Form 8-K - Current report

CAMPBELL SOUP CO false 0000016732 0000016732 2024-08-01 2024-08-01

 

 

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):

August 1, 2024

 

 

 

CAMPBELL SOUP COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

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

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

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		New York Stock Exchange

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. ☐

 

 

 

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 1, 2024, Campbell Soup Company (the “Company”), acting pursuant to authorization from its Board of Directors, provided notice to the New York Stock Exchange (the “NYSE”) that it intends to voluntarily withdraw the listing of its capital stock, par value $0.0375 per share (the “Capital Stock”) from the NYSE and transfer the listing of its Capital Stock to The Nasdaq Stock Market LLC (“Nasdaq”). The Company expects that the listing and trading of its Capital Stock on the NYSE will end at market close on August 16, 2024, and that trading will begin on Nasdaq at market open on August 19, 2024. The Capital Stock has been authorized for listing on Nasdaq and will continue to trade under the stock symbol “CPB.”

Item 7.01. Regulation FD Disclosure.

On August 1, 2024, the Company issued a press release announcing the transfer of the listing of its Capital Stock to Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

 

99.1		Press Release, dated August 1, 2024.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

 

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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.

 

						CAMPBELL SOUP COMPANY
						(Registrant)
Date: August 1, 2024				By:		/s/ Charles A. Brawley, III
						Charles A. Brawley, III
						Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

 

Campbell to Transfer Stock Exchange Listing to Nasdaq

 

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Company will join the Nasdaq Composite® index following its transfer

 

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Stock ticker symbol to remain “CPB”

 

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Campbell to hold Investor Day on Sept. 10, 2024, at Nasdaq MarketSite

CAMDEN, N.J., Aug. 1, 2024—Campbell Soup Company (NYSE:CPB) today announced that it will transfer its stock exchange listing from the New York Stock Exchange (NYSE) to the Nasdaq Global Select Market (Nasdaq) on Aug.16, 2024 at the market close. The company will continue to trade under the “CPB” ticker symbol with trading on Nasdaq expected to begin on Aug.19, 2024. The transfer to Nasdaq will provide Campbell with Nasdaq index inclusion opportunities and certain cost savings.

Fiscal 2025 Investor Day

The company will hold its Investor Day at the Nasdaq MarketSite in New York City on Sept.10, 2024, beginning at 9:00 a.m. ET. At the event, members of Campbell’s executive leadership team will discuss the company’s long-term strategy and financial outlook.

Due to capacity limitations, in-person attendance is by invitation only. All other interested parties are invited to listen to and view the live webcast here.

A replay of the webcast will be available shortly after the event. A full copy of the presentation materials will also be available on the investor relations section of Campbell’s website.

About Campbell

For more than 150 years, Campbell (NYSE:CPB) has been connecting people through food they love. Generations of consumers have trusted us to provide delicious and affordable food and beverages. Headquartered in Camden, N.J. since 1869, the company generated fiscal 2023 net sales of $9.4 billion. Our portfolio includes iconic brands such as Campbell’s, Cape Cod, Goldfish, Kettle Brand, Lance, Late July, Milano, Michael Angelo’s, noosa, Pace, Pacific Foods, Pepperidge Farm, Prego, Rao’s, Snyder’s of Hanover, Swanson and V8. Campbell has a heritage of giving back and acting as a good steward of the environment. The company is a member of the Standard & Poor’s 500 as well as the FTSE4Good and Bloomberg Gender-Equality Indices. For more information, visit www.campbellsoupcompany.com.

 

INVESTOR CONTACT:		MEDIA CONTACT:
Rebecca Gardy		James Regan
[phone]		[phone]
[e-mail]		[e-mail]

Document and Entity Information	Aug. 01, 2024
Cover [Abstract]
Entity Registrant Name	CAMPBELL SOUP CO
Amendment Flag	false
Entity Central Index Key	0000016732
Document Type	8-K
Document Period End Date	Aug. 01, 2024
Entity Incorporation State Country Code	NJ
Entity File Number	1-3822
Entity Tax Identification Number	21-0419870
Entity Address, Address Line One	One Campbell Place
Entity Address, City or Town	Camden
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08103-1799
City Area Code	(856)
Local Phone Number	342-4800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Capital Stock, par value $.0375
Trading Symbol	CPB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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