm is retained to assist in identifying and evaluating candidates, the Governance Committee also considers the assessments of the search firm and the background information it provides on the persons recommended for consideration. The Chairman of the Board, the Co-Chairs of the Governance Committee and the Chief Executive Officer customarily interview leading candidates. Other directors and/or members of senior management may also interview these candidates. Candidates recommended by shareowners will be evaluated using the same process that is employed to evaluate any other candidate.

2012 Nominees.    All director nominees listed in this proxy statement were also nominated by the Board and elected by the shareowners in November 2011.

Re-Nomination of Incumbent Directors.    The Company’s Corporate Governance Standards require the Governance Committee to assess the performance of each director eligible for re-election at the Annual Meeting. The Governance Committee’s annual agenda contemplates that these assessments will occur in advance of the Governance Committee’s recommendation of a slate of director nominees for approval by the Board. In the individual director assessment conducted by the Governance Committee in fiscal 2012, each director serving at the time of such assessment was evaluated in light of the criteria set forth in the Corporate Governance Standards with respect to the qualification of directors and the composition of the Board. In addition, the Co-Chairs of the Governance Committee solicited an assessment of each director from the Chairman of the Board.

Shareowner Recommendations.    Shareowners who wish to recommend candidates for nomination for election to the Board may do so by writing to the Corporate Secretary of Campbell Soup Company at 1 Campbell Place, Camden, New Jersey 08103-1799. The recommendation must include the following information:

 

  1. The candidate’s name and business address;

 

  2. A resume or curriculum vitae which describes the candidate’s background and demonstrates that he or she meets the minimum qualifications set forth above;

 

  3. A letter from the candidate stating that he or she is willing to serve on the Board if elected, and identifying any legal or regulatory proceedings in which he or she has been involved during the last ten years; and

 

  4. A statement from the shareowner recommending the candidate, indicating that he or she is the registered owner of Campbell shares, or a written statement from the “record holder” of Campbell shares indicating that the shareowner is the beneficial owner of such shares.

 

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Requirement of Majority Shareowner Votes in Uncontested Director Elections

In 2007 the Board adopted a policy, set forth in the Company’s Corporate Governance Standards, which provides that any nominee for director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election shall immediately tender an offer of resignation following certification of the shareowner vote. The Board will accept the resignation unless there is compelling reason for the director to remain on the Board, and will promptly disclose the action it has taken and the reasons for it.

Director Attendance at Board and Committee Meetings

Directors meet their responsibilities by preparing for and attending Board and committee meetings, and through communication with the Chairman, the Chief Executive Officer and other members of management on matters affecting the Company. During fiscal 2012, the Board of Directors held six regular meetings. All directors attended at least 75% of scheduled Board meetings and meetings held by committees of which they were members.

Director Attendance at Annual Meeting of Shareowners

All directors who are standing for re-election are expected to attend the Annual Meeting of Shareowners. All current directors who were also members of the Board of Directors as of November 17, 2011, attended the 2011 Annual Meeting of Shareowners.

The Corporate Governance section beginning on page 13 was reviewed and discussed by the Governance Committee, and the Governance Committee recommended to the Board that it be included in this proxy statement.

Governance Committee

Bennett Dorrance, Co-Chair

Randall W. Larrimore, Co-Chair

Sara Mathew

A. Barry Rand

Nick Shreiber

Tracey T. Travis

Charlotte C. Weber

 

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Transactions with Related Persons

Under the Company’s written Policy Concerning Transactions with Related Persons (the “Related Persons Policy”), the Governance Committee is required to review and, in appropriate circumstances, approve or ratify any transaction in which the Company was or is to be a participant, the amount involved exceeded or is expected to exceed $120,000 and any related person had or will have a direct or indirect interest, as well as any material amendment to or modification of such a transaction.

Management has established procedures for identifying and monitoring transactions that may be subject to Governance Committee review under the Related Persons Policy or disclosure under SEC rules. Under the Company’s conflicts of interest policy, directors and executive officers have a duty to report transactions in which they or their immediate family members have a direct or indirect interest and which might be deemed to constitute related person transactions. Directors and executive officers also annually complete a proxy questionnaire in which they are asked to identify all for-profit and not-for-profit entities with which they are associated. Based on the disclosures in the proxy questionnaires, management ascertains whether the Company has engaged or is expected to engage in any transactions involving these entities, directly or indirectly, of which the relevant director or executive officer may be unaware.

The Related Persons Policy specifies that the Governance Committee shall review the material terms of such a transaction, including the approximate dollar amount, and the material facts as to the related person’s direct or indirect interest in, or relationship to, the transaction. In determining whether to approve or ratify a transaction, the Governance Committee is directed to consider, among other factors it may deem appropriate, whether the transaction was or will be on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances. No director may participate in the discussion or approval of a transaction in which he or she, or a member of his or her immediate family, has a direct or indirect interest.

The Co-Chairs of the Governance Committee (or, if a transaction involves one of the Committee Co-Chairs, the Chairman of the Board) may approve or ratify a related person transaction in which the aggregate amount involved is less than $1 million. Any transaction approved by the Co-Chairs or the Chairman is to be reported to the Governance Committee at its next regularly scheduled meeting.

The following types of transactions are deemed by the Related Persons Policy to have been approved in advance by the Governance Committee, even if the aggregate amount involved exceeded or will exceed $120,000:

 

  ·  

Compensation paid by the Company to a director or executive officer for services rendered to the Company as a director or executive officer.

 

  ·  

Transactions with other entities in which a related person has a direct or indirect interest solely as a result of being a director of the other entity or of owning, with all other related persons, a less than 10% equity or limited partnership interest in the entity, and the aggregate amount of the transaction does not exceed the greater of $1 million or 2% of that entity’s total annual revenues.

 

  ·  

Contributions by the Company to charitable organizations with which a related person’s relationship is solely that of an employee (other than an executive officer), director or trustee, and the aggregate amount of the contribution does not exceed the lesser of $25,000 or 2% of the charitable organization’s annual receipts.

 

  ·  

Transactions in which a related person’s only interest is as a holder of the Company’s stock, and all holders received or will receive proportional benefits (such as the payment of regular quarterly dividends).

 

  ·  

Transactions involving competitive bids.

 

  ·  

Transactions in which the rates or charges are regulated by law or government authority.

 

  ·  

Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

There were no transactions during the period from July 31, 2011 to October 1, 2012, and none are currently proposed, in which the Company was or is to be a participant, the amount involved exceeded or is expected to exceed $120,000, and any related person had or will have a direct or indirect material interest.

 

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Audit Committee Report

The Audit Committee is comprised of the six directors named below. The Board has determined that each member of the Committee meets the current requirements as to independence, experience and expertise established by the New York Stock Exchange and applicable rules and regulations. In addition, the Board of Directors has determined that Les C. Vinney is an audit committee financial expert as defined by SEC rules. A copy of the Audit Committee Charter, as most recently updated in September 2004, is available at the Company’s corporate website at www.campbellsoupcompany.com in the governance section under Board Committees.

One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of the Company’s financial statements and financial reporting process, including its system of internal controls.

To fulfill these oversight responsibilities, the Committee has reviewed and discussed with management and the independent registered public accounting firm the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2012, and has reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committee (as amended). In addition, the Committee has received from the independent auditors a written report stating that they are not aware of any relationships between the registered public accounting firm and the Company that, in their professional judgment, may reasonably be thought to bear on their independence, as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence. The Committee has discussed with the independent registered public accounting firm the firm’s objectivity and independence. The Committee has also considered whether the provision of non-audit services by the independent registered public accounting firm to the Company for the most recent fiscal year and the fees and costs billed and expected to be billed by the independent registered public accounting firm for those services are compatible with maintaining its independence.

The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Committee has reviewed with the internal auditors and independent registered public accounting firm, with and without members of management present, the results of their examinations, their assessment of the Company’s internal controls and the overall quality of the Company’s financial reporting. In addition, the Audit Committee has discussed with the Chief Executive Officer and the Chief Financial Officer the processes that they have undertaken to evaluate the accuracy and fair presentation of the Company’s financial statements and the effectiveness of the Company’s system of disclosure controls and procedures.

Based on the review and discussions described in this report, the Audit Committee recommended to the Board of Directors that Campbell’s audited consolidated financial statements be included in Campbell’s Annual Report on Form 10-K for the fiscal year ended July 29, 2012, for filing with the Securities and Exchange Commission. The Audit Committee also recommended to the Board that PricewaterhouseCoopers LLP be appointed independent registered public accounting firm for the Company for fiscal 2013.

Audit Committee

Les C. Vinney, Chair

Lawrence C. Karlson

Sara Mathew

A. Barry Rand

Nick Shreiber

Tracey T. Travis

 

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Independent Registered Public Accounting Firm Fees and Services

The aggregate fees, including expenses, billed by PricewaterhouseCoopers LLP, Campbell’s independent registered public accounting firm, for professional services in fiscal 2012 and 2011 were as follows:

 

Services Rendered

   Fiscal 2012      Fiscal 2011  

Audit Fees

   $ 4,113,000       $ 3,962,000   

Audit-Related Fees

   $ 58,000       $ 39,000   

Tax Fees

   $ 667,000       $ 572,000   

All Other Fees

   $ 22,000       $ 9,000   

The Audit Committee’s charter provides that the Committee will pre-approve all audit services and all permissible non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm. From time to time, the Committee may delegate its authority to pre-approve non-audit services to one or more Committee members. Any such approvals shall be reported at the next Audit Committee meeting.

The audit fees for the years ended July 29, 2012, and July 31, 2011, include fees for professional services rendered for the audits of the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company, quarterly reviews, statutory audits, SEC filings, comfort letters and accounting consultations.

The audit-related fees for the years ended July 29, 2012, and July 31, 2011, include fees for services related to accounting considerations, pension plan audits and agreed-upon procedures reports.

Tax fees for the years ended July 29, 2012, and July 31, 2011, include fees for services related to tax compliance, including the preparation of tax returns and tax assistance with tax audits, transfer pricing and expatriate tax matters.

Other fees for the years ended July 29, 2012, and July 31, 2011, include fees associated with the use of accounting and technical research software and use of a human resource benchmarking tool.

In fiscal 2012 and 2011, 100% of the audit fees, audit-related fees, tax fees and all other fees were approved either by the Audit Committee or its designee.

Compensation and Organization Committee Report

The Compensation and Organization Committee has reviewed and discussed the following Compensation Discussion and Analysis with management, and based on such reviews and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and Organization Committee

Charles R. Perrin, Chair

Edmund M. Carpenter

Bennett Dorrance

Randall W. Larrimore

Mary Alice D. Malone

William D. Perez

Charlotte C. Weber

 

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Compensation Discussion and Analysis (“CD&A”)

Corporate Governance of Executive Compensation

The Compensation and Organization Committee (“Committee”) approves the Company’s executive compensation policies and programs, reviews major organizational changes and reviews the Company’s succession planning and leadership development processes. The Committee’s charter is available in the governance section of the Company’s Web site at www.campbellsoupcompany.com. The Board has determined that all members of the Committee are independent directors as defined by the New York Stock Exchange rules and the Company’s Standards.

The Committee annually reviews the Company’s compensation strategy, principles and policies, including the apportionment of pay between fixed compensation elements and incentive compensation, and the design of incentive compensation programs. The Committee approves all compensation and benefits for senior executives, authorizes the aggregate amount of annual incentive awards for all eligible participants under the Annual Incentive Plan (“AIP”) and the Long-Term Incentive (“LTI”) Program, and authorizes the Chief Executive Officer (“CEO”) to allocate the other awards under the AIP and LTI Program, up to the aggregate amount.

Each September, the Committee reviews the performance of the senior executives and approves for each executive his or her base salary, annual incentive payment and long-term incentive grant. This review of all major elements of executive compensation at one time provides the Committee with a comprehensive analysis of the target dollar amount of compensation being delivered by each element of compensation, assuming the required performance goals are 100% attained.

The Committee approves all compensation actions for approximately the top 15 senior executive positions in the Company, including the CEO, Chief Financial Officer and the other most highly compensated executive officers who are named in the summary compensation table (“named executive officers” or “NEOs”). By the terms of its charter, the Committee has delegated to the Chair of the Committee the authority to approve compensation actions for the Company’s senior executives between Committee meetings when necessary for business continuity purposes. The Chair of the Committee and the Chairman of the Board of Directors must jointly approve any equity grants made to senior executives between meetings.

It is the Company’s customary practice for the CEO and the Senior Vice President and Chief Human Resources Officer to provide recommendations to the Committee on compensation actions for these senior executives (except for his or her own compensation actions) and on potential changes in the design of executive compensation programs. In September 2012, the CEO and the Senior Vice President and Chief Human Resources Officer recommended to the Committee compensation actions for approximately the top 15 senior executive positions (other than their own positions), including AIP awards for fiscal 2012 and base salaries and LTI grants for fiscal 2013.

Since fiscal 2008, the Committee has retained Yale D. Tauber, the Principal of Independent Compensation Committee Adviser, LLC, as an independent compensation consultant. Mr. Tauber is retained directly by the Committee and reports directly to the Committee. During fiscal 2012, Mr. Tauber advised the Committee on CEO compensation, compensation trends, governance issues and other matters of interest to the Committee. Mr. Tauber works solely for the Committee, provided no services to management in fiscal 2012 and will not be retained by management for any services during fiscal 2013.

The Senior Vice President-Chief Legal and Public Affairs Officer and the Senior Vice President and Chief Human Resources Officer work with the Committee to develop the annual list of agenda items and the annual schedule of meetings for the Committee, which are set prior to each fiscal year. The list of agenda items is approved by the Committee.

 

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Compensation Principles and Policies

The Committee annually reviews, and the Board approves, the principles and policies for executive compensation. The principles and policies are:

 

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Campbell offers a total compensation package that is designed to attract, motivate and retain talent of the caliber needed to deliver successful business performance in absolute terms and relative to competition.

 

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Campbell’s compensation program is designed to link pay to Company, business unit and individual performance in absolute terms and relative to competition.

 

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Compensation levels are set by comparing Campbell’s pay levels and practices to the practices of other food, beverage and consumer products companies in the Compensation Peer Group (see below) where the Company primarily competes for executive talent. Composition of this group is reviewed annually by the Committee.

