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

 

 

 

LOGO

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: (856) 342-4800

 

 

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. ☐

 

 

 

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.

 

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

 

LOGO

Campbell to Transfer Stock Exchange Listing to Nasdaq

 

  •  

Company will join the Nasdaq Composite® index following its transfer

 

  •  

Stock ticker symbol to remain “CPB”

 

  •  

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

(856) 342-6081

   

(856) 219-6409

Rebecca_Gardy@campbells.com

   

James_Regan@campbells.com

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Aug. 01, 2024
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Entity File Number 1-3822
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