Campbell's Co

1. 1

   Election of 12 Directors

   ManagementBoard: FOR

   Elect the 12 Board-nominated director nominees to serve one-year terms.

2. 2

   Ratification of Appointment of PricewaterhouseCoopers LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote on Fiscal 2026 Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the 2026 Proxy Statement.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Campbell’s named executive officers for fiscal 2026. It covers the overall executive compensation program as disclosed in the proxy statement rather than any single pay element. Management states that the program is designed to link compensation to Company, division and individual performance. The stated objectives include aligning executives with shareholders, incentivizing short- and long-term performance, attracting and retaining talent, and differentiating pay based on responsibility and results. The program uses base salary, annual cash incentives and long-term equity incentives, with a substantial portion of target compensation at risk. Fiscal 2026 results included weak sales and profitability trends, and the Company Performance Score under the annual incentive plan produced a 66% of target payout. Long-term awards with performance periods ending in fiscal 2026 paid out at zero because relative TSR and adjusted EPS performance were below applicable thresholds. The Board nevertheless recommends a vote FOR, citing compensation governance practices and alignment with performance, and the resolution expressly states that the advisory vote is not binding on the Company, the Compensation Committee or the Board.

4. 4

   Amendment and Restatement of the 2022 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the Company’s 2022 Long-Term Incentive Plan, principally increasing authorized shares from 12 million to 21 million and adding a generally applicable one-year minimum vesting period.

   More detail

   The proposal asks shareholders to approve an amended and restated 2022 Long-Term Incentive Plan. Its principal economic change is authorization of 9 million additional shares, increasing the plan reserve from 12 million to 21 million shares. Campbell’s says the existing reserve may be insufficient for annual employee grants planned for October 2027, following substantial historical equity usage. Management argues that continued equity awards are necessary to recruit, retain and motivate employees and non-employee directors and to align their interests with shareholders. The amendment also introduces a generally applicable one-year minimum vesting period, subject to exceptions for limited shares, retirement, death, disability, change in control and substitute awards. Other governance protections include no evergreen provision, no liberal share recycling, no discounted options or SARs, no repricing without shareholder approval, clawback applicability and limits on non-employee director awards. The plan would increase potential dilution, with the Company estimating overhang rising from 3.54% to approximately 6.55% if approved. The plan preserves the existing November 30, 2032 expiration date and does not promise specific future grants from the additional shares. The Board recommends FOR because it views the expanded reserve and plan terms as important to maintaining competitive compensation and supporting long-term strategic goals.

5. 5

   Shareholder Proposal—Regenerative Agriculture Program Report

   Shareholder — As You Sow, on behalf of Sarah Gourevitch IRA (SBoard: AGAINST

   Request that Campbell’s issue, at reasonable expense and excluding proprietary information, a report explaining whether and how it intends to measure and disclose the effectiveness of its regenerative agriculture program, including pesticide-reduction outcomes.

   More detail

   The shareholder proposal asks Campbell’s to issue a report, at reasonable expense and excluding proprietary information, explaining whether and how it will measure and disclose the effectiveness of its regenerative agriculture program, including pesticide-reduction outcomes. As You Sow, acting for Sarah Gourevitch IRA (S), argues that synthetic pesticides damage soil, biodiversity, water quality, climate resilience and human health. The proponent contends that Campbell’s regenerative agriculture initiative, launched in 2023 across key tomato suppliers, does not make pesticide reduction a component and does not measure pesticide use by participating regenerative suppliers. It cites PepsiCo, Lamb Weston and Nestlé as examples of food companies disclosing pesticide-reduction information and frames Campbell’s omission as a potential greenwashing and shareholder-risk issue. The requested change is reporting and disclosure rather than an immediate mandatory pesticide-reduction target, although the report would address how outcomes are measured. Campbell’s disputes the factual premise, stating that it annually collects field-level pesticide-use and Integrated Pest Management data and conducts pesticide-risk assessments for tomatoes, potatoes and wheat. The Company reports that, for 2022–2024, 97% of tomato applications and 94% of potato applications avoided pesticides classified as most hazardous to nearby humans, while 66% and 82%, respectively, avoided pesticides classified as highly hazardous to pollinators. Management argues that a single aggregate reduction metric would be unreliable because pesticide use depends on crop, region, weather, pest pressure and alternative tools, and could impose burdens on growers or divert resources from implementation. The Board recommends AGAINST, characterizing the requested report as duplicative of existing disclosures and noting that shareholders rejected the same proposal at the 2025 annual meeting.

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When is the Campbell's Co 2026 annual meeting?

Campbell's Co (CPB) holds its 2026 annual shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Campbell's Co 2026 meeting?

The record date for the Campbell's Co 2026 meeting is Wednesday, September 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Campbell's Co's 2026 meeting?

The board is presenting 12 director nominees at the Campbell's Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Campbell's Co 2026 meeting?

Shareholders will vote on 5 proposals at the Campbell's Co 2026 meeting, each tagged with who proposed it and the board's recommendation.