 

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Campbell targets base salaries, annual incentives and total annual cash compensation to the median of the Compensation Peer Group. Long-term incentives are targeted above the median. Total compensation, consisting of salary, annual incentives and long-term incentives, is targeted at 5% to 10% above the median, in the aggregate. For the top executive positions, a regression analysis is performed to adjust the compensation data for differences in the total revenues of the various companies compared to Campbell’s total revenue. The Company’s competitive position is reviewed annually by the Committee.

 

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Annual incentive payments are based on annual Company performance compared with goals established at the beginning of the fiscal year in four measurement areas relating to the Company’s financial, marketplace, operational and strategic objectives for that year. The Committee evaluates performance compared to goals each year and determines the total AIP pool available.

 

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Long-term incentive grants are delivered in a combination of performance-restricted share units and time-lapse restricted share units, with the mix varying by level of responsibility within the organization. Employees with higher levels of responsibility receive a higher percentage of performance-restricted share units.

 

   

Senior executives have a substantial portion of compensation at risk, based upon the achievement of the performance goals for annual incentive payments and the performance goals for long-term incentives. When Company performance is strong, senior executives will receive compensation that is well above the median of the Compensation Peer Group. When Company performance is weak, senior executives will receive compensation well below the median. To align the interests of the Company’s senior executives with those of shareowners, a higher proportion of incentive compensation is delivered to senior executives through long-term incentives that are paid out depending upon the Company’s financial performance (see below for description of the LTI Program).

Compensation Objectives

The objectives of the Company’s executive compensation program are to:

 

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Align the financial interests of the Company’s executives with those of its shareowners, in both the short and long term;

 

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Provide incentives for achieving and exceeding the Company’s short-term and long-term goals;

 

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Attract, motivate and retain highly competent executives by providing total compensation that is competitive with compensation paid at other well-managed companies in the food, beverage and consumer products industries; and

 

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Differentiate the level of compensation paid to executives based on individual and business unit performance, leadership potential, and level of responsibility within the organization. Individual performance is rated based upon demonstrated leadership skills, accomplishment of objectives, business unit or functional accountabilities and personal contributions.

 

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Results of 2011 Shareowner Advisory Votes Relating to Executive Compensation

At the 2011 Annual Meeting of Shareowners, the Company held its first shareowner advisory vote on executive compensation, or say-on-pay vote, and its first shareowner advisory vote on the frequency of future say-on-pay votes. Ninety-seven percent (97%) of the votes cast were in favor of the say-on-pay proposal, and ninety-six percent (96%) of the votes cast concurred with the Board’s recommendation to hold future say-on-pay votes annually.

As the Committee evaluated the Company’s compensation principles and policies during fiscal 2012, it was mindful of this favorable outcome and the shareowners’ strong support of the Company’s compensation objectives and compensation programs. The Committee has maintained its general approach to executive compensation, and made no material changes in fiscal 2012 to the compensation principles and policies or the objectives of the Company’s compensation program. Consistent with the Board’s recommendation and the results of the shareholder advisory vote on the frequency proposal, the Company will hold say-on-pay votes annually until the next shareowner advisory vote on frequency takes place. See “Item 3 — Advisory Vote on Executive Compensation” on pages 55 through 56 for additional information on the 2012 say-on-pay vote.

Peer Groups

The Committee identifies both a Compensation Peer Group and a Performance Peer Group in designing and determining compensation for its executive officers. The Committee uses the Compensation Peer Group to evaluate the competitiveness of executive compensation and uses the Performance Peer Group to measure the competitiveness of the Company’s total shareowner return (“TSR”) performance. In order to determine total compensation paid by companies that compete with Campbell for executive talent, in fiscal 2012, the Committee compared Campbell’s total compensation levels with the levels at 29 companies in the food, beverage and consumer products industries (“Compensation Peer Group”), using compensation data provided by Aon Hewitt. Given Campbell’s relatively small size in relation to many of the companies in the Compensation Peer Group, a regression analysis was performed to adjust the compensation data for the top positions for differences in the total revenues of the various companies compared to Campbell’s total revenue. The Committee believes that use of the Compensation Peer Group is the most effective method to evaluate and set the compensation needed to attract, motivate and retain the executive talent needed to manage the Company’s businesses and operations successfully, because these are the primary companies with which Campbell competes for senior executives. Use of this peer group also provides a broad database that allows Campbell to obtain accurate, representative survey information for a majority of its positions. The composition of the Compensation Peer Group is approved by the Committee each fiscal year after obtaining advice from its independent compensation consultant. For the purpose of determining fiscal 2012 compensation, the Compensation Peer Group consisted of the following companies:

Compensation Peer Group

 

Altria Group   H. J. Heinz Company (1)   Mead Johnson Nutrition Company (1)
Anheuser-Busch Companies, Inc.   Hershey Foods Corporation (1)   Nestle USA, Inc.
The Clorox Company   Hormel, Inc. (1)   PepsiCo, Inc.
The Coca-Cola Company   Johnson & Johnson Company   The Procter & Gamble Company
Colgate-Palmolive Company   The J.M. Smucker Company (1)   Reynolds American Inc.
ConAgra Foods, Inc. (1)   Kellogg Company (1)   S.C. Johnson & Son, Inc.
Dean Foods (1)   Kimberly-Clark Corporation   Sara Lee Corporation
Del Monte Foods Company   Kraft Foods, Inc. (1)   Tyson Foods (1)
Diageo North America, Inc.   Mars, Inc.   Unilever United States, Inc.
General Mills, Inc. (1)   McCormick & Company, Inc. (1)  

 

(1) These companies, plus Campbell, constitute the Standard and Poor’s Packaged Foods Group (“Performance Peer Group”), which is used to measure TSR performance for calculation of the payout of TSR performance-restricted share units under the LTI Program.

 

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The Performance Peer Group, which is a subset of the Compensation Peer Group, is independently selected by Standard and Poor’s (“S&P”) based upon the similarities of the companies’ businesses in the packaged foods industry. Companies that are added to and deleted from the S&P Packaged Foods Group are automatically added to or deleted from the list of companies whose TSR rankings are compared to Campbell’s ranking for TSR performance-restricted stock units. The list of companies in the S&P Packaged Foods Group is readily available through S&P. The Committee and management exercise no discretion in selecting the companies that are included in the S&P Packaged Foods Group. The use of this Performance Peer Group for comparing TSR was recommended by the Committee’s independent compensation consultant in 2005. The Committee reviewed the Performance Peer Group in fiscal 2012 and continues to believe that it is the appropriate group in Campbell’s industry against which to measure the Company’s TSR performance. TSR performance of the companies in the Compensation Peer Group that are not in the packaged foods industry is more likely to be affected by economic developments that do not affect the packaged foods industry.

Risk Assessment — Incentive Compensation Programs

During fiscal 2012, management completed, for review by the Committee, an assessment of the Company’s compensation programs on a global basis, with a focus on incentive compensation programs. Based on a number of factors, including the governance process employed, the relative size of the potential payouts in the aggregate and for any individual, the inclusion of a “cap” on the maximum payout and the use of multiple metrics in the respective incentive programs, the Committee believes that the Company’s compensation programs do not present a risk that is reasonably likely to have a material adverse effect on the Company.

Elements of Executive Compensation

The elements of Campbell’s executive compensation program are:

 

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base salary;

 

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performance-based annual incentive compensation;

 

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long-term equity incentive compensation;

 

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pension and nonqualified deferred compensation benefits;

 

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perquisites; and

 

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post-termination compensation and benefits.

The proportion of compensation delivered in each of these elements is designed to:

 

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put more compensation at risk based upon Company or business unit and individual performance for senior executives whose performance is more likely to influence the results of the executive’s business unit or function, or the results of the Company;

 

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provide the opportunity for executives to earn above-median compensation primarily through annual and long-term incentives, with performance goals that align executives’ interests directly with those of Campbell’s shareowners;

 

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provide consistency over time in the proportion of compensation opportunity among the elements, while varying actual pay based upon Company, business unit and individual performance; and

 

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be competitive with the practices of the Compensation Peer Group in order to attract, motivate and retain key executives.

Base Salary

Base salaries are intended to provide a base level of income that is competitive in relation to the responsibilities of each executive’s position. Midpoints of base salary ranges are targeted at the median of the Compensation Peer Group, reduced by regression for executive officers based on revenue by reason

 

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of the Company’s relatively small size compared to many of the companies in the Compensation Peer Group. Salary ranges and individual salaries for senior executives are reviewed annually by the Committee. The Committee considers salary levels for senior executives each September, when it also reviews the performance of those executives. Merit increases are generally based on the CEO’s (for executives other than the CEO) and the Committee’s assessment of individual performance. Targets for annual incentive payments and long-term incentive grants are a percentage of base salary (see below).

The Committee considers a number of factors in determining individual base salaries, including the scope of an individual’s job responsibilities, his or her individual contributions, business performance, job market conditions, the Company’s salary budget guidelines, and the individual’s current base salary as compared with those of persons in similar positions at other companies in the Compensation Peer Group, as well as within the Company. The Committee does not utilize a mathematical formula in which these factors or their interrelationships are quantified and weighted (either in general, or with respect to any individual executive). During a particular year, one factor or group of factors may play a more significant role in the determination of an executive’s base salary than in other years, based on the Committee’s judgment and discretion.

An executive’s individual performance may be assessed based upon any of his or her demonstrated leadership skills, accomplishment of objectives, business unit or functional accountabilities, and personal contributions. A broad range of factors relevant to each of these areas, generally qualitative in nature, may be considered in this assessment. The Committee’s judgments regarding base salaries are also strongly influenced by the judgments and recommendations of the CEO with respect to the other named executive officers. In the case of the CEO’s base salary, the assessment is made by the Committee and the Board.

Named executive officers, like other executives of the Company, have annual performance objectives which include individual goals that relate to the business performance of the Company and/or the individual’s business unit or corporate function. As indicated above, the extent to which an executive attains these objectives is one of the factors considered in determining his or her base salary for the following year. However, no single individual performance factor or specific set of individual or business performance factors is dispositive in this determination, and no specific factor or specific set of factors is material to determinations concerning base salaries for any of the named executive officers.

Annual Incentive Plan (“AIP”)

Annual incentives are cash awards that are intended to motivate and reward the achievement of business goals approved by the Board in the annual operating plan and three-year strategic plan, and to assure that these goals are achieved in a manner that strengthens the business for the long term. Annual incentive targets are set at the median of the Compensation Peer Group. At the beginning of each fiscal year, the Committee establishes a competitive annual incentive target, expressed as a percent of base salary, for each executive salary level. For fiscal 2012, the annual incentive targets for senior executives, other than the CEO, ranged from 60% to 100% of base salary, with executives at the higher levels having a higher percentage at risk. These percentages are at or near the median for similar executive positions at companies in the Compensation Peer Group. The sum of the individual incentive targets for all participants (approximately 1,800 executives, managers and professionals) comprises the target incentive pool.

Since fiscal 2003, the Committee has used a Company “scorecard” in which many quantitative and qualitative goals for the Company as a whole and its business units are established at the beginning of each fiscal year for the purposes of the AIP. The goals defined in the scorecard fall within four key measurement areas relating respectively to the Company’s financial, strategic, operational and marketplace objectives. Goals identified in each area include a mix of quantitative and qualitative factors. The goals in the four measurement areas require effective execution of business plans and are difficult to attain. Corresponding goals, consistent with the total Company scorecard, are established for the respective business units. The goals listed in the scorecard are not weighted in any manner.

The Company scorecard adopted in connection with the administration of the AIP for fiscal 2012 was modified to focus on performance goals critical to the execution of the Company’s new strategic objectives. Goals in the financial area for fiscal 2012 included, among other things, objectives related to

 

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net sales and earnings per share (“EPS”). In fiscal 2012, the goal for net sales was $7.808 billion and the adjusted EPS goal was $2.40, excluding certain transactions not considered to be part of the ongoing business. Marketplace goals consisted of measures relating to consumer purchases of the Company’s products. Operational goals consisted of objectives relating to innovation, customer relationships, cost management, product quality, succession planning and talent development. Goals in the strategic area included objectives relating to the Company’s three growth strategies, which are: (1) to stabilize and then profitably grow the Company’s North America soup and simple meals business, (2) to expand the Company’s international presence, and (3) to continue to drive growth in the Company’s healthy beverages and baked snacks businesses.

After a fiscal year has ended, the Committee assesses total Company performance in light of the goals enumerated in the scorecard for that year, and, based on that assessment, determines the aggregate amount of the incentive pool for the total Company for that year. Comparable judgments are made with respect to the achievement of the goals defined in the corresponding business unit scorecards. The Committee’s determination of the overall Company score and the determinations of business unit scores are not based on any mathematical calculation or formula, and do not focus on any single performance goal. This plan intentionally provides substantial opportunity for the exercise of judgment and discretion by the Committee in determining the overall Company score and the overall scores for the respective business units. In any given year, the Committee’s determination of the funding of the AIP pool may range from 0 to 175%. AIP awards to each executive, within the limits of the approved total pool, are based on business unit/function performance, individual performance and, for certain executives, total Company performance, and can vary for executive officers from 0 to 200% of the individual’s incentive target. The sum of individual awards cannot exceed the approved total AIP pool. Extraordinary items, such as major restructuring and accounting changes (whether positive or negative), are excluded in determining the approved total AIP pool.

Each participant in the AIP has an annual incentive target, which is a percent of base salary approved by the Committee at the beginning of the year for each executive salary level. Within the limits of the total AIP pool, the award paid to a participant for a given year is determined by multiplying his or her annual incentive target for that year by (x) a percentage representing the assessment of the performance of the participant’s business unit, or, if the participant is a member of the corporate staff (that is, not within a business unit), a percentage representing the Committee’s assessment of total Company performance for the year; and (y) a percentage representing an assessment of the participant’s performance against the individual objectives established for that participant at the beginning of the fiscal year. For payments beginning in fiscal 2012, the Committee decided that AIP awards for executive officers who are leaders of business units, and those of certain other participants in the business units, should also reflect the Committee’s assessment of total Company performance for the year. The Committee made this change in order to link individual AIP awards for those executives more directly to the achievement of overall Company goals while continuing to reward business unit success. Accordingly, the fiscal 2012 AIP award to an executive officer who was a business unit leader was determined by multiplying his or her annual incentive target for the year by (x) a percentage of which 30% was based on the assessment of the performance of the total Company and 70% from the assessment of the performance of the participant’s business unit; and (y) a percentage based on an assessment of the participant’s performance against the individual objectives established for that participant at the beginning of the fiscal year.

