Business Context and Reporting Period
This Form 8-K Current Report was filed by Campbell Soup Company on June 22, 2006. The filing discloses the entry into a material definitive agreement regarding the adoption of a new director compensation program effective January 1, 2007.
Key Financial Metrics
The filing does not provide financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on governance and compensation structures.
Material Changes
The Board of Directors approved a new director compensation program for calendar year 2007, replacing the prior structure. Key changes include:
- Compensation Mix: Annual compensation will be delivered 50% in unrestricted Company stock and approximately 50% in cash.
- Target Median: The Governance Committee set the median annual director compensation target at approximately $164,000.
- Stock Valuation: Stock grants are based on the closing stock price on the last trading day of each calendar year.
- Election Options: Directors may elect to receive additional stock in lieu of cash payments or defer cash and stock grants.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of operational risks. The compensation program is designed to align with the median of a peer group of 23 companies in the food and consumer products industries.
Compensation Components (Calendar Year 2007)
| Component | Amount |
|---|---|
| Annual Board retainer (Company shares) | $82,000 |
| Annual Board retainer (Cash) | $65,600 |
| Annual cash retainer for Audit committee chair | $20,000 |
| Annual cash retainer for other committee chairs | $10,000 |
| Annual cash retainer for Audit committee members | $10,000 |
| Annual cash retainer for other committee members | $6,000 |
| Non-executive Chairman annual retainer | $450,000 |
Investor Verification Checklist
- Verify the impact of the 50% stock-based compensation on future share dilution.
- Confirm the specific peer group of 23 companies used to determine the median compensation target.
- Review the terms of the deferral elections available to directors.
- Check subsequent filings for the actual stock price used to value the 2007 grants.