Edgar Filing: CAMPBELL SOUP CO

DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Notice of the 2015 Annual Meeting

of Shareholders and Proxy Statement

LOGO

Campbell Soup Company

Wednesday, November 18, 2015 at 4:00 p.m. Eastern Time

Campbell Soup Company, 1 Campbell Place, Camden, New Jersey 08103

LOGO

Notice of Annual Meeting of Shareholders

Wednesday, November 18, 2015

4:00 p.m. Eastern Time

Campbell Soup Company
World Headquarters

One Campbell Place

Camden, NJ 08103

Items of Business

1.	To elect 12 director nominees to our Board of Directors.

2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2016.

3.	To conduct an advisory vote on our fiscal 2015 executive compensation.

4.	To approve the Campbell Soup Company 2015 Long-Term Incentive Plan.

5.	To transact any other business properly brought before the meeting.

Record Date

Shareholders of record as of the close of business on September 21, 2015, are entitled to vote at the Annual Meeting

Notice Regarding Internet Availability of Proxy Materials

We have again decided to provide access to our proxy materials, including our annual report, to many shareholders via the Internet instead of mailing paper copies of the materials. We believe this decision reduces both the amount of paper necessary to produce the materials and the costs associated with mailing the materials to all shareholders.

On October 9, 2015, we began delivering the proxy statement and the accompanying proxy card to those shareholders requesting paper copies, and mailing a Notice of Internet Availability of Proxy Materials (“e-proxy notice”) to the remaining shareholders. The proxy materials were also posted on the website referenced in the e-proxy notice (www.envisionreports.com/cpb) on this date.

If you do not own shares in your own name, you may access our Notice of Annual Meeting and Proxy Statement and our annual report, including the Form 10-K for the fiscal year ended August 2, 2015, at www.edocumentview.com/cpb.

Admission to the Annual Meeting

Shareholders as of September 21, 2015 may attend the 2015 Annual Meeting. Shareholders who wish to attend should pre-register to obtain an admission ticket. An admission ticket and government-issued photographic identification are required to enter the meeting. If you plan to attend, please see page 66 for additional information on pre-registration and admission to the 2015 Annual Meeting.

Proxy Voting

Your vote is important. In order to have as many shares as possible represented, kindly CAST YOUR VOTE BY INTERNET OR PHONE OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED (see instructions on your proxy card or e-proxy notice).

By Order of the Board of Directors,

LOGO

Kathleen M. Gibson

Vice President and Corporate Secretary

October 9, 2015

Table of Contents


	Page
Proxy Statement Summary		1
Voting Securities and Principal Shareholders		3
Ownership of Directors and Executive Officers		3
Principal Shareholders		4
Compliance with Section 16(a) of the Exchange Act		5
Item 1 — Election of Directors		6
Director Qualifications and Board Composition		6
Director Nominees		7
Corporate Governance		12
Corporate Governance Standards		12
Director Independence		12
Director Attendance		12
Board Leadership Structure		12
Board Committee Structure		13
Process for Nomination and Evaluation of Director Candidates		16
Majority Vote Standard in Uncontested Director Elections		17
Evaluations of Board Performance		17
Board Oversight of Enterprise Risk		17
Director Continuing Education		18
Compensation of Directors		19
Transactions with Related Persons		21
Item 2 — Ratification of Independent Registered Public Accounting Firm		22
Audit Committee Report		22
Audit Firm Fees and Services		23
Compensation Discussion and Analysis		24
Executive Summary		24
How Compensation Decisions are Made		26
Governance of Executive Compensation		28
Elements of Executive Compensation		29
Base Salary		30
Annual Incentive Compensation		30
Long-Term Incentive Compensation		34
Retirement Plans and Other Benefits		37
Tax Implications		39
CEO Compensation		39
Compensation Committee Report		39
Executive Compensation Tables		40
2015 Summary Compensation Table		40
2015 Grants of Plan-Based Awards		43
2015 Outstanding Equity Awards at Fiscal Year-End		44
2015 Option Exercises and Stock Vested		45
2015 Pension Benefits		46
2015 Nonqualified Deferred Compensation		49
Potential Payments Upon Termination or Change in Control		50
Item 3 — Advisory Vote on Executive Compensation		55
Item 4 — Approval of Campbell Soup Company 2015 Long-Term Incentive Plan		57
Securities Authorized for Issuance Under Equity Compensation Plans		64
Submission of Shareholder Proposals for 2016 Annual Meeting		64
Information About the Annual Meeting		64
Proxies and Voting at the Meeting		64
Shareholders Sharing the Same Address		65
Other Matters		65
Information About Attending the Meeting		66
Appendix A — Corporate Governance Standards		A-2
Appendix B — Non-GAAP Financial Measures		B-1
Appendix C — Campbell Soup Company 2015 Long-Term Incentive Plan		C-2

