[8-K] CAMPBELL'S Co Reports Material Event

Rhea-AI Filing Summary

The Campbell’s Company reported the results of its November 18, 2025 Annual Meeting of Shareholders. All Board nominees were elected, with each director receiving over 224 million votes in favor and broker non-votes of 20,069,551 on each item. Shareholders also approved the ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, with 263,209,145 votes for the proposal.

On compensation matters, shareholders approved, on an advisory basis, the fiscal 2025 pay program for the company’s named executive officers, with 245,005,925 votes in favor. Two non-binding shareholder proposals did not pass: one seeking simple majority voting, which received 107,793,720 votes for and 139,770,479 against, and another requesting a report on the regenerative agriculture program, which received 26,495,290 votes for and 218,752,301 against.

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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):

November 18, 2025

THE CAMPBELL'S COMPANY

New Jersey

1-3822

21-0419870

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Campbell Place

Camden, New Jersey 08103-1799

Principal Executive Offices

Telephone Number: (856) 342-4800

Not Applicable

(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Capital Stock, par value $.0375			CPB			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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 5.07 – Submission of Matters to a Vote of Security Holders

The Campbell’s Company ("Campbell" or "Company") held its Annual Meeting of Shareholders on November 18, 2025. The final results of voting with respect to all matters of business are set forth below.

Management Proposals:

1. Election of Directors

The nominees for election to the Board of Directors (the “Board”) were elected, each until the next Annual Meeting of Shareholders or their earlier resignation or retirement. For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:

Director			For			Against			Abstain			Broker Non-Votes
Fabiola R. Arredondo			246,640,251			1,271,534			609,464			20,069,551
Howard M. Averill			246,557,437			1,352,497			611,315			20,069,551
Mick J. Beekhuizen			247,171,847			739,229			610,173			20,069,551
Bennett Dorrance, Jr.			246,083,863			1,816,288			621,098			20,069,551
Maria Teresa (Tessa) Hilado			246,542,149			1,360,119			618,981			20,069,551
Grant H. Hill			246,889,991			909,079			722,179			20,069,551
Sarah Hofstetter			246,765,345			1,034,762			720,761			20,069,551
Marc B. Lautenbach			242,002,044			5,935,197			584,008			20,069,551
Mary Alice D. Malone, Jr.			246,926,258			990,419			604,191			20,069,551
Keith R. McLoughlin			245,620,051			2,287,872			613,326			20,069,551
Kurt T. Schmidt			246,923,625			977,630			619,994			20,069,551
Archbold D. van Beuren			224,981,304			22,955,733			584,212			20,069,551

2. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Campbell's independent registered public accounting firm for fiscal 2026 was approved. The votes cast for and against this proposal as well as the abstentions were as follows:

For			Against			Abstain
263,209,145			4,764,138			617,517

3. Advisory Vote on Fiscal 2025 Executive Compensation

The resolution to approve, on an advisory basis, the compensation of Campbell's executive officers named in the proxy statement for the 2025 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows:

For			Against			Abstain			Broker Non-Votes
245,005,925			2,681,633			833,691			20,069,551

Shareholder Proposals:

4. Simple Majority Vote

A non-binding shareholder proposal requesting that the Board replace supermajority voting provisions in the Company’s governing documents with simple majority voting provisions was not approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows:

For			Against			Abstain			Broker Non-Votes
107,793,720			139,770,479			956,991			20,069,551

5. Regenerative Agriculture Program Report

A non-binding shareholder proposal regarding a report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes was not approved. The votes cast for and against this proposal as well as the abstentions and broker non-votes were as follows:

For			Against			Abstain			Broker Non-Votes
26,495,290			218,752,301			3,273,658			20,069,551

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.

						THE CAMPBELL'S COMPANY
Date: November 19, 2025			By:			/s/ Charles A. Brawley, III
						Charles A. Brawley, III
						Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did The Campbell's Company (CPB) announce in this 8-K filing?

The company reported final voting results from its November 18, 2025 Annual Meeting of Shareholders, covering Board elections, auditor ratification, executive compensation, and two shareholder proposals.

Were all director nominees elected at The Campbell's Company 2025 annual meeting?

Yes. All listed director nominees, including Fabiola R. Arredondo, Howard M. Averill, Mick J. Beekhuizen, and others, were elected to serve until the next annual meeting or earlier resignation or retirement.

Did shareholders of CPB approve the auditor for fiscal 2026?

Yes. Shareholders approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026, with 263,209,145 votes for, 4,764,138 against, and 617,517 abstentions.

How did The Campbell's Company shareholders vote on 2025 executive compensation?

Shareholders approved, on an advisory basis, the fiscal 2025 executive compensation program, with 245,005,925 votes for, 2,681,633 against, 833,691 abstentions, and 20,069,551 broker non-votes.

What happened to the simple majority vote shareholder proposal at CPB?

The non-binding proposal to replace supermajority voting provisions with simple majority voting was not approved. It received 107,793,720 votes for, 139,770,479 against, 956,991 abstentions, and 20,069,551 broker non-votes.

How did shareholders vote on the regenerative agriculture program report proposal?

The non-binding proposal seeking a report on the effectiveness of the regenerative agriculture program, including pesticide reduction outcomes, was not approved. It received 26,495,290 votes for, 218,752,301 against, 3,273,658 abstentions, and 20,069,551 broker non-votes.

What is the trading symbol and listed exchange for The Campbell's Company?

The company’s capital stock, par value $.0375, trades under the symbol CPB on The Nasdaq Stock Market LLC.