At the beginning of a fiscal year, the Committee also establishes a performance goal for the AIP that is applicable only to executive officers. This goal is referred to as the “162(m) performance goal.” The 162(m) performance goal for fiscal 2012 required that the Company achieve 80% of its adjusted EPS goal for the year. In fiscal 2012, the goal for adjusted EPS was $2.40 (excluding certain transactions not considered to be part of the ongoing business). In order for an executive officer to be eligible to receive the maximum payment of 200% of his or her annual incentive target, the Company must meet the 162(m) performance goal for the year. If the Company achieves less than 80% but not less than 50% of the adjusted EPS goal, executive officers are eligible to receive a maximum of 100% of their annual incentive targets. If the Company does not achieve at least 50% of the adjusted EPS goal, executive officers are not

 

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eligible for any AIP award. The Company’s adjusted EPS for fiscal 2012 was $2.44 (excluding certain transactions not considered to be part of the ongoing business), which exceeded 80% of the adjusted EPS goal, thereby providing a bonus opportunity for executive officers of up to 200% of their targets.

The Company’s achievement of the 162(m) performance goal does not assure that an executive officer will receive the maximum incentive award, because the Committee has retained “negative discretion” to reduce the award based upon the assessment of the performance of his or her business unit (or, in the case of an executive officer who is a member of the corporate staff, the assessment of total Company performance) in light of the goals set forth in the scorecard, and the assessment of his or her individual performance against individual annual objectives. The Committee has consistently exercised its negative discretion in determining annual incentive payments to executive officers. Although the Company has regularly achieved the 162(m) performance goal of 80% of the adjusted EPS goal established annually by the Committee over the last several years, no named executive officer in the applicable fiscal year has received an award equal to the maximum potential payment.

As indicated above, payments made to participants in the AIP are influenced by their managers’ assessments of individual performance against objectives established for each participant at the beginning of the fiscal year. In the case of named executive officers other than the CEO, the Committee’s assessments of individual performance are generally based on the CEO’s judgments and recommendations. The assessment of the CEO’s individual performance is made by the Committee itself, with input from all directors. For fiscal 2012, the CEO provided recommendations to the Committee regarding the individual performance of named executive officers other than herself. However, awards made to named executive officers under the AIP are closely tied to the assessment of overall Company performance or, in relevant cases, to the assessments of business unit performance. Accordingly, determinations relating to individual performance for fiscal 2012 are not a significant differentiating factor for these executives.

In fiscal 2012, the Company adopted a new strategic framework centered on three growth strategies:

 

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Stabilize and then profitably grow the Company’s North America soup and simple meals business.

 

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Expand the Company’s international presence.

 

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Continue to drive growth in the Company’s healthy beverages and baked snacks businesses.

Implementation of the Company’s new strategic framework required substantial investment in fiscal 2012 to extend product platforms, re-invigorate consumer-focused marketing to expand the equities of core brands, and drive global expansion. The AIP scorecard for fiscal 2012 focused on the financial, marketplace, operational and strategic objectives related to the execution of this new strategy. Based on its review of the results achieved in fiscal 2012 against the objectives defined at the beginning of the year in each of the four measurement areas of the Company scorecard and its assessment of various aspects of total Company performance, the Committee determined that the aggregate amount of the incentive pool should be funded at approximately 90% of the target amount established at the beginning of the fiscal year. In making this determination, the Committee applied no mathematical calculations or specific weightings to individual objectives identified in the scorecard. Its determination was based on its qualitative judgments of full-year performance for the Company during an investment year, including the following:

 

  ·  

significant investments in brand-building and innovation;

 

  ·  

meaningful progress in establishing a foundation for profitable growth in the Company’s U.S. Soup and Simple Meals business;

 

  ·  

a significant increase in the development of innovative new products in soup and simple meals;

 

  ·  

continued sales growth and innovation in the Company’s healthy beverages and baked snacks businesses;

 

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the Company’s overall marketplace performance in a challenging consumer and customer environment;

 

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encouraging growth in the Company’s businesses in certain emerging markets;

 

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  ·  

financial results in fiscal 2012 that were generally consistent with the goals identified at the beginning of the year; and

 

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the acquisition of Bolthouse Farms, which was announced in July 2012 and completed immediately following the close of the fiscal year, and positions the Company for growth in the expanding packaged fresh market.

Fiscal 2012 incentive payments to the named executive officers, other than the CEO, listed on page 36 for fiscal 2012 ranged from 86% to 99% of the target incentive amount, with an average of 94%. The annual incentive awards made to the named executive officers for fiscal 2012 are listed in the Fiscal 2012 Summary Compensation Table on page 36 in the column captioned “Non-Equity Incentive Plan Compensation.”

Long-Term Incentive Program

Long-term incentives are intended to motivate and reward executives based upon the Company’s success in delivering superior value to its shareowners and to retain executives. Equity grants are approved by the Committee each September, which is near the beginning of the Company’s fiscal year. Individual grants are based on the executive’s level of responsibility in the Company, possession of critical skills, individual performance and future leadership potential as assessed in the Company’s human resources organization planning process. All shares paid out under the Company’s executive compensation programs are shares which were previously issued and outstanding and were reacquired by the Company. For fiscal 2012, long-term incentive targets for senior executives, other than the CEO, ranged from 135% to 255% of base salary at median performance, with executives at higher levels having a higher percentage at risk. These targets were designed to deliver total direct compensation at 5% to 10% above the median of the Compensation Peer Group. Grants made under the program during fiscal 2012 were made at the beginning of the fiscal year to approximately 1,100 participants.

In fiscal 2006, the Committee discontinued the use of stock options and implemented an LTI program that consisted of three types of restricted shares: (1) TSR performance-restricted shares, which are earned based upon the Company’s TSR performance over a three-year period compared to the TSRs of the other companies in the Performance Peer Group; (2) EPS performance-restricted shares, which are earned based on the achievement of a minimal level of EPS in each fiscal year in a three-year performance period, which is designed to qualify the payment of the shares as tax deductible under Section 162(m) of the Internal Revenue Code (“IRC”); and (3) time-lapse restricted shares, which vest over three years based on continued employment.

Beginning with grants made in fiscal 2009, the Committee further modified the design of the LTI Program to use restricted share units instead of restricted shares. For the LTI Program grants approved by the Committee beginning in fiscal 2011, payment of dividend equivalents during the restriction period was eliminated. Instead, accumulated dividends will be paid on the restricted share units that vest at the end of the restriction period when the grants are paid out.

In fiscal 2012, the Committee included in the LTI Program, on an interim basis, strategic performance-restricted share units (“SPUs”), which are earned based on the Company’s net sales and EPS growth compared to strategic plan objectives during a two-year period. A detailed description of the TSR performance-restricted share units, SPUs and EPS performance-restricted share units is set forth below.

TSR Performance-Restricted Share Units

For grants made under the LTI Program between fiscal 2006 and fiscal 2011, 70% of executive officers’ long-term incentive opportunity was delivered in TSR performance-restricted share units and 30% in EPS performance-restricted share units. For senior executives who are not executive officers, 70% of the long-term incentive opportunity was delivered in TSR performance-restricted share units and 30% in time-lapse restricted share units. Other participants in the program received a higher proportion of time-lapse restricted share units and a lower proportion of TSR performance-restricted share units. At the time of payment, the

 

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Committee can exercise negative discretion in determining the Company’s ranking under the TSR performance-restricted share unit portion of the program in the event of extraordinary circumstances.

TSR performance-restricted share units are paid out based upon the Company’s TSR performance over a three-year period compared to the TSRs of the other companies in the Performance Peer Group over the same three-year period. For the fiscal 2010-2012 and 2011-2013 performance periods, the percentage of TSR units to be paid out was and will be based upon the Company’s TSR performance ranking as follows:

 

Campbell’s TSR

Performance Rank

  1     2     3     4     5     6     7     8     9     10     11     12     13  

Percentage Payout

    225     200     175     150     125     125     100     75     50     50     0        0        0   

Based on the above criteria, the payout for TSR performance-restricted share units for the fiscal 2010-2012 performance period was 0% of the target amount.

Strategic Performance-Restricted Share Units

As discussed above, the Company adopted a new strategic framework in fiscal 2012 that is centered on three growth strategies. Implementation of the Company’s new strategic framework required substantial investment in fiscal 2012 to extend product platforms, re-invigorate consumer-focused marketing to expand the equities of the Company’s core brands, and drive global expansion. It was the Company’s expectation that these investments would set the stage for profitable growth in fiscal 2013 and beyond.

At the beginning of fiscal 2012, the Committee decided to modify the design of the executive compensation program for that year in order to support the execution of the Company’s new strategic framework. As an interim alternative to TSR performance-restricted share units, the Committee approved the grant of SPUs with a two-year performance period (fiscal 2012 through fiscal 2013), which will vest based upon the achievement of strategic plan objectives with respect to net sales and EPS growth. The Committee believes that net sales and EPS are key drivers of TSR, and that consistent achievement of the Company’s net sales and EPS growth targets will result in value creation for shareowners. It also believed that, during a period of transition in the Company’s leadership and strategic direction, metrics reflecting performance against internal plan objectives would be more effective in retaining and motivating executives than a measure based on comparison of Company performance to a peer group. The Committee intends to resume using TSR as a metric in the LTI Program for fiscal 2013 and thereafter.

The two performance metrics for the fiscal 2012 SPU grant are weighted equally, with 50% based on net sales growth and 50% based on EPS growth. At the end of the performance period, the Committee will assess each metric individually and add the results together to determine each participant’s total payout percentage, which can range between 0% and 200%. The Committee has the discretion to adjust the cumulative two-year net sales and EPS targets established for the SPUs to reflect intervening acquisitions and other extraordinary items.

The Committee established a performance goal for the SPU portion of the LTI Program that is applicable only to executive officers who are subject to the compensation deduction limits set forth in IRC Section 162(m). The Section 162(m) performance goal for the SPU portion of the LTI Program requires that the Company achieve 80% of its cumulative two-year EPS goal for the performance period. In order for an executive officer to be eligible to receive the maximum payment of 200% of his or her SPU target, the Company must meet the Section 162(m) performance goal for the performance period. If the Company achieves less than 80% but not less than 50% of the cumulative two-year EPS goal for the performance period, executive officers are eligible to receive a maximum of 100% of his or her SPU target. If the Company does not achieve at least 50% of the cumulative two-year EPS goal for the performance period, executive officers are not eligible for an SPU payout. Estimated future payouts of SPUs granted to the Company’s named executive officers in fiscal 2012 are listed in the Grants of Plan-Based Awards in Fiscal 2012 table on page 39.

For executive officers, 70% of their fiscal 2012 long-term incentive opportunity was in the form of SPUs and 30% in EPS performance-restricted share units. For senior executives who are not executive

 

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officers, 70% of their fiscal 2012 long-term incentive opportunity was delivered in SPUs and 30% in time-lapse restricted share units. Other participants in the program received a higher proportion of time-lapse restricted share units and a lower proportion of SPUs.

EPS Performance-Restricted Share Units

EPS performance-restricted share units are paid out two months following the end of each fiscal year in the three-year performance period, provided that the EPS achieved in the fiscal year is at least 50% of the adjusted EPS goal for the AIP approved by the Committee for that fiscal year. This performance goal is designed to qualify the payment of EPS performance-restricted awards as deductible under IRC Section 162(m). The payout of EPS performance-restricted share units is either 0 or 100%. For fiscal 2012, the goal for adjusted EPS was $2.40, and actual adjusted EPS was $2.44; therefore, the payout for the EPS performance-restricted share units that were based on fiscal 2012 performance was 100%. The achievement of the adjusted EPS goal for fiscal 2012 means that one-third of the EPS performance-restricted share units granted in each of the fiscal years 2010, 2011 and 2012 will vest and be paid out. Estimated future payouts of EPS performance-restricted awards granted to the Company’s named executive officers in fiscal 2012 are listed in the Grants of Plan-Based Awards in Fiscal 2012 table on page 39.

Executive Stock Ownership

The Company requires senior executives to own shares to further align their interests with those of shareowners. In fiscal 2012 approximately the top 35 executives were required to achieve an ownership stake in the Company that was significant in comparison with the executive’s salary. Until the ownership level is achieved, executives must retain at least half of the after-tax value of each equity award in shares of Campbell stock upon the vesting of restricted share units or exercise of options. Executive officers are prohibited from selling in a twelve-month period more than 50% of (1) the value of shares owned plus (2) the after-tax value of vested options, in excess of the applicable ownership standard.

The share ownership requirements for senior executives are set forth below. The ownership standard is expressed as a multiple of salary that is determined based on organization level or title. Establishing ownership standards as a multiple of base salary links the program with pay actions (i.e., base salary increases) which are performance-based, and ensures that ownership objectives remain competitive.

The ownership multiple for the CEO has been set above the market median. Ownership standards for others covered by the program have been set at market median.

 

Organization Level

   Multiple of Salary

CEO

   6.0x

CEO Direct Reports (including other NEOs)

   3.5x

Other Participating Executives

   2.0x

Executives may count toward these requirements the value of shares owned and shares and share units which are deferred and fully vested in the Company’s 401(k) plan and other deferred compensation programs. Unvested restricted share units and unexercised stock options are not counted in calculating ownership. Company policy prohibits executives from hedging the economic risk associated with fully owned shares, restricted share units and unexercised stock options.

Retirement Plans

NEOs participate in two defined benefit plans: (1) the Retirement and Pension Plan (“Qualified Plan”) and (2) the Mid-Career Hire Pension Plan (“MCHP”). The Qualified Plan provides funded, tax-qualified benefits up to the limits allowed under the IRC for most of the Company’s full-time U.S. employees. The MCHP provides unfunded benefits for senior executives who are hired in the middle of their careers and that are in excess of the IRC limits applicable to the Qualified Plan. Such executives typically give up future pension benefits that they would have earned if they remained with their prior employers. The MCHP is

 

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consistent with the Company’s objective to attract and retain experienced senior executives in order to execute the Company’s business strategies. MCHP benefits are offset by benefits paid under the Qualified Plan and the plans prohibit duplication of benefits. Both plans were closed to new participants, effective December 31, 2010.

