DEF 14A of Campbell's Co, Oct 8, 2025

DEF 14A of Campbell's Co

Filed Oct 8, 2025 · FY20250001308179-25-000618

Open on EDGAR

  1. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or (2)emailing the Company’s Investor Relations Department at IR@campbells.com. These documents are or will be available on our corporate website at https://investor.thecampbellscompany.com. Shareholders may elect to receive future distributions of annual reports and proxy statements by electronic delivery and vote Campbell shares online. To take advantage of this service you will need an email account and access to an Internet browser. To enroll, go to the Investor Resources portion of our website at https://investor.thecampbellscompany.com and click on “Information Request Form”.

  2. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | PROXY STATEMENT SUMMARY | 4 | | 2025 ANNUAL MEETING INFORMATION | 11 | | ITEM 1 — ELECTION OF DIRECTORS | 14 | | DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION | 14 | | DIRECTOR NOMINEES | 16 | | CORPORATE GOVERNANCE POLICIES AND PRACTICES | 23 | | BOARD LEADERSHIP STRUCTURE | 23 | | DIRECTOR INDEPENDENCE | 23 | | MAJORITY VOTING | 24 | | PROCESS FOR NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES | 24 | | EVALUATIONS OF BOARD PERFORMANCE | 25 | | TRANSACTIONS WITH RELATED PERSONS | 25 | | BOARD OVERSIGHT OF ENTERPRISE RISK | 26 | | INFORMATION SECURITY | 27 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 27 | | SHAREHOLDER ENGAGEMENT | 29 | | DIRECTOR ORIENTATION AND CONTINUING EDUCATION | 29 | | DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS | 29 | | CODE OF ETHICS | 29 | | COMMUNICATING WITH THE BOARD | 29 | | BOARD MEETINGS AND COMMITTEES | 30 | | COMPENSATION OF DIRECTORS | 32 | | ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 35 | | ITEM 3 — ADVISORY VOTE ON FISCAL 2025 EXECUTIVE COMPENSATION | 38 | | COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) | 39 | | COMPENSATION AND ORGANIZATION COMMITTEE REPORT | 55 | | EXECUTIVE COMPENSATION TABLES | 56 | | CEO PAY RATIO DISCLOSURE | 75 | | PAY VERSUS PERFORMANCE DISCLOSURE | 76 | | ITEM 4 — SHAREHOLDER PROPOSAL - SIMPLE MAJORITY VOTE | 79 | | ITEM 5 — SHAREHOLDER PROPOSAL - REGENERATIVE AGRICULTURE PROGRAM REPORT | 81 | | VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS | 83 | | OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | 83 | | PRINCIPAL SHAREHOLDERS | 84 | | DELINQUENT SECTION 16(a) REPORTS | 84 | | OTHER INFORMATION | 85 | | SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 85 | | OTHER MATTERS | 85 | | APPENDIX A | 86 | | NON-GAAP FINANCIAL MEASURES | 86 |

  3. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | The Campbell’s Company | 2025 Proxy Statement | 3 |

  4. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    PROXY STATEMENT SUMMARY The Board of Directors (the “Board”) of The Campbell’s Company (the “Company,” “we,” “us,” “our” or “Campbell”) is furnishing this proxy statement and soliciting proxies in connection with the proposals to be voted on at The Campbell’s Company 2025 Annual Meeting of Shareholders (“2025 Annual Meeting”) and any postponements or adjournments thereof. This proxy statement and the accompanying Notice of 2025 Annual Meeting of Shareholders and proxy card are first being sent to shareholders on or about October 9, 2025. This summary highlights certain information contained in this proxy statement but does not contain all the information you should consider when voting your shares. Please read the entire proxy statement carefully before voting.

  5. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | 2025 Annual Meeting Information | | Meeting Agenda | | Date | November 18, 2025 | Proposals ■Election of 12 Board-recommended director nominees to the Board of Directors for a one-year term ■Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026 ■“Say on Pay” advisory resolution to approve fiscal 2025 executive compensation ■A shareholder proposal regarding simple majority voting, if properly presented at the 2025 Annual Meeting ■A shareholder proposal regarding a report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes, if properly presented at the 2025 Annual Meeting ■Transact other business that may properly come before the meeting | | Time | 9:00 a.m. Eastern Time | | | Location | Live Webcast at: https://meetnow.global/CPB2025 | | | Record Date | September 24, 2025 | | | Admission | To attend the live webcast of the 2025 Annual Meeting, you will need to log in to https://meetnow.global/CPB2025 and use the 15-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form. | | | Stock Symbol | CPB | | | Stock Exchange | The Nasdaq Stock Market LLC (“Nasdaq”) | | | Corporate Website | www.thecampbellscompany.com | |

  6. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    VOTING MATTERS AND VOTE RECOMMENDATIONS

  7. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | Item | Board Recommendation | Vote Standard | Reasons for Recommendation | More Information | | 1. Election of 12 Board-recommended director nominees to the Board of Directors for a one-year term | FOR EACH NOMINEE | Majority of the votes cast | The Board and the Governance Committee believe the individuals recommended by the Board possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management’s execution of Campbell’s long-term strategy. | Page 14 | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026 | FOR | Majority of the votes cast | The Audit Committee believes that the re-appointment of PricewaterhouseCoopers LLP is in the best interests of Campbell and our shareholders. | Page 35 | | 3. “Say on Pay” advisory resolution to approve fiscal 2025 executive compensation | FOR | Majority of the votes cast | The Board and the Compensation and Organization Committee believe our executive compensation program incorporates a number of compensation governance best practices and aligns to performance. | Page 38 | | 4. Shareholder Proposal - Simple Majority Vote | AGAINST | Majority of the votes cast | The Board believes that the current supermajority provisions in the Company’s governance documents are narrowly tailored to protect all shareholders and the adoption of simple majority provisions would not enhance shareholder value. | Page 79 | | 5. Shareholder Proposal - Regenerative Agriculture Program Report | AGAINST | Majority of the votes cast | The Board believes that the Company already provides appropriate disclosures about its regenerative agriculture program. | Page 81 |

  8. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | 4 | www.thecampbellscompany.com |

  9. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | How to Vote | | | | | Even if you plan to attend the live webcast of the 2025 Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see page 11 for additional details). If you are voting via the Internet or by telephone, be sure to have your proxy card or voting instruction form in hand and follow the instructions. You can vote any of three ways: | Internet Using the Internet and voting at the website listed on the proxy card or e-proxy notice. | Telephone Using the toll-free phone number listed on the proxy card/voting instruction form. | Mail Signing, dating and mailing the proxy card in the enclosed postage paid envelope. |

  10. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    OUR STRATEGY Our strategy is built around four pillars that position us to achieve Top-Tier Performance for our shareholders, as reflected below.

  11. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | The Campbell’s Company | 2025 Proxy Statement | 5 |

