Third Point Offers Compromise in Campbell Soup Fight

The activist hedge fund has reduced its slate of nominees for the soup maker’s board from twelve to just five.

Illustration by II

Illustration by II

With less than three weeks left in a heated proxy contest over the board of Campbell Soup Co., Third Point has backed down from earlier attempts to oust the company’s entire board.

The activist hedge fund announced Friday that it had amended its proxy to a “short slate” of five nominees, as opposed to the twelve candidates Third Point had originally put forward to overturn the board.

In a public letter to Campbell chairman Les Vinney, Third Point wrote that the decision to reduce its slate of nominees was based on conversations with “non-insider” shareholders.

“They would like to see a settlement of this proxy contest with meaningful representation on the board from the independent slate, but also believe that some continuity is a good thing,” the letter stated.

The five remaining candidates include Comscore president Sarah Hofstetter, ex-Uber executive Bozoma Saint John, former Gerber chief executive officer Kurt Schmidt, and former Hostess Brands CEO William Toler, as well as Third Point partner Munib Islam.


“For the good of the company, its shareholders, and its employees, we urge you to embrace the short slate, give investors the change and continuity they seek, and end this proxy contest to begin the hard work of revitalizing Campbell,” Third Point said in the letter to Vinney.

[II Deep Dive: Campbell Soup Fights Back Against Third Point]

The announcement follows weeks of aggressive campaigning by both sides in what has been a bitter proxy battle. Late last month, Third Point sued Campbell, alleging that the soup maker’s board had “misled investors about the competence of its directors and the way it carried out a recently completed strategic review,” according to a Reuters report included in a Third Point proxy filing. The activist hedge fund had asked that Campbell be prevented from holding its annual meeting until the board had corrected its “misstatements.”

Early this month Campbell announced that Third Point’s motion for expedited discovery had been denied, and that the annual meeting would occur on November 29 as planned.

In the wake of that decision, Third Point this week amped up its campaign, sending two separate letters to shareholders attacking Campbell’s stock buy back program and executive compensation policies.

Campbell had sent a shareholder letter of its own this month, deriding Third Point’s recently unveiled plan to revitalize Campbell as “Vote for us and we’ll think of something.”

“Third Point has simply copied and pasted the existing plan outlined by Campbell on August 30th into the Third Point PowerPoint template,” Campbell claimed.

In response, Third Point issued a statement saying that it was “dismayed that Campbell’s inept board thinks it is appropriate to mislead shareholders by misrepresenting our plan in an obvious attempt to divert attention from its own track record.”