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Campbell Soup and hedge fund Third Point on Friday filed preliminary proxy materials urging the food company's shareholders to vote in favor of two entirely different slates of board nominees.
Third Point, run by billionaire investor Daniel Loeb, launched a proxy fight last week to replace Campbell's 12-member board. Loeb's $18 billion hedge fund, which owns a 5.65 percent stake, said at the time that the soup-maker was in a "mess" and faulted its board for failing to take corrective action.
His move came a week after Campbell announced the results of a broad strategic review and said it would sell its international and fresh refrigerated-foods units.
Third Point's 12-person slate includes William Toler, former chief executive of Hostess Brands, Munib Islam, a partner at Third Point, and George Strawbridge, a grandchild of chemist John Dorrance who invented condensed soup and ran Campbell nearly a century ago.
Campbell, which is pushing for its board to remain intact, said it did not endorse any of Third Point's board nominees. Two other Dorrance grandchildren and a great grandchild currently sit on the board, and own a sizable stake in the company.(https://bit.ly/2NawBER)
The current composition of the board reflects an appropriate mix of experience and qualifications that are relevant to the business and governance of Campbell, the company said. Campbell laid out a detailed analysis of its board members' skill-sets and qualities in its filing, which included details on their experience in leadership, M&A and the consumer goods industry.
Third Point said the Campbell board's failure to have a functioning chief executive succession plan in place following Chief Executive Denise Morrison's exit in May was "a reflection of its inability to conduct one of the most essential duties of any board of directors." (https://bit.ly/2Mu2gM5)
The 149-year-old company, which revolutionized the home-cooking industry with easy-to-prepare soups and low-cost production techniques, has been struggling to attract young consumers to its namesake soups and Pepperidge Farm cookies.