  12. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    FISCAL 2025 PERFORMANCE In fiscal 2025, we continued to advance our key strategic initiatives and to evolve our operating model while navigating a dynamic macroeconomic environment. We completed the integration of Sovos Brands, Inc. ("Sovos Brands"), which has brought incremental growth. We also launched our new Growth Office to drive innovation and growth. Fiscal 2025 was a 53-week year. On September 3, 2025, we announced our fiscal 2025 financial results, which included: •Net sales of $10.253 billion, an increase of 6% versus 2024 •Organic net sales of $9.332 billion, a decrease of 1% versus 2024 •Earnings before interest and taxes (“EBIT”) of $1.124 billion, an increase of 12% versus 2024 •Adjusted EBIT of $1.487 billion, an increase of 2% versus 2024 •Earnings per share (“EPS”) of $2.01, an increase of 6% versus 2024 •Adjusted EPS of $2.97, a decrease of 4% versus 2024 •Cash flows from operations of $1.131 billion, versus $1.185 billion in 2024 •Meals & Beverages net sales and operating earnings increased 15% and 10%, respectively, versus 2024 •Snacks net sales and operating earnings decreased 4% and 14%, respectively, versus 2024 These results reflect our focus on execution in a dynamic operating environment. We are confident that our focus on day-to-day execution and the actions we are taking to strengthen our foundation will lead to sustainable, profitable growth. We encourage you to review our Annual Report to Shareholders that will accompany this Proxy Statement for additional information on our fiscal 2025 performance and our financial results. Information on items impacting comparability is available in Appendix A, which also provides a reconciliation of organic net sales, adjusted EBIT and adjusted EPS, which are non-GAAP measures, to their most comparable GAAP measures. FISCAL 2025 COMMUNITY & SUSTAINABILITY WINS In fiscal 2025, we focused on strengthening and empowering vibrant communities through our employee engagement and grantmaking programs. The Campbell’s Foundation’s grantmaking enabled nonprofit organizations in Campbell communities to engage in a range of important community work focused on increasing food access, encouraging healthy living and nurturing neighborhoods. In fiscal 2025, Community Impact Grants totaling $920,000 were awarded to support our Campbell communities. This year’s Campbell Cares Days of Service resulted in over 7,000 volunteer hours, with employees completing more than 270 in-person volunteer projects across our Campbell locations. From hosting community clean-ups and donation drives to preparing and serving meals at local food organizations, thousands of employees gave back to our communities. Our annual employee giving campaign also raised more than $1 million for nonprofit organizations through employee contributions and foundation matches, supporting over 750 organizations across our communities. In fiscal 2025, we grew our signature program, Full Futures, which is aimed at fostering a school nutrition environment that ensures all students are well nourished and ready to thrive at school and in life. The goal of Full Futures is to create sustainable, scalable changes in school nutrition. Full Futures Camden completed its fourth year in fiscal 2025 and Full Futures Charlotte completed its third year. A third site, Full Futures Hanover, launched in 2025 with programming after receiving planning grants the previous year. Our fiscal 2025 total investment in the Full Futures program was over $1.4 million across three locations. Our focus on sustainability remained strong in fiscal 2025. We continued to work towards our science-based emissions reduction targets, with ongoing contributions from a virtual power purchase agreement. We advanced our work on regenerative agriculture and made strides in our commitment to source eggs from cage-free hens by the end of calendar year 2025. We continued our pursuit of landfill diversion opportunities, and also maintained our commitment to transparency and disclosure, publishing a Corporate Responsibility Data Update which included climate risk information and referenced the Global Reporting Initiative, Sustainability Accounting Standards Board, and UN Global Compact reporting frameworks. The report can be accessed at www.thecampbellscompany.com/our-impact/reports-and-policies/, but is not, and will not be deemed to be a part of this proxy statement or incorporated by reference into any of our filings with the SEC. See pages 27 through 28 for more information about our sustainability activities.

  13. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | 6 | www.thecampbellscompany.com |

  14. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | ITEM 1: ELECTION OF DIRECTORS |

  15. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    DIRECTOR NOMINEES Your Board recommends a vote FOR all of the nominees listed below:

  16. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | | | | | Board Committee Composition | | | | | Name | Age | Director Since | Independent | Audit | Comp. & Org. | Finance & Corp. Dev. | Governance | | Fabiola R. Arredondo | 58 | 2017 | ✓ | ✓ | | ✓ | | | Howard M. Averill (Audit Committee Financial Expert) | 61 | 2017 | ✓ | ✓ (C) | | ✓ | | | Mick J. Beekhuizen | 49 | 2025 | | | | | | | Bennett Dorrance, Jr. | 54 | 2022 | ✓ | ✓ | | | ✓ | | Maria Teresa (Tessa) Hilado (Audit Committee Financial Expert) | 61 | 2018 | ✓ | ✓ | | ✓ (C) | | | Grant H. Hill | 53 | 2021 | ✓ | | ✓ | | ✓ | | Sarah Hofstetter | 51 | 2018 | ✓ | | ✓ | | ✓ | | Marc B. Lautenbach | 64 | 2014 | ✓ | | ✓ (C) | ✓ | | | Mary Alice D. Malone, Jr. | 42 | 2025 | ✓ | | ✓ | ✓ | | | Keith R. McLoughlin Independent Board Chair | 69 | 2016 | ✓ | | | | | | Kurt T. Schmidt | 68 | 2018 | ✓ | | ✓ | | ✓ | | Archbold D. van Beuren | 68 | 2009 | ✓ | ✓ | | | ✓ (C) |

  17. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    Committee composition shown above is as of the date of this proxy statement. Current committee assignments are indicated by a (✓), and committee chairs are indicated by (C). Additional information about each nominee’s background and experience can be found beginning on page 16.

  18. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | The Campbell’s Company | 2025 Proxy Statement | 7 |

  19. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    COMPOSITION OF THE CAMPBELL’S COMPANY DIRECTOR NOMINEES

  20. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | Independence |

  21. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | Tenure of Independent Director Nominees |

  22. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    | Age of Independent Director Nominees |

  23. (1)writing to Investor Relations, The Campbell’s Company, 1 Campbell Place, Camden, NJ 08103; or

    We have a diverse, independent Board. Four of our 12 Director nominees are women, three of our 12 Director nominees are ethnically diverse and 11 of our 12 Director nominees are independent, including our Board Chair. All members of the Audit, Compensation and Organization, Finance and Corporate Development and Governance Committees are independent. The Board is composed of Directors who bring a mix of fresh perspectives and deeper experience, and includes three who are descendants of our founder. Since the beginning of 2020, we have refreshed the Board with the addition of four new independent directors. The average tenure of our non‑management director nominees is approximately 7.6 years. All Directors are committed to the Company’s long‑term success and creating value for all shareholders.

  24. Skills and Experience

    | | Significant/Long-Term Shareholder |

  25. Skills and Experience

    | | Public Company Board/Corporate Governance Experience |

  26. Skills and Experience

    | | Sustainability/Human Capital Management |

  27. Skills and Experience

    See Director biographies beginning on page 16 for further detail.

  28. Skills and Experience

    | 8 | www.thecampbellscompany.com |

  29. Skills and Experience

    Corporate Governance Highlights

  30. Skills and Experience

    | Director and Committee Independence | ■11 of 12 director nominees are independent ■4 fully independent Board committees: Audit, Compensation and Organization, Finance and Corporate Development and Governance | | Board Accountability | ■Annual election of directors ■Simple majority voting standard in uncontested elections ■Shareholder ability to act by written consent and call special meeting | | Board Leadership | ■Independent Board Chair | | Board Evaluation and Effectiveness | ■Annual Board and Committee self‑assessments ■Annual director evaluations ■Annual independent director evaluation of the Board Chair and the CEO | | Board Refreshment and Composition | ■Balance of new and experienced directors, with tenure of independent director nominees averaging 7.6 years ■Added 4 new independent directors since the beginning of 2020 ■Average age of independent director nominees is 59.5 years | | Director Engagement | ■All directors attended at least 85% of Board and Committee meetings in fiscal 2025 ■Corporate Governance Standards limit director membership on other public company boards ■Shareholder ability to contact directors (as described on page 29) | | Director Access | ■Significant interaction with senior business leaders through regular business reviews and Board presentations ■Directors have access to senior management and other employees ■Directors have the ability to hire outside experts and consultants as they deem necessary | | Clawback and Anti‑Hedging Policies | ■Clawback policies that provide for mandatory recoupment of incentive compensation upon an accounting restatement and discretionary recoupment under certain circumstances outside of an accounting restatement ■Performance share award agreements allow clawback for a breach of a duty of loyalty ■Insider Trading Policy prohibits all directors, officers and employees from engaging in any hedging investments involving Campbell stock | | Share Ownership | ■Robust stock ownership guidelines for directors and executive officers ◦CEO required to hold shares equivalent to 6x salary ◦Other executive officers are required to hold shares equivalent to 3.5x salary ◦Directors required to hold shares equivalent to 5x the cash portion of their annual retainer within five years of first joining the Board |

  31. Skills and Experience

    | ITEM 2: RATIFICATION OF AUDITORS | | Based on the Audit Committee’s assessment of PricewaterhouseCoopers LLP’s performance, qualifications and independence, it believes their re‑appointment for fiscal 2026 is in the best interests of Campbell and our shareholders. Shareholder ratification of the appointment is not required under the laws of the State of New Jersey or our Restated Certificate of Incorporation or By‑Laws, but as a matter of good corporate governance, the Board is submitting this proposal to shareholders. Even if the appointment is ratified, the Audit Committee may select a different audit firm at any time during the year if it determines that this would be in the best interests of Campbell and our shareholders. |

