Campbell Comments on Glass Lewis Report

Campbell Soup Company (NYSE: CPB) today issued the following statement in response to a report by Glass Lewis & Co., LLC ("Glass Lewis") regarding the election of directors to Campbell’s Board at the Company’s upcoming annual meeting of shareholders on Nov. 29, 2018:

“Campbell largely agrees with the thoughtful views outlined by Glass Lewis in its report and appreciates its recognition of the current Board’s recent actions to improve performance – including significant management change and conducting a comprehensive Board-led strategy and portfolio review.

“As we have stated before, we are prepared to further refresh our Board and add Mr. Schmidt and Ms. Hofstetter. This proposal was rejected by Third Point. Further, as part of the proxy process, we carefully reviewed the backgrounds and qualifications of all of Third Point’s nominees. With regard to Mr. Toler, we are very familiar with him due to his period of employment with the Company and concluded that he would not be an appropriate director.

“Finally, Campbell was pleased that Glass Lewis agreed with our view that adding a Third Point employee would not be in shareholders’ best interest. In making its recommendation against Mr. Islam, Glass Lewis wrote¹:

“Given that Third Point is a relatively new holder of Campbell stock, was in fact short the stock last year and failed to exhibit an effort to establish any meaningful engagement with the board prior to pushing for a sale of the Company and launching a proxy contest that initially targeted replacement of the entire board, considering the backwards progression of the Dissident's campaign to becoming more constructive in the latter stages by now supporting an agenda largely aligned with the board's plan, we do not believe the appointment of a Third Point representative to the Campbell board would be warranted or particularly additive at this time.”

“The current Campbell Board is highly confident that its new strategic plan announced on August 30^th is the best path forward at this time to maximize shareholder value. The Campbell Board remains committed to evaluating all strategic options if any of those options can demonstrably enhance value for all shareholders.

“Campbell urges its shareholders to protect the value of their investments and vote the GOLD card. Campbell’s Board and management team are aligned and working with urgency to execute our plan to improve performance and revitalize the Company to be focused on our franchise businesses to drive sustainable, profitable growth.”