The Company adopted the Qualified Plan and the MCHP as an additional means to attract and retain employees and to provide a competitive level of pension benefits. The retirement plans provide employees, including the NEOs, the opportunity to plan for future financial needs during retirement. Under the Qualified Plan, the actual pension benefit is calculated on the same basis for all participants, and is based on:

 

  ·  

length of service;

 

  ·  

covered compensation (base salary and annual incentive); and

 

  ·  

age at retirement.

Stock option gains, time-lapse restricted shares or units and performance-restricted shares or units, as well as any extraordinary remuneration, play no part in the calculation of retirement benefits. For a more detailed discussion of the retirement plans and the accumulated benefits under these plans, see the Pension Benefits table and the accompanying narrative beginning on page 43.

Deferred Compensation Plans

The Company adopted the Deferred Compensation Plan and the Supplemental Retirement Plan to provide an opportunity for U.S.-based participants, including eligible NEOs, to save for future financial needs. The amount of salary and annual incentive earned by an employee is not affected by the plans. The plans essentially operate as unfunded, tax-advantaged personal savings accounts of the employee administered by the Company, and they contribute to the Company’s attractiveness as an employer. For a more detailed discussion of the deferred compensation arrangements relating to the NEOs, see the Nonqualified Deferred Compensation table and accompanying narrative on page 46.

Perquisites

The Company’s Personal Choice Program provides quarterly cash payments to executives in lieu of reimbursements for items such as tax or estate planning services or financial planning services. For NEOs, the annual cash payments range from $32,000 to $48,000, are reviewed by the Committee annually, are fully taxable to executives and are included in the Fiscal 2012 Summary Compensation Table on page 36. The Committee believes that perquisite payments are appropriate to reimburse executives for financial and tax planning services or other purposes, so that the executives are not distracted from devoting their time and energy to their responsibilities to the Company. The Company also provides long-term disability protection for NEOs. Other perquisites provided by the Company to NEOs in fiscal 2012 included the payment of car and driver expenses for Ms. Morrison, driver expenses for Ms. Kaden and relocation expenses and expenses relating to an overseas assignment for Mr. Alexander.

Severance Plans

The Company has severance plans for its U.S.-based exempt employees. All exempt salaried employees in the U.S., including NEOs, are covered by the plans, under which payments are based on level of responsibility, seniority and/or length of service. For the NEOs, the maximum payment under the plans is two times base salary. The payment and benefit levels defined in the Company’s severance plans for U.S.-based exempt employees have been determined primarily by reference to the amount of time customarily required for employees who are involuntarily terminated without cause to find other employment. The Company believes that, due to the relative scarcity of senior executive roles, employees at higher levels in the organization generally need more time to locate comparable positions elsewhere than those at lower levels. The Company also periodically reviews the severance benefits provided at other Fortune 500 companies. Assurance of a reasonable measure of financial security in the event of involuntary termination is important to candidates for executive positions, and the extent of the severance benefits offered by Campbell in comparison with those available at other companies is sometimes a significant factor in

 

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their evaluations of the attractiveness of opportunities at Campbell. The Company generally does not enter into employment contracts in the United States and none of the NEOs, including the CEO, have an employment contract. The Company provides the severance plans to reassure employees of assistance in their transition to new employment in the event the Company terminates their employment. For a more detailed discussion of these severance arrangements, see Potential Payments on Termination or Change in Control beginning on page 47.

Change in Control Benefits

The Company has entered into Change in Control Severance Protection Agreements (“CIC Agreements”) with the NEOs as well as all other executive officers. The CIC Agreements provide for severance pay and continuation of certain benefits should a change in control occur. The independent members of the Board of Directors unanimously approved entry into the CIC Agreements beginning in 2000. The Committee believes that the CIC Agreements are necessary in order to retain stability in the senior executive team in the event there is a threatened or actual change in control. The Agreement requires the occurrence of the following two events in order for an executive to receive payments and benefits: (1) the executive’s employment must be terminated involuntarily and without cause (whether actual or “constructive”) and (2) the termination must occur within two years following a change in control. The Company also has change in control provisions in its AIP, its long-term incentive plans and its U.S. retirement plans, and these provisions apply equally to all participants in the plans, including the NEOs. In March 2010, the Committee determined that provisions for “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits will be eliminated in any change in control agreement entered into after January 1, 2011.

Accounting and Tax Implications

Section 162(m) of the IRC limits the tax deductibility of compensation paid to an NEO to $1 million, except to the extent the compensation is qualified performance-based compensation. The Committee’s policy is to comply with the tax-deductibility requirements of IRC Section 162(m) except where the Committee determines that compliance is not in the best interests of the Company and its shareowners. All annual incentive payments and restricted stock unit grants to executive officers during fiscal year 2012 met the requirements for deductibility under IRC Section 162(m). A tax deduction is not available under IRC Section 162(m) for the incremental amount of the base salary of a NEO that exceeds $1 million.

CEO Compensation

Denise M. Morrison became President and Chief Executive Officer of the Company as of August 1, 2011, the beginning of fiscal 2012. The fiscal 2012 compensation components for Ms. Morrison were consistent with the program described above. Ms. Morrison’s compensation was designed to be competitive with the CEO compensation paid by companies in the Compensation Peer Group over time, and her incentive compensation was directly linked to both Company performance and individual performance. The process used to review and establish Ms. Morrison’s compensation for fiscal 2012 was as follows:

 

  ·  

In June 2011, after reviewing CEO compensation paid by companies in the Compensation Peer Group, the Committee established a base salary for Ms. Morrison for fiscal 2012 of $950,000, a fiscal 2012 AIP target of 140% of base salary, and a fiscal 2012 LTI target of 510% of base salary.

 

  ·  

In June 2012, the Committee reviewed Ms. Morrison’s AIP and LTI targets and determined it was appropriate to raise her LTI target for fiscal 2013 to 525% of base salary.

 

  ·  

In September 2012, the Committee and the Board evaluated Ms. Morrison’s performance based on the Company’s performance for fiscal 2012 against the annual AIP scorecard described above under “Annual Incentive Plan” and her individual performance, with a focus on her leadership in the following areas:

 

  ·  

development of long-term strategy and progress against stated strategic objectives;

 

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  ·  

development and communication of a clear and consistent vision of the Company’s goals and values, and fostering a culture that rewards leadership, excellence and innovation;

 

  ·  

achievement of appropriate annual and long-term financial goals;

 

  ·  

ensuring high-quality, cost-effective management of the Company’s operations;

 

  ·  

developing, attracting and retaining an effective senior management team and the implementation of succession planning processes;

 

  ·  

development of effective programs for the recruitment, training, compensation, retention and motivation of all personnel;

 

  ·  

serving as chief spokesperson for the Company and communicating effectively with all stakeholders and constituencies; and

 

  ·  

development of a constructive and effective relationship with the Board of Directors.

Based on its review of competitive data, Company performance and Ms. Morrison’s individual performance, on October 1, 2011, Ms. Morrison received a grant of 109,579 SPUs and 46,963 EPS performance-restricted share units. Her AIP award for fiscal 2012 was $1,197,000, which represented 90% of her target amount. This award was based on Company performance compared to the goals for the AIP described on pages 27 through 30, and her performance as determined by the Committee and the Board in the CEO evaluation process.

 

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Fiscal 2012 Summary Compensation Table

The following Summary Compensation Table (“SCT”) provides information concerning the compensation of the Company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers (“named executive officers” or “NEOs”) for fiscal 2012. Fiscal 2010 information is not included for Mark R. Alexander because he was not a named executive officer of the Company during that fiscal year, and fiscal 2010 and 2011 information is not included for David R. White because he was not an executive officer of the Company during those fiscal years. The principal position shown in the table for each NEO is as of July 29, 2012. For a complete understanding of the table, please read the narrative disclosures that follow the table.

 

Name and
Principal Position
(a)
  Year
(b)
    Salary ($)
(c)
    Bonus ($)
(d)
    Stock
Awards ($)
(e)
    Option
Awards ($)
(f)
    Non-Equity
Incentive
Plan
Compensation
($)
(g)
    Change
In Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
(h)
    All Other
Compensation
($)
(i)
    Total ($)
(j)
 

Denise M. Morrison

    2012      $ 950,000      $ 0      $ 5,067,264      $ 0      $ 1,197,000      $ 1,371,001      $ 171,138      $ 8,756,403   

President and

    2011      $ 837,500      $ 0      $ 1,729,674      $ 0      $ 602,292      $ 421,606      $ 100,851      $ 3,691,923   

Chief Executive Officer

    2010      $ 650,000      $ 0      $ 1,930,127      $ 0      $ 323,213      $ 768,958      $ 78,332      $ 3,750,630   

B. Craig Owens

    2012      $ 808,860      $ 0      $ 2,334,039      $ 0      $ 803,397      $ 2,062,565      $ 91,196      $ 6,100,057   

Senior Vice President —

    2011      $ 793,000      $ 0      $ 3,360,612      $ 0      $ 573,628      $ 1,131,097      $ 617,473      $ 6,475,810   

Chief Financial Officer and

 

Chief Administrative Officer

    2010      $ 780,000      $ 0      $ 2,255,056      $ 0      $ 563,550      $ 1,110,334      $ 423,672      $ 5,132,612   

Ellen Oran Kaden

    2012      $ 665,012      $ 0      $ 1,821,395      $ 0      $ 646,800      $ 1,592,995      $ 179,361      $ 4,905,563   

Senior Vice President —

    2011      $ 632,225      $ 40,000      $ 2,660,615      $ 0      $ 418,908      $ 325,643      $ 169,227      $ 4,246,618   
Chief Legal and Public Affairs Officer     2010      $ 627,000      $ 0      $ 1,777,150      $ 0      $ 407,707      $ 835,829      $ 172,944      $ 3,820,630   

Mark R. Alexander

    2012      $ 540,042      $ 0      $ 1,265,505      $ 0      $ 413,707      $ 754,189      $ 749,299      $ 3,722,742   

Senior Vice President and

    2011      $ 487,500      $ 0      $ 1,791,529      $ 0      $ 344,666      $ 268,628      $ 1,114,498      $ 4,006,821   
President — Campbell North America                                                                        

David R. White

    2012      $ 527,875      $ 0      $ 1,155,350      $ 0      $ 334,184      $ 820,771      $ 66,706      $ 2,904,886   

Senior Vice President — Global

 

Supply Chain

                                                                       

Salary (Column C)

The amounts reported in this column represent base salaries paid to each of the NEOs for fiscal 2012, 2011 and 2010, if the individual was a NEO in those years.

Bonus (Column D)

The amount reported in this column for fiscal 2011 for Ms. Kaden represents a payment under an employee recognition program for outstanding performance. Payments under the AIP are listed in column G.

Stock Awards (Column E)

The amounts reported represent the aggregate grant date fair value of the stock awards, calculated in accordance with ASC Topic 718, for the listed fiscal year. The assumptions used by the Company in calculating these amounts are included in Note 15 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended July 29, 2012 (“2012 Form 10-K”). The amounts reported in the SCT for these awards assume a future payout at the target level and may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on the Company’s actual operating performance and the NEO’s continued employment. If Company performance results in a future payout at the maximum level, the aggregate grant date fair value of the stock awards granted in fiscal 2012 would have been as follows: Ms. Morrison, $8,614,337; Mr. Owens, $3,967,850; Ms. Kaden, $3,096,352; Mr. Alexander, $2,151,343; and Mr. White, $1,964,082. For additional information on grant date fair value and estimated future payouts of stock awards, see the Grants of Plan-Based Awards in Fiscal 2012

 

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table on page 40, and to see the value of stock awards actually realized by the NEOs in fiscal 2012, see the Option Exercises and Stock Vested in Fiscal 2012 table on page 42.

Option Awards (Column F)

No stock options were granted to executives in fiscal years 2012, 2011 or 2010; therefore, there is no amount to report above. The Company ceased issuing stock options to employees beginning in fiscal 2006. To see the value received by NEOs upon exercise of option awards in fiscal 2012, see the Option Exercises and Stock Vested in Fiscal 2012 table on page 42. Details for each of the outstanding option awards to NEOs can be found in the Outstanding Equity Awards at 2012 Fiscal Year-End table on page 40.

Non-Equity Incentive Plan Compensation (Column G)

The amounts reported in this column reflect the amounts earned and paid to the NEOs for fiscal 2012, 2011 and 2010 under the AIP. Payments under the AIP were calculated as described in the CD&A beginning on page 27.

Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column H)

The change in pension amounts reported for fiscal 2012 are comprised of changes between July 31, 2011, and July 29, 2012, in the actuarial present value of the accumulated pension benefits for each of the NEOs. The NEOs receive pension benefits under the same formula applied to all U.S. salaried employees, except for benefits accrued under the Mid-Career Hire Pension Plan. The assumptions used by the Company in calculating the change in pension value are described on page 45.

The values reported in this column are theoretical, as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s consolidated audited financial statements for the years ended July 31, 2011, and July 29, 2012. The Company’s pension plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, under the plans. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a NEO will actually accrue under the Company’s pension plans during any given year. The material provisions of the Company’s pension plans and deferred compensation plans are described beginning on page 43 and on page 46.

No NEO received above-market earnings (as this term is defined by the SEC) on their nonqualified deferred compensation accounts during fiscal 2012.

All Other Compensation (Column I)

The amounts reported in this column reflect, for each NEO, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) amounts contributed by the Company to the 401(k) plan and the 401(k) supplemental program, which are part of the Company’s deferred compensation plans; and (iii) the premiums paid by the Company for executive long-term disability benefits.