  32. Skills and Experience

    | The Campbell’s Company | 2025 Proxy Statement | 9 |

  33. Skills and Experience

    | ITEM 3: ADVISORY VOTE ON FISCAL 2025 EXECUTIVE COMPENSATION |

  34. Skills and Experience

    We offer a total compensation package that is designed to attract, motivate and retain the caliber of talent needed to deliver successful business performance in absolute terms and relative to competition. Our compensation program is designed to link pay to Company, division and individual performance. The objectives of our executive compensation program are to:

  35. Skills and Experience

    | | Align the financial interests of our named executive officers (“NEOs”) with those of our shareholders, in both the short and long term | | Provide incentives for achieving and exceeding our short- and long‑term goals | | | Attract, motivate and retain key executives by providing total compensation that is competitive with compensation paid at other companies in the food, beverage and consumer products industries | | Differentiate the level of compensation based on individual and business unit performance, leadership potential and level of responsibility within the organization |

  36. Skills and Experience

    | WE DO | | WE DO NOT | | | | Maintain a strong alignment between corporate performance and compensation | | Have an employment agreement with our Chief Executive Officer or any other NEO | | | Annually review the risk profile of our compensation programs and maintain risk mitigators | | Pay dividends or dividend equivalents to NEOs on unearned equity awards | | | Use an independent compensation consultant retained directly by the Compensation and Organization Committee | | Reprice stock options without the approval of Campbell shareholders | | | Use “double‑trigger” change in control provisions in all change in control agreements with our NEOs | | Provide tax‑gross ups in any change in control agreement | | | Have clawback policies for mandatory incentive compensation recoupment in the event of an accounting restatement and discretionary recoupment under certain circumstances outside of an accounting restatement and have performance share award agreements that allow for award clawback in the event of a breach of duty of loyalty | | Allow any directors, officers or employees to hedge Campbell common stock | | | Maintain robust stock ownership guidelines for all executive officers | | Allow any directors or executive officers to pledge Campbell common stock |

  37. How can I attend the 2025 Annual Meeting via Live Webcast?

    | | Significant/Long-Term Shareholder |

  38. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2017 Age: 58 Independent Director Committee Memberships: •Audit •Finance and Corporate Development | FABIOLA R. ARREDONDO Biography Fabiola R. Arredondo has been the Managing Partner of Siempre Holdings, a private, single family investment office based in Greenwich, Connecticut, since 2001. Ms. Arredondo previously held senior operating roles at Yahoo! Inc., the British Broadcasting Corporation (BBC) and Bertelsmann SE & Co. KGaA. Ms. Arredondo received a bachelor’s degree in political science from Stanford University, and a master of business administration from Harvard Business School. | | | Skills and Qualifications Ms. Arredondo brings a wealth of domestic and international operational and strategic experience as a former senior executive in the digital technology and media fields to the Campbell Board. She also has extensive public, private and non-profit board experience in a number of relevant areas, including business model transformations, investment acquisition, integration and disposition skills, and the development of e-commerce distribution networks and effective digital marketing and sales initiatives. | | | Other Public Company Boards Fair Isaac Corporation (FICO), 2020 – present Burberry plc, 2015 – 2025 |

  39. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2017 Age: 61 Independent Director Committee Memberships: •Audit (Chair) •Finance and Corporate Development | HOWARD M. AVERILL Biography Howard M. Averill served as Executive Vice President and Chief Financial Officer of Time Warner Inc., a global media and entertainment company, from January 2014 until June 2018. Mr. Averill previously served as Executive Vice President, Chief Financial Officer of Time Inc. from 2007 through the end of 2013. Prior to joining Time Inc., Mr. Averill spent 10 years at NBC Universal in a variety of financial roles. Earlier in his career, Mr. Averill worked in strategic planning for PepsiCo, Inc. Mr. Averill received a bachelor’s degree in economics from the University of Vermont, and a master of business administration with a concentration in finance from the Kenan-Flagler Business School at the University of North Carolina – Chapel Hill. | | | Skills and Qualifications Mr. Averill has significant executive leadership experience, particularly in the areas of finance, accounting, mergers and acquisitions, and strategic planning. As a result of his executive position with a leading media and entertainment company, Mr. Averill also brings digital media expertise and knowledge of information technology and security to the Campbell Board. | | | Other Public Company Boards None in the past 5 years |

  40. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2025 Age: 49 President and Chief Executive Officer | MICK J. BEEKHUIZEN President and Chief Executive Officer of The Campbell’s Company Biography Mick J. Beekhuizen was named President and Chief Executive Officer and a Director of The Campbell’s Company effective February 1, 2025. Prior to this role, Mr. Beekhuizen served as Executive Vice President and President, Meals & Beverages from February 2023 to January 2025 and Executive Vice President and Chief Financial Officer from September 2019 to February 2023. Mr. Beekhuizen previously served as Executive Vice President and Chief Financial Officer at Chobani LLC from March 2016 until September 2019. He also spent 13 years with Goldman Sachs in roles including Managing Director in the merchant banking division. Mr. Beekhuizen graduated from the University of Twente in the Netherlands with a master of science degree in industrial engineering and management. | | | Skills and Qualifications Mr. Beekhuizen is an accomplished leader with a record of financial, commercial and operational excellence. He brings executive leadership experience, financial acumen, and nearly a decade of food industry experience to the Campbell Board. His extensive experience provides him with valuable insights about our business and our industry. | | | Other Public Company Boards None in the past 5 years |

  41. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2022 Age: 54 Independent Director Committee Memberships: •Audit •Governance | BENNETT DORRANCE, JR. Biography Bennett Dorrance, Jr. is a managing director for the DFE Trust Company, board member of DMB Associates and president of the Dorrance Family Foundation, which supports education, natural resource conservation and programs that improve quality of life in Arizona, California and Hawaii. He is the owner/operator of Touching the Earth Farm and the Kohala Village hub, a founding partner in Memorial Reefs International and a board member for Hawai’i Institute of Pacific Agriculture – organizations that work towards a more resilient world. Bennett received a bachelor’s degree in art history from Princeton University and a master’s degree in sustainable leadership from Arizona State University. | | | Skills and Qualifications Mr. Dorrance, Jr. brings expertise in entrepreneurship, with focus on sustainability, land management, and health and wellness. His master’s degree in sustainable leadership gives him a strong grounding in sustainability. In addition, as a descendent of The Campbell’s Company’s founder and a significant shareholder, Mr. Dorrance, Jr. has extensive knowledge of Campbell’s history, organization and culture. | | | Other Public Company Boards None in the past 5 years |

  42. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2018 Age: 61 Independent Director Committee Memberships: •Audit •Finance and Corporate Development (Chair) | MARIA TERESA (TESSA) HILADO Biography Maria Teresa (Tessa) Hilado served as Executive Vice President and Chief Financial Officer of Allergan plc, a global pharmaceutical company, from December 2014 until February 2018. Prior to joining Allergan, Ms. Hilado served as Senior Vice President, Finance and Treasurer of PepsiCo, Inc. from 2009 until 2014. She previously served as Vice President and Treasurer for Schering-Plough Corp. from 2008 to 2009 and spent more than 17 years with General Motors Co. in leadership roles of increasing responsibility, including Assistant Treasurer and CFO, GMAC Commercial Finance. Ms. Hilado received a bachelor’s degree in management engineering from Ateneo de Manila University in the Philippines, and a master of business administration from the Darden School of Business at the University of Virginia. | | | Skills and Qualifications Ms. Hilado has more than three decades of demonstrated financial expertise in leading roles at several large, global corporations. She has extensive experience in global finance, treasury, mergers and acquisitions and business development, as well as experience in the automotive, consumer packaged goods and health care industries. | | | Other Public Company Boards PPD, Inc., 2018 – 2021 Zimmer Biomet Holdings, Inc., 2018 – present H.B. Fuller Company, 2013 – 2021 Galderma, S.A., 2021 – present |

