The Campbell's Company (CPB)
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AGM 2024

Nov 19, 2024

Operator

Hello, and welcome to the annual meeting of shareholders of Campbell Soup Company. Please note that today's meeting is being recorded. During the meeting, we will have two question-and-answer sessions. The first will address questions related to the formal agenda items, and the second will address questions related to the operations of the company. Shareholders who signed in with a 15-digit control number may submit questions or comments at any time by clicking on the Q&A icon on the top of your screen. And it is now my pleasure to turn today's meeting over to Keith McLoughlin, Chairman of the Board of Directors of the Company. Mr. McLoughlin, the floor is yours.

Keith McLoughlin
Chairman of the Board of Directors, Campbell Soup Company

Thank you, Operator, and good morning, ladies and gentlemen. I'm Keith McLoughlin, Chair of the Board of Directors. On behalf of the Campbell Soup Company, welcome to the 2024 annual meeting of shareholders. I am pleased to convene the meeting. I would like to introduce those with me today: Mark Clouse, President and Chief Executive Officer; Charlie Brawley, Executive Vice President, General Counsel, and Corporate Secretary; and Carrie Anderson, Executive Vice President and Chief Financial Officer. All of the incumbent directors who were nominated for reelection by the Campbell Board are participating today via electronic means. In addition to myself, let me introduce the director nominees by name: Fabiola Arredondo, Howard Averill, Mark Clouse, Bennett Dorrance, Grant Hill, Tessa Hilado, Sarah Hofstetter, Marc Lautenbach, Mary Alice Malone, Kurt Schmidt, and Archie van Beuren. Information about all of the nominees can be found in the proxy statement.

Adela Forsythe, an employee of Computershare, is serving as Inspector of Election, and Charlie Brawley, Executive Vice President, General Counsel, and Corporate Secretary of the Company, will act as Secretary of the Meeting. The Company's independent audit is performed and certified by the independent registered public accounting firm of PricewaterhouseCoopers LLP. Gray Lamb and Lindsay Gamble of PricewaterhouseCoopers are present today. Although they have declined to make a statement, they will be available to answer questions regarding the fiscal 2024 audit during the general session, question-and-answer session later this morning. The Inspector of Election has in her possession an affidavit of mailing attesting that notice of this meeting was duly given. The Inspector of Election has also reported that more than the majority of shares required for a quorum, as specified in the bylaws, are present either in person or by proxy.

Accordingly, a quorum is present, and a meeting is in order to proceed. Let me now give you a brief overview of how we plan to conduct the meeting. Proposals will be presented in the order outlined in our notice of meeting and proxy statement. We have four management proposals and one shareholder proposal. The proposals are: first, the election of 12 directors; second, the ratification of the independent registered public accounting firm for fiscal 2025; third, an advisory vote on fiscal 2024 executive compensation, known as Say on Pay; fourth, the approval of an amendment to the Company's restated certificate of incorporation to change the Company's name to The Campbell's Company; and fifth, a shareholder proposal regarding a diversity audit. Following our consideration of the formal agenda items, we will answer any questions submitted online regarding those items. We will then report the results of the vote.

After we adjourn the formal part of the meeting, as time permits, we will answer questions submitted online regarding the operations of Campbell's. Shareholders who sign in with a control number may submit questions by clicking on the Q&A icon at the top of the annual meeting website at any time during the meeting. If you wish to submit a question online regarding the formal agenda items, please note the proposal number to which it relates. Posted on the annual meeting website is an agenda that includes a list of the nominees for director and resolutions for the other agenda items. Rules for conduct of the meeting are also posted on the annual meeting website. It is our experience that your adherence to these rules will enhance the overall effectiveness of the meeting. The minutes of the 2023 annual meeting are available for inspection by shareholders upon request.

Accordingly, may I have a motion to waive the reading of those minutes and approve them as presented?

Mr. Chair, I so move.

Charlie Brawley
EVP, General Counsel, and Corporate Secretary, Campbell Soup Company

I second the motion.

Keith McLoughlin
Chairman of the Board of Directors, Campbell Soup Company

All those in favor? Any opposed? Thank you. The motion is passed. The minutes are duly approved. Now I'll introduce the items of business to be brought before the meeting. The polls for voting are open on the annual meeting website. You may vote by clicking on the icon at the top of your screen at the annual meeting website entitled "Vote." Shareholders who have already voted by proxy do not need to submit electronic ballots unless you want to change your vote. The first proposal is the election of the 12 director nominees. Directors are elected for a one-year term. The names of such persons have been placed in nomination. And because the Secretary has not received any notice of shareholder nominees, I declare that the nominations are closed. The Board of Directors unanimously recommends that shareholders vote for the 12 director nominees named in the proxy statement.

