[8-K] The Campbell's Company Reports Material Event

Rhea-AI Filing Summary

The Campbell's Company announced an internal leadership transition in its accounting function: Senior Vice President & Controller Stanley Polomski will move to Senior Vice President, Business Process Optimization effective September 22, 2025, and Kelly L. Palumbo will become Senior Vice President, Controller and Chief Accounting Officer on the same date. Ms. Palumbo, age 51, joins from Charles River Laboratories after two decades at Johnson & Johnson and will receive a $410,000 base salary, a 55% target annual bonus (pro rata) for fiscal 2026, a 110% target long-term incentive for fiscal 2026, a one-time $200,000 time-vesting RSU grant, and a $300,000 cash payment for forfeited prior bonus and benefits, plus standard benefits and a $2,500 quarterly Personal Choice benefit.

Positive

• Experienced hire with prior controller and senior finance roles at Charles River Laboratories and Johnson & Johnson.
• Clear succession plan with effective date and internal transition for outgoing controller.
• Equity and incentive structure (110% LTIP target and time-lapse RSUs) aligns long-term interests with shareholders.

Negative

• One-time cash payment of $300,000 and additional compensation increase near-term cash costs.
• Sign-on and make-whole elements may modestly increase executive compensation expense in fiscal 2026.

Insights

Financial Analyst

TL;DR Experienced external hire fills controller role with compensation aligning to market for a sizable C-suite finance position.

The appointment replaces an internal controller role with a seasoned finance executive from Charles River and long tenure at Johnson & Johnson, which suggests continuity and depth in financial leadership. Compensation combines base salary, incentive targets (55% annual, 110% long-term), an equity grant that vests over three years, and a one-time cash payment to offset forfeited compensation—a typical package to secure a senior accounting leader. The disclosure contains no operational or earnings metrics, so investor impact is limited to governance and compensation expectations.

Corporate Governance Expert

TL;DR Succession implemented with standard disclosure; package features retention and make-whole components common for external hires.

The company documents succession timing and conflicts-of-interest checks, stating no family relationships or reportable related-party transactions. The make-whole cash payment and time-lapse RSUs are customary to mitigate forfeited benefits and to align incentives. Disclosure appears complete for an Item 5.02 change in accounting personnel, providing necessary compensation detail and certifications about related-party interests. No red flags in governance practices are evident from the provided text.

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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):

September 2, 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 2, 2025, Stanley Polomski, Senior Vice President & Controller and principal accounting officer of The Campbell’s Company (the “Company”), announced his intention to transition to the role of Senior Vice President, Business Process Optimization, effective September 22, 2025. On September 3, 2025, the Company appointed Kelly L. Palumbo as Senior Vice President, Controller and Chief Accounting Officer, effective September 22, 2025.

Ms. Palumbo, age 51, served as Corporate Vice President, Finance and Corporate Controller at Charles River Laboratories International, Inc. since July 2023. Prior to that, she spent over two decades with Johnson & Johnson in senior finance roles, including Vice President of Finance, Transformation and Talent Strategy, and Senior Finance Director for the company’s global beauty and baby portfolios.

In connection with her appointment as Senior Vice President, Controller and Chief Accounting Officer, Ms. Palumbo will receive the following compensation arrangements:

i.base salary of $410,000 per year;

ii.target annual bonus for fiscal 2026 under the Company’s Annual Incentive Plan of 55% of base salary, pro rata, payable at the discretion of the Board of Directors of the Company and subject to the achievement of individual and Company performance goals and objectives; and

iii.target long-term incentive award for fiscal 2026 of 110% of base salary under the Company’s 2022 Long-Term Incentive Program.

In addition, Ms. Palumbo will receive a one-time grant of time-lapse restricted stock units with a value of $200,000, which will vest in three equal annual installments beginning on the first anniversary of the grant, and a cash payment of $300,000 in recognition of the forfeiture of an annual bonus from her prior employment and the loss of certain benefits.

Ms. Palumbo will participate in the Company’s standard employee benefit and retirement programs and receive $2,500 per quarter under the Personal Choice Program. The Personal Choice Program is further described in the Company’s 2024 Proxy Statement.

There are no family relationships between Ms. Palumbo and any directors or executive officers of the Company. There are no transactions in which Ms. Palumbo has an interest which would require disclosure by the Company under Item 404(a) of Regulation S-K.

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: September 5, 2025			By:			/s/ Charles A. Brawley, III
						Charles A. Brawley, III
						Executive Vice President, General Counsel and Corporate Secretary

FAQ

Who is the new Controller and Chief Accounting Officer for The Campbell's Company (CPB)?

The company appointed Kelly L. Palumbo as Senior Vice President, Controller and Chief Accounting Officer, effective September 22, 2025.

What is Kelly Palumbo's base salary at Campbell's (CPB)?

Ms. Palumbo's base salary is $410,000 per year.

What incentive and equity compensation did Campbell's (CPB) disclose for its new controller?

Disclosed targets include a 55% target annual bonus (pro rata) for fiscal 2026, a 110% target long-term incentive for fiscal 2026, a one-time $200,000 time-lapse RSU grant vesting in three equal annual installments, and a $300,000 cash make-whole payment.

Does the filing disclose any related-party relationships for the new controller at CPB?

The filing states there are no family relationships between Ms. Palumbo and any directors or executive officers and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

When does the outgoing controller change roles at Campbell's (CPB)?

Stanley Polomski will transition to Senior Vice President, Business Process Optimization effective September 22, 2025.