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 revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on the structure and value of director compensation for the 2007 calendar year.
- Target Median Annual Compensation: Approximately $164,000.
- Compensation Structure: 50% in unrestricted Company stock and approximately 50% in cash.
- Non-Executive Chairman Retainer: $450,000 annually.
Material Changes Versus Prior Period
The Board approved a new director compensation program effective January 1, 2007, replacing the prior structure. The new program aligns compensation with the median of a peer group of 23 companies in the food and consumer products industries. Key changes include:
- Introduction of a 50/50 split between stock and cash for annual compensation.
- Option for directors to receive additional stock in lieu of cash payments.
- Option for directors to defer cash payments and/or annual stock grants.
Compensation Components (2007)
| Component | Amount |
|---|---|
| Annual Board retainer (Stock) | $82,000 |
| Annual Board retainer (Cash) | $65,600 |
| Audit Committee Chair Retainer | $20,000 |
| Other Committee Chair Retainer | $10,000 |
| Audit Committee Member Retainer | $10,000 |
| Other Committee Member Retainer | $6,000 |
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of operational risks. The Governance Committee determined the compensation targets based on peer group median data. The filing notes that directors may elect to defer payments, which could impact immediate cash flow requirements for the company depending on election rates, though specific deferral amounts are not quantified.
Investor Verification Checklist
- Verify the exact closing stock price on the last trading day of 2006 to calculate the share count for the $82,000 stock retainer.
- Confirm the number of directors eligible for the new program to estimate total annual compensation expense.
- Review prior year proxy statements to compare the new $164,000 median target against historical director pay.
- Check subsequent filings for the actual number of directors electing to defer cash or receive stock in lieu of cash.