  43. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2021 Age: 53 Independent Director Committee Memberships: •Compensation and Organization •Governance | GRANT H. HILL Biography Grant H. Hill is a co-owner and has served as Vice Chairman of the Atlanta Hawks professional basketball team since 2015. He has served as Managing Director of the USA Men’s Basketball Team since 2021. Mr. Hill is the co-founder and has served as Managing Partner of Penta Mezzanine Fund, a private investment firm that provides customized growth capital solutions to profitable, lower-middle-market companies nationwide since 2011. He is founder and Chairman of Hill Ventures, Inc. through which he engages in commercial real estate development. He has served as a director of Empire State Realty Trust, Inc. since 2020. Mr. Hill is a former college and professional basketball player, an Olympic gold medal winner and a member of the Naismith Memorial Basketball Hall of Fame. Mr. Hill earned a bachelor’s degree in history from Duke University. | | | Skills and Qualifications Mr. Hill offers a diverse business perspective and brings executive leadership, consumer branding, and digital media, e-commerce and technology experience to the Campbell Board. | | | Other Public Company Boards Empire State Realty Trust, Inc., 2020 – present |

  44. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2018 Age: 51 Independent Director Committee Memberships: •Compensation and Organization •Governance | SARAH HOFSTETTER Biography Sarah Hofstetter currently serves as Chairwoman of Profitero, Ltd., a global e-commerce SaaS analytics company that provides brand manufacturers with analytics and insights to accelerate e-commerce sales. She served as President of Profitero, Ltd. from April 2020 to May 2025. Ms. Hofstetter served as President of ComScore, Inc., a global information and analytics company that measures consumer audiences and advertising across media platforms, from October 2018 through March 2019. Ms. Hofstetter previously held several senior executive roles at 360i, a U.S. advertising arm of Dentsu, Inc., a Japanese advertising and public relations company, serving as Chairwoman from April 2018 through October 2018, Chief Executive Officer from 2013 until April 2018 and Senior Vice President, Emerging Media & Brand Strategy from 2006 to 2010. Prior to joining 360i, Ms. Hofstetter was President and Founder of Kayak Communications, a marketing agency focused on developing brand strategy and communications plans for new media brands, and she spent 10 years at Net2Phone, one of the world’s first providers of VoIP technology, in a series of senior leadership positions. Ms. Hofstetter received a bachelor’s degree in sociology and journalism from Queens College, City University of New York. | | | Skills and Qualifications Ms. Hofstetter has significant marketing, brand building, e-commerce, and digital marketing expertise leading organizations that use advertising to drive growth for many types of businesses. She has worked with packaged food companies on campaigns to modernize and revitalize their brands to spark growth and successfully market to next generation consumers. Ms. Hofstetter also brings social media, e-commerce and digital marketing experience to the Campbell Board. | | | Other Public Company Boards Kenvue Inc., 2025 – present |

  45. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2014 Age: 64 Independent Director Committee Memberships: •Compensation and Organization (Chair) •Finance and Corporate Development | MARC B. LAUTENBACH Biography Marc B. Lautenbach served as President and Chief Executive Officer at Pitney Bowes Inc., a global shipping and mailing company that provides technology, logistics and financial services, from December 2012 to October 2023. Before joining Pitney Bowes, Mr. Lautenbach spent 27 years in senior leadership roles at International Business Machines Corporation (IBM), a global technology services company, most recently serving as Managing Partner, North America, IBM Global Business Services. Mr. Lautenbach received a bachelor’s degree from Denison University, where he graduated Magna Cum Laude and was inducted into Phi Beta Kappa. He received a master of business administration with a concentration in finance from the Kellogg Graduate School of Management at Northwestern University. | | | Skills and Qualifications As a former chief executive officer, Mr. Lautenbach brings executive leadership experience to the Campbell Board. He possesses substantial operational experience in the technology and logistics fields, as well as marketing, sales and product development experience. Mr. Lautenbach has worked with a broad range of customers and clients and has significant international experience. | | | Other Public Company Boards Pitney Bowes Inc., 2012 – 2023 |

  46. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2025 Age: 42 Independent Director Committee Memberships: •Compensation and Organization •Finance and Corporate Development | MARY ALICE DORRANCE MALONE, JR. Biography Mary Alice Dorrance Malone, Jr. is the founder and Chief Brand Director of Malone Souliers, an international luxury footwear brand established in 2014 with global distribution. In addition, Ms. Malone, Jr. serves as Executive Chair of Duo Boots, a footwear brand focusing on inclusive sizing and premium fit, which she acquired in 2020 out of bankruptcy and successfully relaunched through operational improvements and product innovation. With nearly 20 years in the fashion industry, she is an entrepreneur experienced in global retail sales and brand building. Ms. Malone, Jr. received a bachelor’s degree in international politics from Elon University and studied design and manufacturing at the University of the Arts, Denver and London College of Fashion. | | | Skills and Qualifications Ms. Malone, Jr. is an entrepreneur, a private investor and an officer of several private companies. With over a decade of experience in brand-building, she brings valuable insights to the Campbell Board in this area. As a descendant of The Campbell’s Company’s founder and a significant shareholder, she possesses extensive knowledge of Campbell’s history, organization and culture, and the strategic perspective of a long-term, highly committed director and shareholder. | | | Other Public Company Boards None in the past 5 years |

  47. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2016 Age: 69 Independent Director BOARD CHAIR | KEITH R. MCLOUGHLIN Biography Keith R. McLoughlin served as interim President and Chief Executive Officer of The Campbell’s Company from May 2018 through January 2019. Previously, Mr. McLoughlin was President and Chief Executive Officer of AB Electrolux, a global manufacturer of major household appliances, from 2011 until February 2016. Mr. McLoughlin joined Electrolux in 2003, where he was the President of the Electrolux Home Products North America, Head of Major Appliances in North America and Latin America, Executive Vice President and Head of Global Operations prior to being appointed President and Chief Executive Officer. Before joining Electrolux, Mr. McLoughlin spent 22 years in senior leadership roles at E.I. DuPont de Nemours and Company, leading several consumer brand businesses. Mr. McLoughlin graduated from the United States Military Academy at West Point with a bachelor’s degree in engineering. | | | Skills and Qualifications As a former chief executive officer for two global enterprises, Mr. McLoughlin possesses significant executive leadership experience and expertise in international business and operations. His experience as interim CEO of Campbell during the Board-led strategic and portfolio review gives him a unique perspective on the Company, its operations, strategy, people and culture. His additional experience in retail sales, marketing, innovation, strategic planning, and organizational and human resource matters provide valuable insights to the deliberations of the Campbell Board. | | | Other Public Company Boards Briggs & Stratton Corp., 2007 – 2021 |

  48. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2018 Age: 68 Independent Director Committee Memberships: •Compensation and Organization •Governance | KURT T. SCHMIDT Biography Kurt T. Schmidt served as the President and Chief Executive Officer of Cronos Group Inc., a global cannabinoid company from September 2020 to March 2022. Before joining Cronos Group, Mr. Schmidt served as a director and Chief Executive Officer of Blue Buffalo Pet Products, Inc. from 2012 through 2016. Prior to joining Blue Buffalo, Mr. Schmidt served as Deputy Executive Vice President at Nestlé S.A., from 2007 until 2012 and was responsible for the Nestlé Nutrition division and served as a member of the company’s Executive Committee. Prior to joining Nestlé, Mr. Schmidt was the President and Chief Executive Officer of Gerber Products Company from 2004 to 2007. Mr. Schmidt received a bachelor’s degree in chemistry from the United States Naval Academy and a master of business administration from the University of Chicago. | | | Skills and Qualifications Mr. Schmidt brings executive leadership and management experience to the Campbell Board. His extensive operational and leadership experience in the food, beverage and consumer packaged goods industry are especially valuable to Campbell’s strategic objectives. | | | Other Public Company Boards None in the past 5 years |