The following table outlines those (i) perquisites and other personal benefits and (ii) additional all other compensation required by the SEC rules to be separately quantified:

 

Name   Personal
Choice(1)
    401(k)
Company
Contribution
    401(k)
Supplemental
Company
Contribution(2)
    Long-Term
Disability
    Other     Total  
                                                 

Denise M. Morrison

  $ 48,000      $ 10,000      $ 50,508      $ 5,106      $ 57,524 (3)    $ 171,138   

B. Craig Owens

  $ 32,000      $ 10,000      $ 43,947      $ 5,249      $ 0      $ 91,196   

Ellen Oran Kaden

  $ 47,000      $ 10,000      $ 32,190      $ 6,251      $ 83,920 (4)    $ 179,361   

Mark R. Alexander

  $ 32,000      $ 10,000      $ 24,447      $ 3,071      $ 679,781 (5)    $ 749,299   

David R. White

  $ 32,000      $ 10,000      $ 20,325      $ 4,281      $ 100 (6)    $ 66,706   

 

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(1) See page 33 for a description of the Company’s Personal Choice program

 

(2) See page 46 for a description of the supplemental 401(k) program.

 

(3) Other compensation includes $19,203 for driver expenses and $35,755 for vehicle expenses.

 

(4) Other compensation includes $83,920 for driver expenses.

 

(5) Other compensation includes $8,062 for relocation expenses and $671,719 for expenses associated with an overseas assignment.

 

(6) Other compensation includes an amount received under an employee recognition program open to all Company employees.

Total Compensation (Column J)

The amounts reported in this column are the sum of columns C through I for each of the NEOs. All compensation amounts reported in this column include amounts paid and amounts deferred.

 

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Grants of Plan-Based Awards in Fiscal 2012

 

Name        Grant
Date
    Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
    Estimated Future Payouts
Under Equity Incentive Plan
Awards
    All
Other
Stock
Awards:
# of
Stock
Units (#)
    All Other
Option
Awards:
# of
Securities
Underlying
Options
(#)
    Exercise
or Base
Price of
Option
Awards
($/sh)
    Grant
Date
Fair
Value of
Stock
Awards ($)
 
      Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
         

Denise M. Morrison

  SPU Grant     10/1/2011                             27,394        109,579        219,158                           $ 3,547,072   
    EPS Grant     10/1/2011                             46,963        46,963        46,963                           $ 1,520,192   
    AIP     6/22/2011      $ 0      $ 1,330,000      $ 2,660,000                                                    

B. Craig Owens

  SPU Grant     10/1/2011                             12,618        50,473        100,946                           $ 1,633,811   
    EPS Grant     10/1/2011                             21,632        21,632        21,632                           $ 700,228   
    AIP     6/22/2011      $ 0      $ 811,512      $ 1,623,024                                                    

Ellen Oran Kaden

  SPU Grant     10/1/2011                             9,846        39,387        78,774                           $ 1,274,957   
    EPS Grant     10/1/2011                             16,881        16,881        16,881                           $ 546,438   
    AIP     6/22/2011      $ 0      $ 653,333      $ 1,306,666                                                    

Mark R. Alexander

  SPU Grant     10/1/2011                             6,841        27,366        54,732                           $ 885,837   
    EPS Grant     10/1/2011                             11,729        11,729        11,729                           $ 379,668   
    AIP     6/22/2011      $ 0      $ 482,177      $ 964,354                                                    

David R. White

  SPU Grant     10/1/2011                             6,246        24,984        49,968                           $ 808,732   
    EPS Grant     10/1/2011                             10,708        10,708        10,708                           $ 346,618   
    AIP     6/22/2011      $ 0      $ 371,315      $ 742,630                                                    

The Committee sets annual grant targets for executives participating in the LTI Program. The dollar targets are expressed as a percentage of salary and converted to units based upon Campbell’s average closing stock price during the last 20 trading days in the month of August. The Committee’s practice is to approve LTI grants at its September meeting with a grant date of October 1. The performance period for SPU grants made during fiscal 2012 is fiscal years 2012-2013, and the performance period for EPS performance-based grants made during fiscal 2012 is fiscal years 2012-2014. The target units are credited to the executives on the grant date. For units granted in fiscal 2012, dividend equivalents will not be paid on the units during the performance period. Instead, accumulated dividends will be paid on the restricted share units that vest at the end of the performance period when the grants are paid out.

The Committee certifies the attainment of performance goals, and any earned shares are distributed to participants following the end of the applicable performance period. One-third of EPS units are paid based on EPS performance in each of fiscal years 2012, 2013 and 2014. See the description in the CD&A beginning on page 30 for information about targets, performance goals and payment of shares. The grants have specific rules related to the treatment of the units in the event of termination for cause, voluntary resignation, retirement, involuntary termination and change in control. These provisions are described under Potential Payments Upon Termination or Change in Control beginning on page 47.

The amounts listed under the Estimated Possible Payments under Non-Equity Incentive Plan Awards columns represent the minimum, target and maximum payouts for each executive under the AIP for fiscal 2012. Actual amounts awarded for fiscal 2012 to each NEO are listed in the Fiscal 2012 Summary Compensation Table on page 36.

 

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Outstanding Equity Awards at 2012 Fiscal Year-End

The following table provides information on the current holdings of stock options and restricted share units by the NEOs. This table includes unexercised option awards; unvested time-lapse restricted share units; and unvested performance-restricted share units. Each equity grant is shown separately for each NEO. The vesting schedule for the grants is shown following this table, based on the grant date. The market value of the stock awards is based on the closing market price of Campbell stock on July 27, 2012, which was $33.12. The performance-restricted share units, which were initially granted on October 1, 2009, October 1, 2010 and October 1, 2011, are subject to specific goals during the performance period as explained in the CD&A beginning on page 30. The market value as of July 27, 2012, shown below assumes the satisfaction of these goals. For additional information about the option and stock awards granted prior to fiscal 2010, see the description of the LTI Program in the CD&A beginning on page 30.

 

     Option Awards(1)     Stock Awards(2)  
Name  

Grant

Date

for

Options

(a)

   

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

(b)

   

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

(c)

    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
    Option
Exercise
Price ($)
(e)
   

Option
Expiration
Date

(f)

    Grant
Date for
Restricted
Units
    Number of
Unvested
Stock
Units (#)
(g)
    Market
Value of
Unvested
Stock Units
($) (h)
    Equity
Incentive
Plan
Awards:
Number
of
Unvested
Stock
Units (#)
(i)
   

Equity
Incentive
Plan
Awards:
Market
Value of
Unvested
Stock
Units ($)

(j)

 

Denise M. Morrison

    4/28/2003        65,000        0             $ 22.10        4/28/2013        10/1/2009              40,520      $ 1,342,022   
      9/25/2003        62,000        0             $ 26.84        9/25/2013        10/1/2010              29,493      $ 976,808   
      9/23/2004        41,400        0             $ 26.36        9/23/2014        10/1/2011              109,579      $ 3,629,256   
                        10/1/2009              5,789      $ 191,732   
                        10/1/2010              8,427      $ 279,102   
                                                      10/1/2011                        46,963      $ 1,555,415   

B. Craig Owens

                      7/1/2011        29,456      $ 975,583         
                        10/1/2009              47,342      $ 1,567,967   
                        10/1/2010              39,899      $ 1,321,455   
                        10/1/2011              50,473      $ 1,671,666   
                        10/1/2009              6,764      $ 224,024   
                        10/1/2010              11,400      $ 377,568   
                        10/1/2011              21,632      $ 716,452   

Ellen Oran Kaden

    9/25/2003        100,000        0             $ 26.84        9/25/2013        7/1/2011        23,565      $ 780,473                   
      9/23/2004        75,900        0             $ 26.36        9/23/2014        10/1/2009              37,309      $ 1,235,674   
                        10/1/2010              31,444      $ 1,041,425   
                        10/1/2011              39,387      $ 1,304,497   
                        10/1/2009              5,330      $ 176,530   
                        10/1/2010              8,984      $ 297,550   
                        10/1/2011              16,881      $ 559,099   

Mark R. Alexander

                                                    10/1/2009        2,360      $ 78,163                   
                        10/1/2009        8,100      $ 268,272         
                        7/1/2011        23,565      $ 780,473         
                        10/1/2009              16,513      $ 546,911   
                        10/1/2010              16,625      $ 550,620   
                        10/1/2011              27,366      $ 906,362   
                        10/1/2010              4,750      $ 157,320   
                        10/1/2011              11,729      $ 388,464   

David R. White

    3/10/2004        75,000        0             $ 27.84        3/10/2014        4/1/2011        7,440        $246,413                   
      9/23/2004        41,400        0             $ 26.36        9/23/2014        10/1/2009                23,096      $ 764,940   
                              10/1/2010                17,696      $ 586,092   
                              10/1/2011                24,984      $ 827,470   
                              10/1/2009                3,300      $ 109,296   
                              10/1/2010                5,056      $ 167,455   
                                                      10/1/2011                        10,708      $ 354,649   

 

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(1) All options vested in accordance with the following schedule:

 

   

the first 30% vested on the first anniversary of the grant date;

 

   

an additional 30% vested on the second anniversary of the grant date; and

 

   

an additional 40% vested on the third anniversary of the grant date.

 

(2) The stock awards vest as explained below.

 

   

The time-lapse restricted share units listed in column (g) vest as follows:

 

Grant Date

  

Grantee(s)

 

Vesting Schedule

October 1, 2009

   Mark R. Alexander   2,360 shares on September 30, 2012
     8,100 shares on October 1, 2012

April 1, 2011

   David R. White   March 31, 2013

July 1, 2011

   B. Craig Owens   June 30, 2013

July 1, 2011

   Ellen Oran Kaden   June 30, 2013

July 1, 2011

   Mark R. Alexander   June 30, 2013

 

   

The performance-restricted share units listed in column (i) vest in accordance with the following schedule:

 

Grant Dates

  

Vesting Schedule

10/1/2009 and 10/1/2010   

  The TSR performance-restricted share units which are listed first in column (i), vest 100% in 3 years provided the Company achieves a TSR ranking that results in a 100% payment (see pages 30 through 31 of the CD&A).

  The EPS performance-restricted share units which are listed second in column (i), vest 1/3 in 1 year; 1/3 in 2 years; and 1/3 in 3 years, provided the fiscal year EPS performance goal is achieved (see page 32 of the CD&A).

10/1/2011

  

  The SPUs which are listed first in column (i), vest 100% in 2 years provided the Company meets the net sales and EPS targets required for 100% payment (see pages 31 through 32 of the CD&A).

  The EPS performance-restricted share units which are listed second in column (i), vest 1/3 in 1 year; 1/3 in 2 years; and 1/3 in 3 years, provided the fiscal year EPS performance goal is achieved (see page 32 of the CD&A).

 

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Option Exercises and Stock Vested in Fiscal 2012

The following table provides information for the NEOs on (1) stock option exercises during fiscal 2012, including the number of shares acquired upon exercise and the value realized, and (2) the number of shares acquired upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax.

 

     Option Awards      Stock Awards  

Name

(a)

   Number of
Shares Acquired
on Exercise
(#)
(b)
     Value Realized
on Exercise
($)
(c)
     Number of
Shares
Acquired on Vesting
(#)
(d)
     Value Realized
on Vesting
($)
(e)
 

Denise M. Morrison(1)

     0       $ 0         26,991       $ 873,699   

B. Craig Owens(2)

     0       $ 0         33,063       $ 1,079,931   

Ellen Oran Kaden(3)

     194,250       $ 1,205,808         14,452       $ 467,811   

Mark R. Alexander(4)

     0       $ 0         6,733       $ 217,947   

David R. White(5)

     0       $ 0         23,203       $ 762,092   

 

(1) Ms. Morrison received 13,500 shares at a market price of $32.37 on September 30, 2011, upon the vesting of time-lapse restricted shares, and 13,491 shares with a market price of $32.37 on September 30, 2011, upon the vesting of EPS performance-restricted shares.

 

(2) Mr. Owens received 12,463 shares with a market price of $32.37 on September 30, 2011, upon the vesting of EPS performance-restricted shares and 20,600 shares at a market price of $32.84 on November 1, 2011, upon the vesting of time-lapse restricted shares.

 

(3) The dollar value realized on the exercise of Ms. Kaden’s stock options reflects the total pre-tax value realized (Campbell stock price at exercise minus the option’s exercise price).

Ms. Kaden received 14,452 shares at a market price of $32.37 on September 30, 2011, upon the vesting of EPS performance-restricted shares.

 

(4) Mr. Alexander received 4,358 shares at a market price of $32.37 on September 30, 2011, upon the vesting of time-lapse restricted shares and 2,375 shares at a market price of $32.37 on September 30, 2011, upon the vesting of EPS performance-restricted shares.

 

(5) Mr. White received 8,050 shares at a market price of $32.37 on September 30, 2011, and 7,440 shares at a market price of $33.85 on March 31, 2012, upon the vesting of time-lapse restricted shares. Mr. White also received 7,713 shares at a market price of $32.37 on September 30, 2011, upon the vesting of EPS performance-restricted shares.

 

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Pension Benefits — Fiscal 2012

 

Name

(a)

 

Plan Name

(b)

  Number
of Years of
Credited
Service (#)
(c)
    Present
Value of
Accumulated
Benefit ($)

(d)
    Payments
During
Last
Fiscal
Year ($)
(e)
 

Denise M. Morrison

  Retirement and Pension Plan     9.3      $ 199,230      $ 0   
    Mid-Career Hire Pension Plan     9.3      $ 4,457,695      $ 0   

B. Craig Owens

  Retirement and Pension Plan     3.8      $ 93,193      $ 0   
    Mid-Career Hire Pension Plan     3.8      $ 4,637,753      $ 0   

Ellen Oran Kaden

  Retirement and Pension Plan     14.3      $ 680,168      $ 0   
    Mid-Career Hire Pension Plan     14.3      $ 6,093,901      $ 0   

Mark R. Alexander

  Retirement and Pension Plan     19.9      $ 552,706      $ 0   
    Mid-Career Hire Pension Plan     19.9      $ 1,610,241      $ 0   

David R. White

  Retirement and Pension Plan     8.4      $ 172,972      $ 0   
    Mid-Career Hire Pension Plan     8.4      $ 3,541,608      $ 0   

Senior executives participate in two defined benefit plans: (1) the Retirement and Pension Plan (“Qualified Plan”) and (2) the Mid-Career Hire Pension Plan (“MCHP”).