The second item on the agenda is the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2025. The Board of Directors unanimously recommends that shareholders vote for this proposal. The third item on the agenda is the advisory vote on fiscal 2024 executive compensation. The SEC requires that shareholders be given the opportunity to cast an advisory vote on executive compensation. As an advisory vote, the outcome is not binding, but it does give shareholders the opportunity to express their views on executive compensation during a given fiscal year. The Board of Directors unanimously recommends that shareholders vote for this proposal. The fourth item on the agenda is approval of an amendment to the Company's restated certificate of incorporation to change the Company's name to The Campbell's Company. The Board of Directors unanimously recommends that shareholders vote for this proposal.

The fifth item on the agenda is a shareholder proposal submitted by the Accountability Board, Inc., regarding a diversity audit. We will now connect with Matthew Prescott, a representative of the Accountability Board, to present the proposal. Out of respect for other shareholders in attendance and to allow time for Q&A, we ask you, Mr. Prescott, to limit your comments to a period of three minutes and restrict your comments to the proposal before the meeting. I will now ask the Operator to unmute the line to allow Mr. Prescott to present his proposal.

Matthew Prescott
Representative of Accountability Board, Campbell Soup Company

Thanks so much. And I'm good to be here via phone today. I can keep this extremely brief, far less than three minutes. We think the proposal in the proxy statement speaks for itself, and we would refer anybody with questions to the proxy. I just want to add, for us, this is an issue of financial materiality, the company's lack of diversity. For 20 years, it's been making statements about its commitment to diversity and its diversity initiatives, and we certainly appreciate those statements, and we appreciate the initiative that the company has outlined in its response to our proposal. It's the results that are concerning for us. A single black member of top management, 87 black members of management with 1,300 white members, and the numbers of white management and top management are increasing, not decreasing. And again, for us, this isn't some woke PC issue.

This is financially material, as the company and its leaders have agreed over and over again, and so we just think after 20 years of efforts and initiatives around diversity, with the results the way they are, a second opinion is needed, and that's what our proposal calls for, so again, I appreciate the time. We appreciate the company's response to the proposal and so much of what it's doing around diversity, and thanks, everybody. Have a great day. That's all.

Keith McLoughlin
Chairman of the Board of Directors, Campbell Soup Company

Thank you, Mr. Prescott. After careful consideration, the Board has determined that adopting this proposal is not in the best interest of the company or its shareholders. Campbell's is proud of its commitment to inclusion and diversity in its workforce and the transparency it provides in existing reporting. The audit called for in this proposal is overly prescriptive in its scope and would not be meaningfully additive to Campbell's existing processes or disclosures. For more information regarding the Board's position on this proposal, please see the Board's full statement in opposition, which is available on pages 78 and 79 of the company's proxy statement. The Board unanimously recommends a vote against this proposal. This completes the proposal. I will now open the meeting up to questions relating to the formal agenda items. Seeing that no questions have been submitted regarding the formal agenda items, we will now proceed to voting.

If you have not voted, please do so now. The Inspector of Election will take charge of the polls. Since it appears that all of those who desire to vote have done so, the polls are now closed. I will now ask the Secretary to report the preliminary voting results.

Charlie Brawley
EVP, General Counsel, and Corporate Secretary, Campbell Soup Company

Mr. Chair, I've received the preliminary voting results from the Inspector of Election. The Inspector has determined that based on the votes cast and received that each of the director nominees set forth in the proxy statement has been elected for a one-year term, and that the ratification of the appointment of PricewaterhouseCoopers, the advisory resolution on fiscal 2024 executive compensation, and the amendment to the restated certificate of incorporation to change the Company's name have all been approved. The shareholder proposal regarding a diversity audit was not approved. We'll be reporting final voting results in a Form 8-K filed with the U.S. Securities and Exchange Commission within four business days after this meeting.

Keith McLoughlin
Chairman of the Board of Directors, Campbell Soup Company

Thank you, Charlie. There being no additional business to come before this meeting, I declare this meeting adjourned. Now I will ask Mark Clouse, our President and Chief Executive Officer, to make a brief statement, and we will then respond to questions submitted relating to the business or operations of the Company. Please refer to the non-GAAP reconciliation document posted on the annual meeting website to find reconciliations of non-GAAP measures that we may use when disclosing the Company's financial results. Mark?