  49. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Director Since: 2009 Age: 68 Independent Director Committee Memberships: •Audit •Governance (Chair) | ARCHBOLD D. VAN BEUREN Biography Archbold D. van Beuren is Chairman of Brandywine Trust Group, a privately owned trust company providing fiduciary and investment services. Mr. van Beuren served as Senior Vice President and President-Global Sales and Chief Customer Officer for The Campbell’s Company, from 2007 until his retirement in October 2009. Mr. van Beuren joined Campbell in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier and President of a division responsible for the North America Foodservice business and the Company’s Canadian, Mexican and Latin American businesses. Mr. van Beuren received a bachelor of arts degree from Yale University, and a master of business administration with a concentration in finance from Columbia University Business School. | | | Skills and Qualifications Mr. van Beuren brings wide-ranging skills in operational and financial management and extensive knowledge of Campbell, its customers, its products and the food industry to the Board. He is also a descendant of the founder of The Campbell’s Company and adds the perspective of a long-term, highly committed shareholder to the Board’s discussions. | | | Other Public Company Boards None in the past 5 years |

  50. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Fiscal 2025 Director Compensation |

  51. How can I attend the 2025 Annual Meeting via Live Webcast?

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(1)(2) ($) | Total ($) | | Fabiola R. Arredondo | $122,750 | $165,750 | $288,500 | | Howard M. Averill | $134,000(3) | $177,000(4) | $311,000 | | Bennett Dorrance, Jr. | $122,750 | $165,750 | $288,500 | | Maria Teresa Hilado | $132,750(3) | $175,750(4) | $308,500 | | Grant H. Hill | $119,000(5) | $162,000 | $281,000 | | Sarah Hofstetter | $119,000 | $162,000(4) | $281,000 | | Marc B. Lautenbach | $131,500 | $174,500(4) | $306,000 | | Mary Alice D. Malone * | $114,096 | $155,118 | $269,214 | | Mary Alice D. Malone, Jr. (6) | $— | $— | $— | | Keith R. McLoughlin | $294,000 | $337,000(4) | $631,000 | | Kurt T. Schmidt | $119,000(3) | $162,000(4) | $281,000 | | Archbold D. van Beuren | $132,750 | $175,750 | $308,500 |

  52. How can I attend the 2025 Annual Meeting via Live Webcast?

    * Ms. Malone served as a director until her death in June 2025. She received a prorated amount of her director compensation for the fourth quarter of fiscal 2025. (1)Amounts reported represent quarterly director compensation payments made in fiscal 2025, on or about September 27, 2024, December 31, 2024, March 28, 2025 and June 27, 2025.

  53. Audit Committee

    | | WHAT HAPPENED IN 2025? Strategy and 2025 Financial Results 2025 Executive Compensation: Payouts CEO Transition | 40 | | | WHAT ARE OUR COMPENSATION PRACTICES? Compensation Objectives Compensation Principles and Policies Compensation Governance Results of 2024 Say on Pay Vote | 41 | | | HOW ARE COMPENSATION DECISIONS MADE? Role of the Compensation and Organization Committee Role of Management Role of Independent Compensation Consultant Peer Groups | 42 |

  54. Audit Committee

    | | HOW DO WE COMPENSATE OUR NEOs? Compensation Elements Base Salary Annual Incentive Compensation Long-Term Incentive Compensation Fiscal 2025 Long-Term Incentive Program Awards with Performance Periods Ending in Fiscal 2025 Retirement Plans and Other Benefits | 45 | | | HOW DO WE MANAGE RISKS RELATED TO OUR COMPENSATION PROGRAM? Risk Assessment — Incentive Compensation Programs Executive Stock Ownership Tax Implications Trading Campbell's Securities Timing of Equity Grants Incentive Compensation Clawback Policies | 54 |

  55. Audit Committee

    | 2025 Executive Compensation: Payouts |

  56. Audit Committee

    | WE DO | WE DO NOT | | Maintain a strong alignment between corporate performance and compensation | Have an employment agreement with our CEO or any other executive officers | | Annually review the risk profile of our compensation programs and maintain risk mitigators | Pay dividends or dividend equivalents to NEOs on unearned equity awards | | Use an independent compensation consultant retained directly by the Compensation and Organization Committee | Reprice stock options without the approval of Campbell shareholders | | Use “double‑trigger” change in control provisions in all change in control agreements with our NEOs | Provide tax gross ups in any change in control agreement | | Have clawback policies for mandatory incentive compensation recoupment in the event of an accounting restatement and discretionary recoupment under certain circumstances outside of an accounting restatement and have performance share award agreements that allow for award clawback in the event of a breach of duty of loyalty | Allow any directors, officers, or employees to hedge Campbell common stock | | Maintain robust stock ownership guidelines for all executive officers | Allow any directors or executive officers to pledge Campbell common stock |

  57. Audit Committee

    | Role of Independent Compensation Consultant |

  58. Audit Committee

    | Peer Groups |

  59. Other NEOs

    The Committee considers a number of factors in determining individual base salaries for the NEOs, including the scope of an individual’s job responsibilities, his or her individual contributions and experience, business performance, job market conditions, the overall Company salary budget, and the individual’s current base salary as compared with those of persons in similar positions at other companies in the Compensation Peer Group, as well as within the Company. Targets for annual incentive payments are a percentage of base salary. Each NEO, other than the CEO, who was employed at the time of the LTI grants has a long-term incentive target that is also expressed as a percentage of his or her base salary. Individual salaries for NEOs are reviewed each September by the Committee when it conducts its annual review of executive performance. Merit increases, for executives other than the CEO, are generally based on the CEO’s and the Committee’s assessment of individual performance. In September 2024, the Committee reviewed the base salaries for all of the NEOs. The Committee decided to increase the fiscal 2025 base salaries for each of Messrs. Clouse and Beekhuizen and for Mses. Anderson and Johnson May by 3.0%, overall generally in line with the average base salary increases for our U.S.-based salaried employees. The Committee decided to increase Mr. Poland’s base salary by 10.5% and Mr. Brawley’s salary by 15.0%, respectively, which included an increase generally in line with the average base salary increases for our U.S.-based salaried employees and, for Mr. Poland, an additional increase for his time in role and breadth of responsibilities and, for Mr. Brawley, an additional increase to bring his base salary closer to market median as compared to those persons in similar positions at other companies in our Compensation Peer Group. Additionally, the Committee increased Mr. Beekhuizen’s base salary to $1,200,000 upon his promotion to President and CEO on February 1, 2025. The amount of base salary paid to each of the NEOs in fiscal 2025 is presented in the 2025 Summary Compensation Table on page 56.

  60. Other NEOs

    | Annual Incentive Compensation |

  61. Other NEOs

    In fiscal 2025, all NEOs were eligible to receive an annual incentive award under The Campbell’s Company Annual Incentive Plan (“AIP”). Awards to NEOs under the AIP are determined based on Company and/or division performance (as applicable) and individual performance, as illustrated in the table below. A narrative discussion of each component follows.

  62. Other NEOs

    | | | | | | | Final Award | | Annual Incentive Target | | Total Company Performance Score* | | Individual Award Determination | | | | The Committee sets a target percentage for each NEO based on competitive market data. The target percentages for all AIP-eligible participants are applied to individual base salaries. | | The score is determined by the Committee based on an assessment of the Company’s performance versus pre-established financial goals and the quality of the results. The full range of possible scores is 0-200%. | | This is determined by the Committee, in the case of the CEO, and the Committee with input from the CEO for the other NEOs. The range of possible scores is 0-150%. | | | | | | | | | | | | | | | | | | In all events, capped at 200% of an individual’s AIP target |

  63. Other NEOs

    | Name | Fiscal 2025 Annual Incentive Target (% of Base Salary) | Fiscal 2025 Annual Incentive Target ($) | | Mick J. Beekhuizen(1) | 125% | $1,500,000 | | Mark A. Clouse(2) | 90% | $1,161,000 | | Carrie L. Anderson | 100% | $807,300 | | Charles A. Brawley, III | 80% | $483,200 | | Christopher D. Foley | 100% | $848,800 | | Diane Johnson May | 80% | $515,040 | | Daniel L. Poland | 80% | $592,000 |

  64. Other NEOs

    The performance targets set forth above aligned with the Company’s internal operating plan and externally provided net sales and adjusted EBIT guidance that we set for fiscal 2025 and were designed to be challenging to achieve. For each of the Net Sales and Adjusted EBIT metrics, threshold performance results in a 50% payout of target funding, for the Free Cash Flow Metric, threshold performance results in 25% funding, and for all metrics, performance within the target range results in a 100% payout of target funding, over achievement results in a 175% payout of target funding, and exceptional performance results in 200% funding; straight-line interpolation is used between points to determine the actual payout. In establishing the metrics, performance targets and payout ranges for the fiscal 2025 Total Company Performance Score at the beginning of the fiscal year, the Committee recognized that there would be continued volatility in commodity and input prices in fiscal 2025, and more normalized demand levels and elevated inflation levels would likely have continued macro-economic impacts throughout fiscal 2025. In recognition of this continuing uncertain environment, the Committee decided to maintain reduced leverage in the overall performance schedules via the wider ranges around the target goals.