The Qualified Plan

The Qualified Plan was established and designed to provide funded, tax-qualified pension benefits for eligible U.S.-based employees of the Company up to the limits allowed under the IRC. The Qualified Plan became a cash balance pension plan on May 1, 1999. Participants who had an accrued benefit as of April 30, 1999 are eligible to receive the greater of their pension benefit under the prior plan formula, which is based on final average pay, or the cash balance benefit. Employees who became participants in the Qualified Plan on or after May 1, 1999, are eligible only for the cash balance benefit. All of the NEOs, with the exception of Ms. Kaden and Mr. Alexander, became participants in the Qualified Plan after May 1, 1999.

In January 2010, the Board took action to close the Qualified Plan to new participants, effective December 31, 2010, and, instead, offer eligible employees new defined contribution benefits with enhancements to the Company’s 401(k) plan. This action is consistent with the Company’s efforts to move towards defined contribution plans as the vehicle for offering retirement benefits to its employees. The Qualified Plan remains available to all active participants.

A participant in the Qualified Plan receives an account consisting of an opening account balance, pay credits and interest credits.

 

  ·  

Opening Account Balance:    If an employee was an active participant on April 30, 1999, he or she would receive an opening account balance consisting of an age 65 benefit accrued under the Qualified Plan as of December 31, 1998, converted to a lump sum cash value using an interest rate of 5.25% and the 1983 unisex Group Annuity Mortality table. If an employee became a participant on or after May 1, 1999, the opening account balance is zero.

 

   

Pay Credits:    Pay credits equal a percentage of a participant’s eligible compensation, which is limited by the IRC. Pay credits are credited as of the last day of each calendar year and made based upon the following formula:

 

Age as of December 31

of Prior Calendar Year

   Pay Credit Rate  

Less than 30

     4.5

30 but less than 40

     5.5

40 but less than 50

     7.0

50 but less than 60

     8.0

60 or more

     9.0

 

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If a participant terminates employment before the end of a calendar year, he or she will be credited with pay credits as of the last day of the month in which the employment ended.

 

  ·  

Interest Credits:    Interest is credited to a participant’s cash balance account as of the last day of each calendar year and is based on the average annual yield on the 30-year U.S. Treasury securities for the November of the prior calendar year. Interest credits will never be less than 2.5% or more than 10%.

Eligible compensation includes non-deferred base pay and AIP payments, deferred compensation attributable to pre-tax contributions for medical and dental premiums and 401(k) plan deferrals. Under the Qualified Plan, the named executive officers are not eligible for unreduced benefits before attaining the normal retirement age of 65. The only exceptions are Ms. Kaden and Mr. Alexander, who will each be eligible for an unreduced benefit after attaining age 62. In addition, the Company does not credit extra service beyond the actual years of an employee’s participation in the plan. Qualified Plan participants are 100% vested in their accrued benefit after attaining three years of service. Lump sum payments are available as a form of distribution under the Qualified Plan.

The Present Value of Accumulated Benefit is the lump sum present value of the annual pension benefit that was earned as of July 29, 2012, and that would be payable at age 65. The present value of accumulated benefits for the Qualified Plan was determined in the same manner for all named executive officers, except for Ms. Kaden and Mr. Alexander.

Because Ms. Kaden and Mr. Alexander had an accrued benefit on April 30, 1999, their benefits are determined using the prior plan formula of 1% of their Final Average Pay up to the Social Security Covered Compensation amount plus 1.5% of their Final Average Pay in excess of the Social Security Covered Compensation times their years of service. Final Average Pay is the average of eligible compensation earned in the highest 5 calendar years, whether or not consecutive, during the last 10 years of employment. Social Security Covered Compensation is the un-indexed average of the taxable wage base in effect for each calendar year during the 35-year period ending with the last day of the calendar year in which the participant ceases to be an employee of the Company. Under the prior plan formula, if a participant continues to work with the Company until at least age 55 with 5 years of service, the benefit is reduced 5% per year for each year that the benefit commences prior to age 62. If the participant terminates employment after attaining age 62, he or she is eligible for an unreduced benefit. The present value of Ms. Kaden’s and Mr. Alexander’s accumulated benefit is the lump sum present value of the annual pension benefit that was earned as of July 29, 2012, and that would be payable at age 62.

The Mid-Career Hire Pension Plan

The MCHP is an unfunded, nonqualified plan for certain U.S.-based senior executives. It is intended to provide a participant with a pension benefit which approximates the pension earned by an employee who worked his or her entire career for the Company. The Company established the MCHP to attract and retain more experienced executives who were hired mid-career and would be unable to accumulate a full pension over an entire career with a single employer. The MCHP also provides benefits in excess of the IRC limits that are applicable to the Qualified Plan.

The benefit provided under the MCHP is payable as an annuity beginning on the first day of the seventh month following termination of employment. Depending on a participant’s age and years of service, he or she will be eligible to receive an MCHP benefit under either the income replacement formula or the excess benefit formula. If a participant satisfies the eligibility criteria such that he or she is eligible for an MCHP benefit under both formulas, the formula resulting in the higher benefit shall apply.

In May 2010, the Committee determined to close the MCHP to any new participants, effective December 31, 2010 and, instead, offer eligible senior executives a new nonqualified defined contribution account with a vesting schedule designed to balance attraction and retention objectives. Like the closure of the Qualified Plan, this action is consistent with the Company’s efforts to move towards defined contribution plans as the vehicle for offering retirement benefits to its employees. The current MCHP design will be maintained for all active participants.

 

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Income Replacement Formula

A participant who is age 55 with at least 5 years of employment is eligible for an MCHP benefit under the income replacement formula. If such a participant terminates employment on or after age 62, the MCHP benefit is calculated as an annual single life annuity equal to 37.5% of a participant’s Adjusted Final Pay reduced by the Qualified Plan benefit. If the participant terminates before age 62, the single life annuity will be reduced by 5% per year for each year that the benefit commences prior to age 62. Adjusted Final Pay is equal to the average of eligible compensation earned in the highest 5 calendar years, whether or not consecutive, during the last 10 years of a participant’s career as a covered employee. Participants are eligible for unreduced pensions under the income replacement formula beginning at age 62.

Excess Benefit Formula

A participant who has at least 3 years of service is eligible for an MCHP benefit under the excess benefit formula. If such a participant terminates employment on or after 3 years of service, the benefit is calculated using the pension formula under the Qualified Plan described above but only on eligible compensation in excess of the IRC limit on compensation. Participants shall receive reduced pensions under the excess benefit formula if they begin to receive payments before normal retirement age, which is age 65.

The MCHP defines eligible compensation in the same manner as in the Qualified Plan. In addition, the MCHP provides benefit accruals on base pay or AIP payments that are deferred. Ms. Morrison and Ms. Kaden are vested in the MCHP benefit using the income replacement formula as they have satisfied the age and service criteria. Currently, none of the NEOs have attained age 62. The Company does not grant extra years of service for the pension benefit portion of the MCHP benefit. The Present Value of Accumulated Benefit is the lump sum present value of the annual pension benefit that was earned as of July 29, 2012, and that would be payable under the MCHP at age 62. A lump sum form of payment was used for purposes of completing the Pension Benefit Table, although a lump sum form of payment is not available under the MCHP.

Assumptions

For purposes of determining the Present Value of Accumulated Benefits, the following assumptions were used:

 

Fiscal Year Ended   2012   2011   2010

ASC 715 Discount Rate

  4.0%   5.3%   5.4%

Retirement Age for Qualified Plan

 

65 for cash balance or 62

for the prior plan formula

 

65 for cash balance or 62

for the prior plan formula

 

65 for cash balance or 62

for the prior plan formula

Retirement Age for MCHP

  62   62   62

Pre-retirement Mortality or Disability

  None   None   None

Post-retirement Mortality

  1994 GAM M/F   1994 GAM M/F   1994 GAM M/F

Cash Balance Interest Rate

  2.75%   4.25%   4.25%

Form of Payment

 

Lump sum using ASC 715

assumption methods

 

Lump sum using ASC 715

assumption methods

 

Lump sum using ASC 715

assumption methods

The accumulated benefit is calculated based on credited service and pay as of July 29, 2012. The values reported in the Present Value of Accumulated Benefit column are theoretical and are calculated and presented according to SEC requirements. These values are based on assumptions used in preparing the Company’s consolidated audited financial statements for the year ended July 29, 2012. The Company’s pension plans use a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, under the plans. Using applicable plan assumptions, the lump sum present value of the two defined benefit plans combined for each NEO as of July 29, 2012 and payable as of September 1, 2012 was as follows: Ms. Morrison: $4,494,842; Mr. Owens: $417,745; Ms. Kaden: $6,489,324; Mr. Alexander: $1,395,522; and Mr. White: $3,551,586. All benefit calculations set forth in this narrative and in the Pension Benefit Table are estimates only; actual benefits will be based on data, applicable plan assumptions, pay and service at time of retirement.

 

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Table of Contents

Nonqualified Deferred Compensation — Fiscal 2012

 

Name   Plan Name   Executive
Contributions in
Last Fiscal  Year
($)(1)
   

Registrant
Contributions
in

Last Fiscal
Year

($)(2)

   

Aggregate
Earnings in
Last Fiscal

Year

($)

   

Aggregate
Withdrawals/
Distributions
in

Last Fiscal
Year

($)

   

Aggregate
Balance at
Fiscal Year
End (3)

($)

 

Denise M. Morrison

  Deferred Compensation Plan   $ 0      $ 0      $ 622      $ 0      $ 17,007   
  Supplemental Retirement Plan   $ 0      $ 50,508      $ 28,951      $ 0      $ 804,374   

B. Craig Owens

  Deferred Compensation Plan   $ 0      $ 0      $ 0      $ 0      $ 0   
  Supplemental Retirement Plan   $ 401,540      $ 43,947      $ 34,854      $ 0      $ 957,879   

Ellen Oran Kaden

  Deferred Compensation Plan   $ 0      $ 0      $ 46,107      $ 0      $ 1,261,319   
  Supplemental Retirement Plan   $ 0      $ 32,190      $ 7,539      $ 0      $ 212,628   

Mark R. Alexander

  Deferred Compensation Plan   $ 0      $ 0      $ 24      $ 0      $ 667   
  Supplemental Retirement Plan   $ 0      $ 24,447      $ 3,650      $ 0      $ 103,624   

David R. White

  Deferred Compensation Plan   $ 0      $ 0      $ 1,235      $ 0      $ 33,788   
    Supplemental Retirement Plan   $ 0      $ 20,325      $ 192,880      $ 0      $ 5,279,496   

 

 

(1) The amount shown for Mr. Owens is included in the 2012 Summary Compensation Table under the “Non-equity Incentive Plan Compensation” column for fiscal 2011.

 

(2) The amounts listed for each NEO are reported in the 2012 Summary Compensation Table under “All Other Compensation.”

 

(3) The amounts listed for Mses. Morrison and Kaden and Messrs. Owens and Alexander include amounts previously reported in summary compensation tables as salary, annual incentive payments or the value of grants of restricted stock.

The Deferred Compensation Plan and the Supplemental Retirement Plan are unfunded and maintained for the purpose of providing the Company’s U.S.-based executives and key managers the opportunity to defer a portion of their earned compensation. Currently, participants may defer a portion of their base salaries and annual incentive compensation. The ability of executives to defer all or a portion of their long-term incentive awards was eliminated for fiscal 2009 grants, and the ability to defer base salary was eliminated as of January 1, 2011.

Each participant’s contributions to the plans are credited to an investment account in the participant’s name. Gains and losses in the participant’s account are based on the performance of the investment choices the participant has selected. For deferral accounts, seven investment choices are available, including the Campbell Stock Account. In addition to the Stock Account, participants have the opportunity to invest in: (i) Vanguard’s Institutional Index Fund; (ii) Vanguard’s Extended Market Index Fund; (iii) Vanguard’s Total International Stock Index Fund; (iv) Vanguard’s Total Bond Market Index Fund; (v) Vanguard’s Short-Term Bond Index Fund and (vi) a BlackRock Liquidity Fund. A participant may reallocate his or her investment account at any time among the seven investment choices, except that reallocations of the Stock Account must be made in compliance with the Company’s policies on trading Company stock. Dividends on amounts invested in the Stock Account may be reallocated among the seven investment accounts.

The Company credits a participant’s account with an amount equal to the matching contribution that the Company would have made to the participant’s 401(k) plan account if the participant had not deferred compensation under the plans. In addition, for those individuals whose base salary and annual incentive compensation exceed the IRC indexed compensation limit for the 401(k) plan ($245,000 for calendar years 2010 and 2011 and $250,000 for calendar year 2012) and who defer a certain percentage of eligible pay to the 401(k) plan, the Company credits such individual’s account with an amount equal to the matching contribution the Company would have made to the 401(k) plan but for the compensation limit (supplemental 401(k) program). These Company contributions are fully vested. Except as described above, there is no Company match on deferred compensation.

 

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Potential Payments upon Termination or Change in Control

The following section describes potential incremental payments upon termination of a NEO’s employment under various circumstances.

Termination for Cause

In the event of termination for cause, a NEO will forfeit any:

 

  ·  

unpaid annual incentive compensation;

 

  ·  

unvested time-lapse restricted and performance-restricted shares or units; and

 

  ·  

all unexercised stock options, whether or not vested.

The NEO will be entitled to any vested pension benefit and vested balance in his or her deferred compensation account.

Voluntary Resignation

In the event of voluntary resignation prior to the end of a fiscal year, a NEO will forfeit any:

 

  ·  

annual incentive compensation for that fiscal year; and

 

  ·  

unvested time-lapse restricted and performance-restricted shares or units.

The NEO will be entitled to any vested pension benefits and vested balance in his or her deferred compensation account, and can exercise any outstanding vested stock options within three months of the officer’s last day of employment.

Retirement

In the event of retirement after attaining age 55 and five years of service, a NEO will be entitled to:

 

  ·  

A pro rata portion of any annual incentive compensation for the current fiscal year based upon length of employment during the year. The pro rata portion will be paid out based upon business unit/function performance and individual performance as explained in the CD&A.

 

  ·  

100% of any unvested time-lapse restricted shares or units, provided that the executive officer retires at least six months after the grant date. However, the special retention grant made in October 2009 to Mr. Alexander, the special retention grant made in April 2011 to Mr. White and the Strategic Transition Grants made in July 2011 to Mr. Owens, Ms. Kaden and Mr. Alexander require that they continue to be employed by the Company on the date of vesting.