Mark Clouse
President and CEO, Campbell Soup Company

Thank you, Keith. Good morning, everyone. We delivered solid results in fiscal 2024 and made significant strides toward our strategic objectives while navigating the dynamic consumer landscape. For the full year, net sales were $9.36 billion, an increase of 3% versus the prior year, including four and a half months of sales contribution from the Sovos Brands acquisition. Organic net sales decreased 1% versus the prior year, with unfavorable volume and mix partially offset by the benefit of net price realization. By division, organic net sales increased 1% in meals and beverage and decreased by 3% in snacks. In fiscal 2024, we delivered $60 million of enterprise cost savings, reaching a cumulative $950 million of our $1 billion multi-year cost savings program. For the full year, our total productivity initiatives and cost savings programs more than offset the impact of inflation.

Our adjusted EBIT increased 6% compared to the prior year, driven by higher adjusted gross profit from the contribution of the acquisition and base business performance. Our fiscal 2024 adjusted EPS increased 3% to $3.08, with the impact of the acquisition approximately neutral during the fiscal year. In fiscal 2024, we generated strong cash flow from operations of nearly $1.2 billion. This result represented a 4% increase compared to the prior year, despite incurring one-time cash costs associated with the acquisition. Fiscal 2024 capital expenditures were $517 million, as we continue to prioritize key growth and capability-building investments, including capital requirements related to Sovos Brands. In addition, we returned $445 million to shareholders in the form of dividends and share repurchases. Our fiscal 2024 performance reflects the hard work of our team and their commitment to finding ways to consistently deliver results.

Our strategy is to set the standard in the food industry, driving accelerated growth in our two divisions within North America while delivering on the promise of our purpose: connecting people through food they love. Our strategic framework is based on five areas that position us to achieve best-in-class performance: Top Team, Best Portfolio, Winning Execution, Top-Tier Performance, and Lasting Impact. Let me now turn to some highlights of the progress we've made in advancing our long-term strategy, beginning with Top Team. Our best-in-class leadership team, which has an average of 20 years in CPG and food, represents a healthy balance of internal and complementary external experiences. This leadership, which reaches well beyond Campbell's top executives, is supported by a highly engaged organization. Most recently, we've added yet another collection of tremendous growth experts with the addition of the Sovos team.

Our entire management team is committed to building a top-tier company with best-in-class capabilities, leadership, and culture. We have successfully built what we believe is the Best Portfolio of the industry. We have 16 leadership brands spanning across our two divisions, eight in each, including $3 billion brands: Campbell's, Goldfish, and Pepperidge Farm. The acquisition of Sovos Brands, Inc., brought incremental growth to our meals and beverage division, and with Rao's, we have a fourth billion-dollar brand in the making. Combined, our 16 leadership brands represent 84% of enterprise sales, comprising approximately 95% of Campbell's segment operating earnings, while holding number one or number two market share in 10 out of our 13 relevant categories. Our next pillar is Winning Execution.

With our transformed supply chain, stepped-up innovation capabilities, strong retailer relationships, and access to new and evolving technology, we've never been more prepared to outplay competition and win in the market. Turning to Top-Tier Performance, with fiscal 2024 behind us, we introduced a long-term algorithm at our recent investor day in September. Our objective is to deliver highly predictable and sustainable top-tier results that represent a balance of pragmatism and ambition. With our portfolio of leading brands and attractive, focused categories, the acceleration in our innovation pipeline, and a supply chain that is now a competitive advantage powered by our Campbell's Way of Working, we're confident in our ability to deliver on our long-term algorithm. And finally, Lasting Impact. In fiscal 2024, we focused on strengthening and powering vibrant communities through our employee engagement and grant-making programs.

With community impact grants of $880,000, over 6,000 volunteer hours, and more than 120 in-person projects, and over 1.2 million invested in our Full Futures program, our efforts are making an impact. In addition, our focus on sustainability remained strong in fiscal 2024. We continued to work towards our science-based emission reduction target and started to see contributions from a Virtual Power Purchase Agreement. We sourced greater volumes of wheat and over 50% of our tomatoes and potatoes from suppliers engaged in an improved sustainable agricultural program, contributing to one of our key 2025 goals. We made significant strides in reducing waste sent to landfill and maintained our commitment to transparency and disclosure, publishing for the 15th consecutive year a detailed corporate responsibility report.

I'll close my remarks by saying that as we enter fiscal 2025, I've never been more confident in Campbell's strength and long-term trajectory, supported by a fully engaged team and fueled by the Best Portfolio in food. Our focused strategy has positioned us well to deliver sustained and dependable growth and set the standard for performance with our advantaged and market-leading brands, capabilities, and execution. With that, I would like to answer any questions that you may have. Since no questions have been asked, I will now turn the meeting back over to our Chairman.

Keith McLoughlin
Chairman of the Board of Directors, Campbell Soup Company

Thank you, Mark. Well done. And thank you to our shareholders and other guests for attending this year's annual meeting. With there being no additional business to discuss, the meeting is now concluded.

Operator

Ladies and gentlemen, this concludes the meeting. Thank you for your.

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