  65. Other NEOs

    | (dollars in millions) | Fiscal 2025 AIP Performance | Performance Assessment | Score | Weighting | Weighted Contribution to Total Company Performance Score | | Net Sales | $10,253 | Threshold | 81% | 40% | 32% | | Adjusted EBIT | $1,487 | Threshold | 75% | 40% | 30% | | Free Cash Flow | $652 | Threshold | 58% | 20% | 12% |

  66. Other NEOs

    | Name | Fiscal 2025 Annual Incentive Target | Fiscal 2025 Performance Score | Fiscal 2025 Individual Performance Score | | Fiscal 2025 Annual Incentive Award | | Mick J. Beekhuizen | $1,500,000x | 83%x | 100% | = | $1,241,250 |

  67. Other NEOs

    | Name | Fiscal 2025 Annual Incentive Target | Fiscal 2025 Company Performance Score | Fiscal 2025 Individual Performance Score | | Fiscal 2025 Annual Incentive Award | | Mark A. Clouse | $1,161,000x | 74%x | 100% | = | $859,140 |

  68. Other NEOs

    | Name | Fiscal 2025 Annual Incentive Target | Fiscal 2025 Performance Score | Fiscal 2025 Individual Performance Score | | Fiscal 2025 Annual Incentive Award | | Carrie L Anderson(1) | $807,300x | 74%x | 100% | = | $597,402 | | Charles A. Brawley, III(1) | $483,200x | 74%x | 105% | = | $375,446 | | Christopher D. Foley(2) | $848,800x | 57%x | 100% | = | $485,514 | | Diane Johnson May(1) | $515,040x | 74%x | 115% | = | $438,299 | | Daniel L. Poland(1) | $592,000x | 74%x | 100% | = | $438,080 |

  69. Other NEOs

    | Long-Term Incentive Compensation |

  70. Other NEOs

    Long-term incentives are typically equity awards, although cash-based awards may be made in limited circumstances. Equity grants are typically approved by the Committee each September, which is near the beginning of our fiscal year. Individual grants are based on the executive’s level of responsibility, possession of critical skills, individual performance and future leadership potential as assessed in our human resources organization planning process. The components of the LTI Program have evolved over time and are modified periodically to further the goals of the program. In fiscal 2020, the Committee decided to stop issuing stock options to the executive officers to simplify the design of the LTI program, while believing that the mix of performance and time-lapse restricted units provided strong shareholder alignment. All shares paid out under our LTI Program are treasury shares that were previously issued and outstanding.

  71. Other NEOs

    | Fiscal 2025 Long-Term Incentive Program |

  72. Other NEOs

    Each NEO, other than the CEO, who was employed at the time of the LTI grants has a long-term incentive target that is expressed as a percentage of his or her base salary. These targets, on average, are designed to deliver total direct compensation that approximates the market median, in accordance with our Compensation Principles and Policies. The Committee reviews the LTI targets for each NEO annually. The Committee did not make any changes to the fiscal 2025 LTI targets for Messrs. Beekhuizen or Foley or Ms. Anderson when it reviewed these targets in February 2024. The Committee increased Mr. Poland's target from 170% to 185%, decreased Ms. Johnson May’s target from 195% to 185%, and increased Mr. Brawley’s target from 170% to 185% to better align with overall market median and align targets among the Company’s functional leaders. The fiscal 2025 long-term incentive targets for our NEOs are set forth in the table below:

  73. Other NEOs

    | Name | Fiscal 2025 LTI Target (% of Base Salary) | Fiscal 2025 LTI Target ($) | | Mick J. Beekhuizen(1) | 250% | $2,060,000 | | Carrie L. Anderson | 250% | $1,959,375 | | Charles A. Brawley | 185% | $971,250 | | Christopher D. Foley | 250% | $2,060,000 | | Diane Johnson May | 185% | $1,156,250 | | Daniel L. Poland | 185% | $1,238,575 |

  74. Other NEOs

    | Name | TSR Performance- Restricted Share Units | EPS Performance- Restricted Share Units | Time‑Lapse Restricted Share Units | LTI Grant Value on Date of Grant* | | Mick J. Beekhuizen | 14,647 | 14,647 | 19,530 | $2,471,959 | | Mark A. Clouse | 56,291 | 56,291 | 75,054 | $9,500,011 | | Carrie L. Anderson | 13,351 | 13,351 | 17,802 | $2,253,238 | | Charles A. Brawley, III | 6,043 | 6,043 | 8,057 | $1,019,840 | | Christopher D. Foley | 14,647 | 14,647 | 19,530 | $2,471,959 | | Diane Johnson May | 7,536 | 7,536 | 10,048 | $1,271,826 | | Daniel L. Poland | 7,706 | 7,706 | 10,275 | $1,300,533 |

  75. Other NEOs

    TSR Performance‑Restricted Share Units In fiscal 2025, the Committee granted 30% of long‑term incentive awards to the NEOs in the form of TSR performance‑restricted share units. The Committee believed that it was appropriate to include an element that compared our performance to an external peer group, and that linking a portion of long‑term compensation to our TSR performance aligns the interests of NEOs with those of our shareholders. TSR performance‑restricted share units are paid out based upon our TSR performance over a three‑year period compared to the TSRs of the other companies in the Performance Peer Group over the same three‑year period. At the time of payment, the Committee can exercise negative discretion in determining our ranking under the TSR performance‑restricted share unit portion of the program in the event of unusual or infrequently occurring circumstances. The grants made in fiscal 2025 have a fiscal 2025‑2027 performance period. Based on the current composition of the Performance Peer Group, which has 11 companies, including Campbell, the percentage of target TSR units granted in fiscal 2025 that will be paid out at the end of the performance period based upon our TSR performance ranking is illustrated in the chart below. However, payouts are capped at 100% for negative TSR performance, regardless of ranking:

  76. Other NEOs

    | Campbell’s TSR Performance Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | | Percentage Payout | 200% | 200% | 175% | 150% | 125% | 100% | 75% | 50% | 0% | 0% | 0% |

  77. Other NEOs

    | Adjusted EPS CAGR for Fiscal 2025‑Fiscal 2027 | <2.8% | 3.8% | 4.8% | 5.8% | 6.8% | 7.8% | 8.8% | | Percentage Payout | 0% | 33% | 67% | 100% | 133% | 167% | 200% |

  78. Other NEOs

    | Campbell’s TSR Performance Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | | Percentage Payout | 200% | 200% | 175% | 150% | 125% | 100% | 75% | 50% | 0% | 0% | 0% | | | | | | | | | | | | | |

  79. Other NEOs

    | Adjusted EPS CAGR for Fiscal 2023‑Fiscal 2025 | < 0.2% | 1.2% | 2.2% | 3.3% | 4.4% | 5.4% | 6.4% | | Percentage Payout | 0% | 33% | 67% | 100% | 133% | 167% | 200% | | | | | | | | | |