 

  ·  

A pro rata portion of any SPUs or TSR performance-restricted shares or units based upon length of employment during the applicable restriction period, provided the executive officer retires at least six months after the grant date. The pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met, as explained in the CD&A.

 

  ·  

100% of any EPS performance-restricted shares or units at the end of the restriction period based upon the Company’s EPS performance as explained in the CD&A, provided the NEO retires at least six months after the grant date.

The NEO will be entitled to any vested pension benefit and vested balance in his or her deferred compensation account, and can exercise any outstanding stock options through the end of the option expiration period.

Involuntary Termination

In the event of involuntary termination by the Company for any reason other than cause, a NEO will be entitled to:

 

  ·  

A pro rata portion of any annual incentive compensation based upon length of employment during the fiscal year, provided the officer was employed for at least three months in the fiscal year. The

 

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pro rata portion will be paid out based upon business unit/function performance and individual performance as explained in the CD&A.

 

  ·  

A pro rata portion of any unvested time-lapse restricted shares or units based upon length of employment during the applicable restriction period, provided the officer was employed for at least six months following the grant date. This includes the special retention grant made in October 2009 to Mr. Alexander, the special retention grant made in April 2011 to Mr. White and the Strategic Transition Grants made in July 2011 to Mr. Owens, Ms. Kaden and Mr. Alexander.

 

  ·  

A pro rata portion of any SPUs or TSR performance-restricted shares or units based upon length of employment during the applicable restriction period, provided the executive officer retires at least six months after the grant date. The pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met, as explained in the CD&A.

 

  ·  

A pro rata portion of any EPS performance-restricted shares or units based upon length of employment during the restriction period, provided the executive officer’s employment continued at least six months after the grant date. The pro rata portion will be paid out at the end of the restriction period based upon the Company’s EPS performance as explained in the CD&A.

The NEO will be entitled to any vested pension benefit and vested balance in any deferred compensation account, and can exercise any vested outstanding stock options for a period of three years following the officer’s last day of employment.

The Company has a regular severance policy that applies to all the executive officers, including the NEOs. An executive officer will receive severance benefits equal to two times the officer’s base salary if the officer’s employment is involuntarily terminated by the Company without cause, except for change in control severance benefits which are described below. The severance benefits also include the continuation of medical benefits and life insurance unless the executive obtains medical benefits or life insurance from another employer.

In order to receive severance payments executive officers must execute severance agreements that contain provisions prohibiting the executive officer from disparaging the Company, soliciting Company employees to work elsewhere and competing with the Company.

Change in Control

Generally, a “Change in Control” will be deemed to have occurred in any of the following circumstances:

 

  (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 September 28, 2000, and those replacements or additions subsequently approved by a two-thirds vote of the Board, cease to make up more than 50% of the Board;

 

  (iii) a merger, consolidation or share exchange in which the shareowners of the Company prior to the merger wind up owning 50% 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.

Under the CIC Agreements with the NEOs, severance pay would equal two and one half years’ base salary and annual incentive, 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 and 401(k) plans had the executive remained in the employ of the Company for an additional 30 months or until his or her 65th birthday, if earlier. The payments of these amounts are listed as “other payments” in the following tables.

 

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Upon a Change in Control and termination of employment within two years thereafter, all restrictions upon any time-lapse restricted shares 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 any 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 in the Annual Incentive Plan (a) whose employment is terminated prior to the end of such year or (b) who is in the employ of the Company on the last day of such year would be entitled to receive, within thirty (30) days thereafter, a cash payment equal to the greater of (i) his or her target bonus award for such year or (ii) the average of the awards paid or payable to him or her under the AIP 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.

The CIC Agreements provide for “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits. In March 2010, the Committee determined that effective for any change in control agreement entered into after January 1, 2011, the provision for “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits would be eliminated.

The following tables display the incremental payments that would be made and the value of options or restricted stock and units that would vest in the event of termination for the reasons listed. The amounts included in equity listed for performance-restricted share units assume that the applicable performance goal is 100% attained, except in the event of a change in control. The amounts listed assume that termination occurred as of July 27, 2012, when the Company’s stock price was $33.12. The NEOs would be entitled to any vested pension benefits and any vested amounts in deferred compensation accounts that are disclosed above under “Pension Benefits” and “Nonqualified Deferred Compensation.” If an NEO is eligible to retire, the amounts listed below for voluntary resignation and retirement are the same.

Denise M. Morrison

 

Incremental Benefits and Payments Upon

Termination

   Voluntary
Resignation
     Retirement      Involuntary
Termination
Without Cause
     Change-in-Control  

Compensation:

             

- Annual Incentive Plan (AIP) Award

                               

- Equity

   $ 5,402,866       $ 5,402,866       $ 5,402,866       $ 4,865,460   

Benefits & Perquisites:

             

- Health and Welfare Benefits

                   $ 24,474       $ 30,593   

Severance:

             

- Cash

                   $ 1,900,000       $ 5,700,000   

- Excise Tax Gross-Up

                           $  6,688,000   

- Other Payments

                           $ 3,199,090   
    

 

 

 

TOTAL:

   $ 5,402,866       $ 5,402,866       $ 7,327,340       $  20,483,143   

 

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B. Craig Owens

 

Incremental Benefits and Payments Upon

Termination

   Voluntary
Resignation
     Retirement      Involuntary
Termination
Without Cause
     Change-in-Control  

Compensation:

             

- Annual Incentive Plan (AIP) Award

                               

- Equity

                   $ 4,378,199       $ 4,964,688   

Benefits & Perquisites:

             

- Health and Welfare Benefits

                   $ 38,800       $ 48,500   

Severance:

             

- Cash

                   $ 1,623,024       $ 4,057,560   

- Excise Tax Gross-Up

                           $  3,922,000   

- Other Payments

                           $ 5,580,531   
    

 

 

 

TOTAL:

                   $ 6,040,023       $  18,573,279   

Ellen Oran Kaden

 

Incremental Benefits and Payments Upon

Termination

   Voluntary
Resignation
     Retirement      Involuntary
Termination
Without Cause
     Change-in-Control  

Compensation:

             

- Annual Incentive Plan (AIP) Award

                               

- Equity

   $ 3,380,161       $ 3,380,161       $ 3,802,905       $ 3,914,950   

Benefits & Perquisites:

             

-Health and Welfare Benefits

                   $ 24,698       $ 30,873   

Severance:

             

- Cash

                   $ 1,400,000       $ 3,383,333   

- Excise Tax Gross-Up

                           $ 0   

- Other Payments

                           $ 966,736   
    

 

 

 

TOTAL:

   $ 3,380,161       $ 3,380,161       $ 5,227,603       $  8,295,892   

Mark R. Alexander

 

Incremental Benefits and Payments Upon

Termination

  

Voluntary

Resignation

     Retirement     

Involuntary

Termination

Without Cause

     Change-in-Control  

Compensation:

             

- Annual Incentive Plan (AIP) Award

                               

- Equity

                   $ 2,298,627       $ 2,751,113   

Benefits & Perquisites:

             

- Health and Welfare Benefits

                   $ 35,010       $ 43,763   

Severance:

             

- Cash

                   $ 1,129,000       $ 2,616,693   

- Excise Tax Gross-Up

                           $ 0   

- Other Payments

                           $  1,128,286   
    

 

 

 

TOTAL:

                   $ 3,462,637       $  6,539,855   

 

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David R. White

 

Incremental Benefits and Payments Upon

Termination

   Voluntary
Resignation
     Retirement     

Involuntary

Termination

Without Cause

     Change-in-Control  

Compensation:

             

- Annual Incentive Plan (AIP) Award

                               

- Equity

   $ 2,056,785       $ 2,056,785       $ 2,221,060       $ 2,152,502   

Benefits & Perquisites:

             

- Health and Welfare Benefits

                   $ 23,946       $ 29,933   

Severance:

             

- Cash

                   $ 1,060,900       $ 2,254,413   

- Excise Tax Gross-Up

                           $ 1,937,000   

- Other Payments

                           $ 406,122   
    

 

 

 

TOTAL:

   $ 2,056,785       $ 2,056,785       $ 3,305,906       $ 6,779,970   

 

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Fiscal 2012 Director Compensation

 

Name

(a)

 

Fees
Earned or
Paid in
Cash

($)

(b)

   

Stock
Awards

(1)

($)

(c)

   

Option
Awards

($)

(d)

   

Non-Equity
Incentive Plan
Compensation

($)

(e)

   

Change in
Pension Value
and Nonqualified
Deferred Compensation
Earnings

($)

(f)

   

All Other
Compensation

(2)

($)

(g)

   

Total

($)

(h)

 

Edmund M. Carpenter

  $ 111,000      $ 111,000      $ 0      $ 0      $ 0             $ 222,000   

Paul R. Charron

  $ 331,000      $ 331,000      $ 0      $ 0      $ 0             $ 662,000   

Bennett Dorrance

  $ 111,000      $ 111,000      $ 0      $ 0      $ 0             $ 222,000   

Lawrence C. Karlson

  $ 108,500      $ 108,500      $ 0      $ 0      $ 0             $ 217,000   

Randall W. Larrimore

  $ 111,000      $ 111,000      $ 0      $ 0      $ 0             $ 222,000   

Mary Alice D. Malone

  $ 106,000      $ 106,000      $ 0      $ 0      $ 0             $ 212,000   

Sara Mathew

  $ 108,500      $ 108,500      $ 0      $ 0      $ 0             $ 217,000   

William D. Perez

  $ 106,000      $ 106,000      $ 0      $ 0      $ 0             $ 212,000   

Charles R. Perrin

  $ 113,500      $ 113,500      $ 0      $ 0      $ 0             $ 227,000   

A. Barry Rand

  $ 108,500      $ 108,500      $ 0      $ 0      $ 0             $ 217,000   

Nick Shreiber

  $ 108,500      $ 108,500      $ 0      $ 0      $ 0             $ 217,000   

Tracey T. Travis

  $ 108,500      $ 108,500      $ 0      $ 0      $ 0             $ 217,000   

Archbold D. van Beuren

  $ 106,000      $ 106,000      $ 0      $ 0      $ 0             $ 212,000   

Les C. Vinney

  $ 116,000      $ 116,000      $ 0      $ 0      $ 0             $ 232,000   

Charlotte C. Weber

  $ 106,000      $ 106,000      $ 0      $ 0      $ 0             $ 212,000   

 

 

(1) Amounts reported represent the aggregate grant date fair value of shares issued to each director during fiscal 2012, calculated in accordance with ASC Topic 718. The assumptions used by the Company in calculating these amounts are included in Note 15 to the Company’s 2012 Form 10-K. Directors who served on the Board on January 1, 2012, were issued shares representing the dollar value of 50% of their board retainer and committee fees based on the closing price on January 6, 2012 of the Company’s common stock on the New York Stock Exchange ($31.45).

 

(2) The aggregate perquisites to any individual director did not exceed the SEC reporting threshold amount of $10,000.

The aggregate number of stock options outstanding for each non-employee director as of July 29, 2012, is set forth in the table below. The Company ceased issuing stock options to directors beginning in fiscal 2006.

 

Name

   Options(#)  

Edmund M. Carpenter

     49,042   

Paul R. Charron

     28,516   

Bennett Dorrance

     70,213   

Lawrence C. Karlson

     0   

Randall W. Larrimore

     36,651   

Mary Alice D. Malone

     36,651   

Sara Mathew

     10,336   

William D. Perez

     0   

Charles R. Perrin

     36,651   

A. Barry Rand

     10,336   

Nick Shreiber

     0   

Tracey T. Travis

     0   

Archbold D. van Beuren

     0   

Les C. Vinney

     23,790   

Charlotte C. Weber

     36,651   

 

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Director Equity and Cash Retainers

For fiscal 2012, each non-employee director received an annual unrestricted stock retainer valued at approximately $106,000, and an annual cash retainer of $106,000 for his or her services as a member of the Board. In addition, the members of the Audit Committee received an annual retainer of $5,000, half of which was paid in unrestricted stock and half of which was paid in cash, and the chairman of the Audit Committee received an annual retainer of $20,000, half of which was paid in unrestricted stock and half of which was paid in cash. The chairman of the Compensation and Organization Committee received an annual retainer of $15,000, half of which was paid in unrestricted stock and half of which was paid in cash, and the chairs of the Governance Committee and Finance and Development Committee received an annual retainer of $10,000, half of which was paid in unrestricted stock and half of which was paid in cash. The non-executive chairman of the Board was paid an additional annual retainer of $450,000, half of which was paid in unrestricted stock and half of which was paid in cash. Directors may elect to receive unrestricted stock in lieu of cash payments.

Deferred Compensation Plans for Non-Employee Directors

Under the Deferred Compensation Plan and the Supplemental Retirement Plan, a non-employee director may elect to defer payment of all or a portion of his or her fees until termination of his or her directorship. Directors participate in the same plans as executives. See page 46 for a description of the material terms of the Deferred Compensation Plan and the Supplemental Retirement Plan.

Stock Ownership Requirements

Under the Company’s Corporate Governance Standards, directors are required to own at least 2,000 shares of Campbell stock within one year of election and 6,000 shares within three years of election.

Additional Arrangements

The Company pays for or provides (or reimburses directors for out-of-pocket costs incurred for) transportation, hotel, food and other incidental expenses related to attending Board and committee meetings or participating in director education programs and other director orientation or education meetings. In addition, non-employee directors are eligible to participate in the Company’s charitable matching gift program, pursuant to which the Company will pay, on a one-to-one basis, up to $3,000 per year in contributions to educational and certain other charitable institutions.

 

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Item 2

Ratification of Appointment of Independent Registered Public Accounting Firm

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 Audit Committee, reappointing the firm of PricewaterhouseCoopers LLP (“PwC”) Certified Public Accountants, as independent registered public accounting firm to perform an audit of the financial statements and the effectiveness of internal control over financial reporting of the Company for fiscal 2013. The names of the directors serving on the Audit Committee are indicated on page 14, under the heading “Board Committee Structure.” 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 Audit Committee will appoint other auditors whose continued employment after the 2013 Annual Meeting of the Shareowners will be subject to ratification by the shareowners.

Representatives of PwC will be at the 2012 Annual Meeting to make a statement if they desire to do so and to answer questions.

