Campbell and Third Point Reach Agreement

Campbell Soup Company (NYSE: CPB) and Third Point (NYSE: TPRE) announced today that they have reached an agreement with respect to the election of directors at Campbell’s 2018 Annual Meeting of Shareholders and certain other matters. Under the terms of the agreement, following its Nov. 29, 2018 Annual Meeting, Campbell will increase the size of its Board from 12 to 14 members and add two new, independent directors from Third Point’s proposed slate: Sarah Hofstetter, President of Comscore, and Kurt Schmidt, former Director and CEO of Blue Buffalo Company, Ltd. In connection with this settlement, Third Point has agreed to a 12-month standstill and certain support commitments.

The two parties have also agreed that Third Point will provide input into Campbell’s ongoing CEO search process. The final decision regarding the Company’s permanent CEO will be made by the Campbell Board of Directors – including Ms. Hofstetter and Mr. Schmidt. Underscoring the open channels of communication between the parties, Campbell has invited Third Point to present its views at two meetings of the Board and two meetings with Campbell’s CEO within the next 12 months.

As a result of today’s announcement, Third Point has agreed to immediately withdraw its slate of director nominees and support the Company’s slate of directors at the upcoming Annual Meeting. Third Point also will dismiss its litigation against Campbell and withdraw its books and records request.

Additionally, Campbell and Third Point have agreed that the Company will add a third director by the meeting of the Board to be held in May 2019 and will consult with Third Point with respect to the appointment of this additional director.

“We are pleased to have reached an agreement with Third Point that is in the best interests of Campbell shareholders, and we look forward to welcoming both Sarah and Kurt to our Board of Directors,” said Keith McLoughlin, interim President and CEO of Campbell. “We will continue to maintain an active and productive dialogue with all of our shareholders, including Third Point, as we execute our strategic plan and build a stronger and more focused company that creates long-term value for shareholders.”

“Third Point looks forward to working collaboratively with Campbell to improve value for all shareholders at this important time for the Company,” said Daniel S. Loeb, CEO of Third Point. “We are confident that Campbell will find a world-class CEO who is given the necessary support to execute on the strategy to strengthen the Company, and that Sarah and Kurt will provide valuable perspectives to the Campbell Board.”