  80. Other NEOs

    Time-lapse restricted share units, performance-restricted share units and stock options, as well as any extraordinary remuneration, are not included in the calculation of the pension benefit under the Qualified Plan. For a more detailed discussion of the retirement plans and the accumulated benefits under these plans, see the 2025 Pension Benefits table and the accompanying narrative beginning on page 64. Deferred Compensation Plan The Company’s Supplemental Retirement Plan provides an opportunity for eligible U.S.-based participants, including the NEOs, to save for future financial needs. In addition, NEOs who were hired or promoted into an eligible salary grade on or after January 1, 2011 but before October 1, 2024 were eligible to receive an Executive Retirement Contribution to their Supplemental Retirement Account. Messrs. Clouse, Beekhuizen, Brawley, Foley and Poland and Mses. Anderson and Johnson May were eligible for the Executive Retirement Contribution in fiscal 2025. The Executive Retirement Contribution is a credit to the participant’s Supplemental Retirement Plan account. The amount of the Executive Retirement Contribution is calculated on the same basis for all participants using covered compensation (for example, base salary and annual incentive payments under the AIP) and is subject to vesting criteria. Effective October 1, 2024, the Executive Retirement Contribution was closed to new participants in the eligible salary grade and the Company will cease to credit current participants with Executive Retirement Contributions as of October 1, 2029. For a more detailed discussion of the deferred compensation arrangements relating to the NEOs, including the Executive Retirement Contribution, see the 2025 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 67. Perquisites Our Personal Choice Program provides quarterly cash payments to certain NEOs in lieu of Company sponsored programs for items such as tax or estate planning services or financial planning services. The Committee believes that these payments are appropriate to reimburse executives for financial and tax planning services or other purposes so that the executives are not distracted from devoting their time and energy to their responsibilities to the Company. We also provided Mr. Clouse with a $150,000 allowance for personal use of an aircraft leased by the Company through an arrangement with NetJets, Inc. (“NetJets“). The Committee believed this was appropriate to enhance productivity for both the CEO and the Company, and allow the CEO a more convenient way to integrate work and life responsibilities. In addition, depending on availability, family members and personal guests of executive officers may travel on company aircraft to accompany executives who are traveling. In connection with his employment in 2022, we offered Mr. Poland a stipend of $2,500 per pay period less applicable taxes to assist him with commuting and living expenses in the Camden, New Jersey area which will continue for the duration of his employment. In connection with her employment in 2021, we offered Ms. Johnson May a stipend of $2,500 per pay period less applicable taxes to assist her with commuting and living expenses in the Camden, New Jersey area which will continue for the duration of her employment. For additional information on all perquisites provided to the NEOs in fiscal 2025, please see the 2025 Summary Compensation Table and accompanying footnotes, which begin on page 56. Severance Plans Each executive officer who reports to the CEO, including each of the NEOs, are participants in the Company’s Executive Severance Pay Plan (the “Executive Severance Plan”). The Executive Severance Plan provides a maximum payment of two times base salary if the executive is involuntarily terminated without cause. This payment and benefit level was determined primarily by reference to the amount of time customarily required for employees who are involuntarily terminated without cause to find other employment. We believe that, due to the relative scarcity of senior executive roles, employees at higher levels in the organization generally need more time to locate comparable positions elsewhere than employees at lower levels. Assurance of a reasonable measure of financial security in the event of involuntary termination is important to candidates for executive positions, and the extent of the severance benefits offered by Campbell in comparison with those available at other companies is sometimes a significant factor in their evaluations of the attractiveness of opportunities at Campbell. Mr. Foley is currently receiving severance benefits under the Executive Severance Plan. Mr. Clouse was not eligible to receive severance benefits upon his retirement. For a more detailed discussion of severance arrangements, see Potential Payments Upon Termination or Change in Control beginning on page 69. Change in Control Benefits We have entered into “double‑trigger” Amended and Restated Change in Control Severance Protection Agreements (“CIC Agreements”) with each of the NEOs. The CIC Agreements provide for severance pay and continuation of certain benefits should an applicable termination of employment occur in connection with and within two years following a change in control. The Committee believes that the CIC Agreements are necessary in order to retain stability in the senior executive team in the event there is a threatened or actual change in control. The CIC Agreements’ double‑trigger provisions require the occurrence of the following two events in order for an executive to receive payments and benefits: (1) a change in control; and (2) the executive’s employment must be terminated involuntarily and without cause (or terminated voluntarily for good reason) within two years following a change in control. None of our current CIC Agreements with the NEOs provides “gross‑up” payments to cover any federal excise taxes owed on change in control‑related severance payments and benefits. For a more detailed discussion of these CIC Agreements, see Potential Payments Upon Termination or Change in Control, beginning on page 69. The CIC Agreements with Messrs. Clouse and Foley expired when they ceased to be employed by the Company. We also have change in control provisions in our AIP, our long‑term incentive plans and our U.S. retirement plans, and these provisions apply equally to all participants in the plans, including the NEOs.

  81. Other NEOs

    We require NEOs to own shares to further align their interests with those of shareholders. It is our policy that NEOs achieve an ownership stake that represents a significant multiple of their base salaries. Until the ownership level is achieved, NEOs must retain at least half of the after‑tax value of each equity award in shares of Campbell stock upon the vesting of restricted share units or exercise of options. All NEOs that are currently employed by the Company are compliant with the retention requirements, and all have either met or are making meaningful progress toward their respective ownership standard. Progress toward a designated ownership standard is measured annually. The share ownership requirements for NEOs are listed below. The ownership standard is expressed as a multiple of salary that is determined based on organization level or salary grade. Establishing ownership standards as a multiple of base salary links the program with pay actions (i.e., base salary increases), and ensures that ownership objectives remain competitive. The ownership multiples have been set at market median.

  82. Stock Ownership Requirement as Multiple of Base Salary

    | 2025 Summary Compensation Table |

  83. Stock Ownership Requirement as Multiple of Base Salary

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Mick J. Beekhuizen President and Chief Executive Officer | 2025 | $1,013,831 | $— | $4,366,663 | $1,241,250 | $— | $335,616 | $6,957,360 | | | 2024 | $820,000 | $— | $2,351,781 | $693,396 | $— | $307,466 | $4,172,643 | | | 2023 | $795,292 | $— | $2,817,599 | $801,000 | $— | $306,409 | $4,720,300 | | Mark A. Clouse Former President and Chief Executive Officer | 2025 | $664,015 | $— | $8,932,730 | $859,140 | $— | $600,519 | $11,056,404 | | | 2024 | $1,245,292 | $— | $8,427,265 | $1,758,300 | $— | $829,143 | $12,260,000 | | | 2023 | $1,202,833 | $— | $7,301,734 | $2,468,400 | $— | $726,855 | $11,699,822 | | Carrie L. Anderson Executive Vice President and Chief Financial Officer | 2025 | $803,677 | $— | $2,118,689 | $597,402 | $— | $267,282 | $3,787,050 | | | 2024 | $778,125 | $— | $2,296,622 | $550,193 | $— | $230,532 | $3,855,472 | | | 2023 | $361,823 | $1,500,000 | $2,003,882 | $390,575 | $— | $71,817 | $4,328,097 | | Charles A. Brawley, III Executive Vice President, General Counsel and Corporate Secretary | 2025 | $591,846 | $— | $958,942 | $375,446 | $— | $185,985 | $2,112,219 | | Christopher D. Foley Former Executive Vice President and President, Snacks | 2025 | $844,985 | $— | $2,324,350 | $485,514 | $— | $214,408 | $3,869,257 | | | 2024 | $779,833 | $— | $2,057,846 | $426,235 | $184,850 | $255,727 | $3,704,491 | | | 2023 | $689,291 | $— | $1,607,218 | $825,930 | $46,475 | $225,284 | $3,394,198 | | Diane Johnson May Executive Vice President, Chief People and Culture Officer | 2025 | $640,908 | $— | $1,195,880 | $438,299 | $— | $280,000 | $2,555,087 | | | 2024 | $565,753 | $— | $2,644,231 | $429,000 | $— | $276,895 | $3,915,879 | | Daniel L. Poland Executive Vice President, Chief Enterprise Transformation Officer | 2025 | $729,154 | $— | $1,222,874 | $438,080 | $— | $310,339 | $2,700,447 | | | 2024 | $665,208 | $— | $2,941,237 | $480,433 | $— | $318,278 | $4,405,156 | | | 2023 | $640,625 | $— | $1,178,905 | $618,000 | $— | $251,149 | $2,688,679 |

