UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
March 19, 2018
CAMPBELL SOUP COMPANY
New Jersey | 1-3822 | 21-0419870 | ||
State of Incorporation | Commission File Number | I.R.S. Employer Identification No. | ||
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On March 19, 2018, Campbell Soup Company (the “Company”) announced that Mark R. Alexander, Senior Vice President of the Company and President of the Americas Simple Meals and Beverages segment, is leaving the Company, effective as of April 2, 2018.
(d) On March 21, 2018, the Board of Directors (the “Board”) of the Company adopted a resolution to increase the size of the Board to 13 members and elected Maria Teresa Hilado as a director. Ms. Hilado was appointed to the Audit Committee and the Finance and Corporate Development Committee, effective as of the same date.
Ms. Hilado will be paid a pro-rated Board retainer in accordance with the Company’s 2018 non-employee director compensation program, described in Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2017, which was filed with the Securities and Exchange Commission on December 8, 2017 and is incorporated herein by reference.
No arrangement or understanding exists between Ms. Hilado and any other person pursuant to which Ms. Hilado was selected as a director, and there are no transactions which would require disclosure under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAMPBELL SOUP COMPANY | |||
(Registrant) | |||
Date: March 22, 2018 | By: | /s/ Charles A. Brawley, III | |
Charles A. Brawley, III | |||
Vice President, Corporate Secretary and Associate General Counsel | |||