For fiscal 2012, PwC also examined the separate financial statements of certain of the Company’s foreign subsidiaries and provided other audit and non-audit services to the Company in connection with SEC filings, review of quarterly financial statements, debt offerings, accounting consultations, pension plan audits, other agreed-upon procedures reports, tax compliance and tax assistance with tax audits and transfer pricing.

 

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Item 3

Advisory Vote on Executive Compensation

Your Board of Directors Recommends a Vote “For” This Proposal

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires that shareowners be given the opportunity to cast an advisory (non-binding) vote on executive compensation. This vote, commonly known as a “say-on-pay” vote, gives shareowners the opportunity to express their views on named executive officer (“NEO”) compensation during a given fiscal year. Shareowners’ votes are not intended to address any specific item of the compensation program, but rather to address the overall approach to executive compensation at Campbell as disclosed in this proxy statement in accordance with the SEC’s rules.

As described in detail in the Compensation Discussion and Analysis beginning on page 23, Campbell offers a total compensation package that is designed to attract, motivate and retain talent of the caliber needed to deliver successful business performance in absolute terms and relative to competition. Campbell’s compensation program is designed to link pay to Company, business unit and individual performance. The objectives of the executive compensation program are to:

 

  ·  

align the financial interests of the Company’s executives with those of its shareowners, in both the short and long term;

 

  ·  

provide incentives for achieving and exceeding the Company’s short-term and long-term goals;

 

  ·  

attract, motivate and retain highly competent executives by providing total compensation that is competitive with compensation paid at other well-managed companies in the food, beverage and consumer products industries; and

 

  ·  

differentiate the level of compensation paid to executives based on individual and business unit performance, leadership potential, and level of responsibility within the organization. Individual performance is rated based upon demonstrated leadership skills, accomplishment of objectives, business unit or functional accountabilities and personal contributions.

The Compensation and Organization Committee annually reviews the Company’s compensation strategy, principles and policies, including the apportionment of pay between fixed compensation elements and incentive compensation, and the design of the incentive compensation programs to ensure they achieve the desired objectives. The executive compensation program at Campbell reflects many best practices in governance and executive compensation including:

 

  ·  

all members of the Compensation and Organization Committee are independent directors within the meaning of the NYSE listing standards;

 

  ·  

the Compensation and Organization Committee engages and receives advice from an independent compensation consultant who does not perform any services for management;

 

  ·  

Campbell annually reviews the risk profile of its compensation programs and maintains risk mitigators, such as limits on incentive awards, use of multiple performance measures in incentive plans, and stock ownership guidelines;

 

  ·  

Campbell’s NEOs are employed “at will” without individual employment contracts;

 

  ·  

Campbell maintains an insider trading policy that prohibits executive officers from engaging in derivative or hedging transactions in Campbell securities;

 

  ·  

Campbell eliminated change in control excise tax gross ups for new participants entering into change in control agreements after January 1, 2011;

 

  ·  

Campbell has stock ownership guidelines for directors and executive officers that promote alignment of their interests with shareowners’ interests;

 

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  ·  

Campbell’s Annual Incentive Plan is designed to award annual bonus payments to its NEOs based on performance and for fiscal 2012 annual incentive payments, the Compensation and Organization Committee used four measurement areas relating to the Company’s financial, marketplace, operational and strategic objectives for the year to assess performance;

 

  ·  

Campbell’s long-term incentive program is delivered in a combination of performance-restricted share units and time-lapse restricted share units, with the mix varying by level of responsibility within the organization such that employees with a higher level of responsibility receive a higher percentage of performance-restricted share units;

 

  ·  

NEOs have a substantial portion of compensation at risk, based upon the achievement of performance goals for annual incentive payments and the performance goals for long-term incentives; and

 

  ·  

consistent with the Company’s principles and policies for executive compensation that link pay to performance, the payout for TSR performance-restricted share units for the fiscal 2010-2012 performance period was 0% of the target amount.

In fiscal 2012, the Company adopted a new strategic framework centered on three growth strategies:

 

  ·  

Stabilize and then profitably grow the Company’s North America soup and simple meals business.

 

  ·  

Expand the Company’s international presence.

 

  ·  

Continue to drive growth in the Company’s healthy beverages and baked snacks businesses.

Implementation of the Company’s new strategic framework required substantial investment in fiscal 2012 to extend product platforms, re-invigorate consumer-focused marketing to expand the equities of core brands, and drive global expansion. The fiscal 2012 executive compensation program was designed to support the successful execution of the new strategic framework. The Annual Incentive Plan scorecard for fiscal 2012 focused on the financial, marketplace, operational and strategic objectives that were critical to the execution of this new strategy. In addition, the long-term incentive program was modified on a transitional basis with the introduction of strategic performance-restricted share units with a two-year performance period that will vest upon the achievement of strategic plan objectives with respect to net sales and EPS growth. The Committee believes that consistent achievement of net sales and EPS growth are primary drivers of long-term value creation for shareowners. The Committee intends to resume using TSR as a metric in the long-term incentive program for fiscal 2013 and thereafter.

Please read the entire Compensation Discussion and Analysis beginning on page 23 and review the fiscal 2012 executive compensation tables beginning on page 36 for additional details about Campbell’s executive compensation programs, including detailed information about fiscal year 2012 compensation of the NEOs.

The Board of Directors is asking shareowners to support Campbell’s executive compensation, as disclosed in this proxy statement. The Compensation and Organization Committee and the Board of Directors believe the compensation program effectively implements Campbell’s compensation principles and policies, achieves the Company’s compensation objectives, and aligns the interests of the NEOs and shareowners. Accordingly, the Board of Directors asks shareowners to cast a nonbinding vote “FOR” the following resolution at the 2012 Annual Meeting of Shareowners:

“RESOLVED, that the shareowners of Campbell Soup Company approve, on an advisory basis, the compensation paid to Campbell Soup Company’s named executive officers, as disclosed in the 2012 Proxy Statement pursuant to the Security and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the executive compensation tables and related narrative discussion.”

Campbell’s executive compensation, as disclosed in this proxy statement, will be deemed approved by shareowners if it receives more votes FOR than votes AGAINST. This vote on executive compensation is advisory, and therefore will not be binding on Campbell Soup Company, the Compensation and Organization Committee or the Board of Directors, and it will not be construed as overruling any decision by the Company or the Board of Directors or creating or implying any change to, or additional fiduciary duties for, the Company or the Board of Directors.

 

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Submission of Shareowner Proposals

Under Rule 14a-8(e) of the Securities Exchange Act of 1934, shareowner proposals intended for inclusion in next year’s proxy statement must be submitted in writing to the Company’s Corporate Secretary at 1 Campbell Place, Camden, New Jersey 08103-1799, and must be received by June 7, 2013.

Any shareowner proposal submitted for consideration at next year’s annual meeting but not submitted for inclusion in the proxy statement must be submitted in writing to the Company’s Corporate Secretary at 1 Campbell Place, Camden, New Jersey 08103-1799, and must be received no earlier than August 16, 2013, and no later than September 15, 2013. Any proposal without the required notice will not be considered properly submitted under the Company’s By-laws. Any proposal that is received by the Company after September 15, 2013, will not be considered filed on a timely basis with the Company under Rule 14a-4(c)(1). For such proposals that are not properly submitted or timely filed, the Company retains discretion to vote proxies it receives. For such proposals that are properly submitted and 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.

Director and Executive Officer 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 stock, to file with the SEC 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 July 29, 2012, all the Company’s executive officers, directors and greater-than-ten-percent beneficial owners made all required filings on a timely basis.

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.

Proxies and Voting at the Meeting

The proxy materials are being provided 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 14, 2012. The mailing address of the Company’s World Headquarters is 1 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. Proxy solicitation material will be distributed 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 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, including any shares held under the Company’s Dividend Reinvestment Plan, will be voted by the person named as the directors’ proxy in accordance with each shareowner’s directions. Proxies will also be considered to be

 

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confidential voting instructions to the Trustee with respect to shares held in accounts under the Campbell Soup Company 401(k) Retirement Plan. If participants in this plan are also shareowners of record under the same account information, they will receive a single proxy that represents all shares. If the account information is different, then the participants will receive separate proxies. Shareowners of record and participants in the retirement plan may cast their vote by:

 

  (1) using the Internet and voting at the Web site listed on the proxy card or the e-proxy notice;

 

  (2) using the toll-free phone number listed on the proxy solicitation/voting instruction 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 retirement plan participants to instruct a plan fiduciary to vote their shares and to confirm that their instructions have been properly recorded. Specific instructions to be followed are set forth on the proxy solicitation/voting instruction card or the e-proxy notice.

Shareowners are urged to cast their votes. 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 retirement plan referred to above, may be voted at the discretion of the Trustee). Shareowners may vote their shares via the Internet or by telephone to the extent described on the proxy card or the e-proxy notice.

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 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 or as directed when voting by telephone or the Internet. 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.

Shareowners Sharing the Same Address

In accordance with notices that we sent to certain shareowners, we are sending only one e-proxy notice or one copy of our annual report and proxy statement to shareowners who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and printing and postage costs. However, if any shareowner residing at such address wishes to receive a separate annual report, proxy statement, or e-proxy notice in the future, he or she may contact the Company’s Corporate Secretary. If you are receiving multiple copies of the annual report and proxy statement or e-proxy notice, you can request householding by contacting the Company’s Corporate Secretary. The contact information is set forth below.

Information About Attending the Meeting

The Annual Meeting of Shareowners will be held this year at the Hilton Garden Inn Toledo/Perrysburg, 6165 Levis Commons Boulevard, Perrysburg, Ohio, 43551 on Wednesday, November 14, 2012. A map and directions appear at the back of this booklet. Doors to the meeting room will open at 3:00 p.m.

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 returning it in the envelope provided or by requesting an admission card when voting over the Internet or by phone. If you do not wish to send the proxy card, you may obtain an admission card by sending a written request in the envelope. Shareowners who do not have admission cards will need to register at the door.

 

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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 (856) 342-8590, fax (856) 342-3889, or write to the Office of the Corporate Secretary at 1 Campbell Place, Camden, NJ 08103-1799 to request a ticket before November 5, 2012. Otherwise you must bring proof of ownership (e.g., a broker’s statement) in order to be admitted to the meeting. You will also need a government-issued photographic identification to be admitted.

It is important that your shares be represented and voted at the meeting. Please vote via the Internet or by phone or fill out, sign, date and return the accompanying proxy card as soon as possible, regardless of whether you plan to attend the meeting.

By order of the Board of Directors,

 

LOGO

Kathleen M. Gibson

Vice President and Corporate Secretary

Camden, New Jersey

October 5, 2012

 

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Appendix A for 2012 Proxy Statement

Table of Contents

 

Item

   Page  

Corporate Governance Standards

     A-2   

Standards for the Determination of Director Independence

     A-6   

Communicating Concerns to the Board of Directors

     A-7   

Note: The documents listed above are also available on the Company’s Web site (www.campbellsoupcompany.com) in the governance section. The Company’s Code of Business Conduct and Ethics and the charters for the four standing committees of the Board are also posted on the same Web site.

 

A-1


Table of Contents

Campbell Soup Company

Corporate Governance Standards

October 1, 2012

Composition of the Board and Qualifications of Directors

 

    1. Pursuant to the Company’s By-Laws, the Board determines the number of directors. A substantial majority of the Board shall be composed of directors who meet the requirements for independence established by the New York Stock Exchange. The Board shall make a determination at least annually as to the independence of each director, in accordance with standards that are disclosed to the shareowners.

 

    2. All directors should be persons of the highest integrity, who abide by exemplary standards of business and professional conduct. Directors should possess the skills and judgment, and the commitment to devote the time and attention, necessary to fulfill their duties and responsibilities.

 

    3. Directors are elected by the shareowners at the Annual Meeting of Shareowners for a one-year term, to serve until the next Annual Meeting. In the event of vacancies on the Board, the Board may elect directors to serve until the next Annual Meeting.

In any uncontested election of directors, a director nominee who receives more votes “withheld” than votes “for” his or her election shall immediately tender his or her resignation. The Board will accept the resignation unless there is a compelling reason for the director to remain on the Board, and will promptly disclose the action it has taken and the reasons for it.

 

    4. The Chief Executive Officer is currently the only employee of the Company nominated by the directors to serve on the Board. The Board believes that, as a general rule, former Campbell executives should not serve as directors of the Company.

 

    5. The Board believes that service on the boards of other companies, and of civic and charitable organizations, enhances the experience and perspective of directors, but may also limit their time and availability. To ensure that all members of the Board have sufficient time to devote proper attention to their responsibilities as directors of the Company, the Governance Committee shall annually review the other board commitments of each director on a case-by-case basis.

 

    6. No person may serve as a director if he or she is employed by a major supplier, customer or competitor of Campbell. In addition, no person may serve as a director if he or she, or a member of his or her immediate family (as defined in the Listing Standards of the New York Stock Exchange), is an executive officer of another company for which an executive officer of Campbell serves on the compensation committee of the board of directors, or of a non-for-profit organization that receives substantial contributions from Campbell or the Campbell Soup Foundation.

 

    7. A director shall notify the Chair of the Governance Committee prior to accepting an invitation to serve on the board of another company or to become affiliated with another business entity. The Governance Committee or its designee shall evaluate and advise the Board whether, by reason of conflicts in regular meeting schedules or business or competitive considerations, simultaneous service on the other board or affiliation with the other entity may impede the director’s ability to fulfill his or her responsibilities to Campbell. The Governance Committee shall also administer and apply the Board’s Policy Concerning Transactions with Related Persons.

 

    8. A director who changes his or her principal employment, position, or professional role or affiliation following election or re-election to the Board shall tender his or her resignation for consideration by the Governance Committee and decision by the Board.

 

    9. 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.

 

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  10. The Board believes that the judgment as to the tenure of an individual director should rest on an assessment by the Governance Committee of his or her performance and contributions to the Board. Accordingly, there is no predetermined limit on the number of one-year terms to which a director may be re-elected prior to his or her 72nd birthday. No person may stand for election to the Board after age 72.

Responsibilities of Directors

 

  11. The Board believes that the primary responsibilities of directors are to exercise their business judgment in good faith, to act in what they reasonably believe to be the bes