  84. Stock Ownership Requirement as Multiple of Base Salary

    | 2025 Grants of Plan-Based Awards |

  85. Stock Ownership Requirement as Multiple of Base Salary

    | 2025 Outstanding Equity Awards at Fiscal Year-End |

  86. Stock Ownership Requirement as Multiple of Base Salary

    | 2025 Option Exercises and Stock Vested |

  87. Stock Ownership Requirement as Multiple of Base Salary

    | 2025 Pension Benefits |

  88. Stock Ownership Requirement as Multiple of Base Salary

    | 2025 Nonqualified Deferred Compensation |

  89. Stock Ownership Requirement as Multiple of Base Salary

    | Potential Payments Upon Termination or Change in Control |

  90. Stock Ownership Requirement as Multiple of Base Salary

    | Potential Payments Upon Termination or Change in Control (Continued) |

  91. Stock Ownership Requirement as Multiple of Base Salary

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | | — Annual Incentive Plan (AIP) Award | — | | — | — | — | — | | — Equity | | | | | | | | •Performance-Restricted Share Units | — | | — | $2,184,991 | $2,184,991 | $4,250,554 | | •Time-Lapse Restricted Share Units | — | | — | $1,227,505 | $1,227,505 | $2,097,764 | | •Dividend Equivalent Accruals | — | | — | — | — | $455,476 | | Benefits & Perquisites: | | | | | | | | — Health and Welfare Benefits | — | | — | — | $35,244 | $44,055 | | — 401(k) Company Contribution | — | | — | — | — | $61,250 | | — 401(k) Supplemental Company Contribution | — | | — | — | — | $243,060 | | — Executive Retirement Contribution | — | | — | $1,062,521 | $212,504 | $434,730 | | Severance: | | | | | | | | — Cash | — | | — | — | $2,400,000 | $6,750,001 | | TOTAL: | — | | — | $4,475,017 | $6,060,244 | $14,336,890 |

  92. Stock Ownership Requirement as Multiple of Base Salary

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | | — Annual Incentive Plan (AIP) Award | — | | — | — | — | — | | — Equity | | | | | | | | •Performance-Restricted Share Units | — | | — | $887,782 | $887,782 | $1,923,764 | | •Time-Lapse Restricted Share Units | — | | — | $988,263 | $988,263 | $1,462,900 | | •Dividend Equivalent Accruals | — | | — | — | — | $260,010 | | Benefits & Perquisites: | | | | | | | | — Health and Welfare Benefits | — | | — | — | $50,019 | $62,524 | | — 401(k) Company Contribution | — | | — | — | — | $61,250 | | — 401(k) Supplemental Company Contribution | — | | — | — | — | $180,952 | | — Executive Retirement Contribution | — | | — | $328,307 | $65,661 | $346,004 | | Severance: | | | | | | | | — Cash | — | | — | — | $1,614,600 | $4,036,500 | | TOTAL: | — | | — | $2,204,352 | $3,606,325 | $8,333,904 |

  93. Stock Ownership Requirement as Multiple of Base Salary

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | •Performance-Restricted Share Units | — | $630,241 | $630,241 | $630,241 | $704,923 | | •Time-Lapse Restricted Share Units | — | $820,083 | $820,083 | $820,083 | $820,083 | | •Dividend Equivalent Accruals | — | — | — | — | $116,798 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $33,614 | $42,018 | | — 401(k) Company Contribution | — | — | — | — | $68,620 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $89,893 | | — Executive Retirement Contribution | — | — | — | — | $226,449 | | Severance: | | | | | | | — Cash | — | — | — | $1,208,000 | $2,718,000 | | TOTAL: | — | $1,450,324 | $1,450,324 | $2,691,938 | $4,786,784 |

  94. Stock Ownership Requirement as Multiple of Base Salary

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | | — Annual Incentive Plan (AIP) Award | — | | — | — | — | — | | — Equity | | | | | | | | •Performance-Restricted Share Units | — | | — | $863,405 | $863,405 | $1,443,599 | | •Time-Lapse Restricted Share Units | — | | — | $1,400,245 | $1,400,245 | $1,790,597 | | •Dividend Equivalent Accruals | — | | — | — | — | $263,047 | | Benefits & Perquisites: | | | | | | | | — Health and Welfare Benefits | — | | — | — | $33,808 | $42,260 | | — 401(k) Company Contribution | — | | — | — | — | $55,268 | | — 401(k) Supplemental Company Contribution | — | | — | — | — | $128,743 | | — Executive Retirement Contribution | — | | — | $361,739 | $72,348 | $273,487 | | Severance: | | | | | | | | — Cash | — | | — | — | $1,287,600 | $2,897,100 | | TOTAL: | — | | — | $2,625,389 | $3,657,406 | $6,894,101 |

  95. Stock Ownership Requirement as Multiple of Base Salary

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | | — Annual Incentive Plan (AIP) Award | — | | — | — | — | — | | — Equity | | | | | | | | •Performance-Restricted Share Units | — | | — | $926,222 | $926,222 | $1,533,412 | | •Time-Lapse Restricted Share Units | — | | — | $1,412,207 | $1,412,207 | $1,976,850 | | •Dividend Equivalent Accruals | — | | — | — | — | $286,456 | | Benefits & Perquisites: | | | | | | | | — Health and Welfare Benefits | — | | — | — | $34,144 | $42,680 | | — 401(k) Company Contribution | — | | — | — | — | $69,577 | | — 401(k) Supplemental Company Contribution | — | | — | — | — | $154,933 | | — Executive Retirement Contribution | — | | — | $407,345 | $81,469 | $308,835 | | Severance: | | | | | | | | — Cash | — | | — | — | $1,480,000 | $3,330,000 | | TOTAL: | — | | — | $2,745,774 | $3,934,042 | $7,702,743 |

  96. Stock Ownership Requirement as Multiple of Base Salary

    | Year(1) | Summary Compensation Table Total for Current PEO(2) | Summary Compensation Table Total for Former PEO(2) | Compensation Actually Paid to Current PEO(3) | Compensation Actually Paid to Former PEO(3) | Average Summary Compensation Table Total for non‑PEO NEOs(2) | Average Compensation Actually Paid to non‑PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income (millions) (5) | Net Sales (millions) (6) | | | | | | | | | Total Share- holder Return | Peer Group Total Share- holder Return | | | | 2025 | $6,957,360 | $11,056,404 | $3,473,302 | $(6,914,795) | $3,004,812 | $691,094 | $77 | $107 | $602 | $10,253 | | 2024 | $— | $12,260,000 | $— | $17,409,744 | $4,087,288 | $5,205,606 | $107 | $114 | $567 | $9,636 | | 2023 | $— | $11,699,822 | $— | $11,089,637 | $3,771,274 | $3,573,919 | $102 | $127 | $858 | $9,357 | | 2022 | $— | $10,277,065 | $— | $13,004,241 | $3,965,231 | $4,788,630 | $106 | $121 | $757 | $8,562 | | 2021 | $— | $9,903,652 | $— | $3,614,369 | $3,373,833 | $2,075,080 | $91 | $107 | $1,002 | $8,476 |

  97. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  98. Compensation Actually Paid vs. TSR

    | | Former CEO CAP | | Current CEO CAP | | Other NEO Avg CAP | | | TSR CPB | | S&P 500 - Pkg Foods Group | | |

  99. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  100. Compensation Actually Paid vs. Net Income

    | | Former CEO CAP | | Current CEO CAP | | | Net Income | | Other NEO Avg CAP |

  101. Compensation Actually Paid vs. Net Sales

    Compensation Actually Paid vs. Net Sales

  102. Compensation Actually Paid vs. Net Sales

    | | Former CEO CAP | | Current CEO CAP | | | Net Sales | | Other NEO Avg CAP |

  103. Compensation Actually Paid vs. Net Sales

    | 78 | www.thecampbellscompany.com |

  104. Compensation Actually Paid vs. Net Sales

    ITEM 4 — SHAREHOLDER PROPOSAL - SIMPLE MAJORITY VOTE The Accountability Board, Inc., the owner of least $15,000 in market value of Company stock held continuously for at least two years as of April 8, 2025 and whose address is 401 Edgewater Place STE 600, Wakefield, MA 01880-6200, proposes the adoption of the resolution set forth below and has furnished the statement set forth below in support of its proposal. The Board of Directors accepts no responsibility for the proposal or the supporting statement. The proposal is required to be voted on at the 2025 Annual Meeting only if properly presented by the shareholder or its qualified representative. The Board of Directors opposes the proposal for the reasons stated after the proposal.