Shareholders may receive copies of our Annual Report on Form 10-K for the fiscal year ended August 2, 2015, Code of Business Conduct and Ethics, Corporate Governance Standards, and the charters of the four standing committees of the Board of Directors, without charge, by:

(1)

writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103;

(2)

calling 1-800-840-2865; or

(3)

e-mailing the Company’s Investor Relations Department at investorrelations@campbellsoup.com.

These documents are also available on our corporate website at www.campbellsoupcompany.com.

Shareholders may elect to receive future distributions of annual reports and proxy statements by electronic delivery and vote Campbell shares on-line. To take advantage of this service you will need an e-mail account and access to an Internet browser. To enroll, go to the Investor Center on www.campbellsoupcompany.com and click on “E-Delivery of Materials.”

Proxy Statement Summary

The Board of Directors (“Board”) of Campbell Soup Company (the “Company,” “we,” “us,” “our” or “Campbell”) is soliciting proxies in connection with the proposals to be voted on at the 2015 Annual Meeting of Shareholders. This summary highlights information contained in this proxy statement. This summary does not contain all of the information you should consider when voting your shares. Please read the entire proxy statement carefully before voting.

2015 Annual Meeting Information

Items of Business

Date: November 18, 2015

Time: 4:00 p.m. Eastern Time

Location: Campbell Soup Company

World Headquarters

One Campbell Place

Camden, NJ 08103

Record Date: September 21, 2015

Admission: To attend the meeting in person, you will need an admission ticket and government-issued photographic identification

Stock Symbol: CPB

Stock Exchange: NYSE

Corporate Website: www.campbellsoupcompany.com

Proposal

Board Recommendation

Page Number

1. Election of 12 directors

For

2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2016

For

3. “Say on Pay” advisory vote on fiscal 2015 executive compensation

For

4. Approve 2015 Long-Term Incentive Plan

For

Fiscal 2015 Company Performance Highlights

Notable accomplishments in fiscal 2015 included:

· Net sales of $8.082 billion

· Adjusted EBIT of $1.219 billion*

· Adjusted EPS of $2.46*

· One-year total shareholder return of 12.1%, three-year cumulative total shareholder return of 60%

· Redesign of enterprise into three divisions with clearly defined portfolio roles

· Implementation of ongoing cost reduction initiatives

· Acquisition of Garden Fresh Gourmet to bolster our packaged fresh portfolio

* See Appendix B for a discussion of the adjustments to EBIT and EPS and a reconciliation to the results reported in accordance with generally accepted accounting principles.

Fiscal 2015 Executive Compensation Highlights

We pay for performance:

· A significant portion of our named executive officers’ target compensation is performance-based

· All annual incentive compensation and a significant majority of long-term incentive compensation is tied to performance against pre-established, measurable performance goals

· Historical annual incentive payments and long-term incentive vesting show commitment to pay for performance

· Shareholders have endorsed our compensation philosophy, with annual say-on-pay approval averaging 97.5%

Our executive compensation program reflects a number of best practices:

· Compensation and Organization Committee comprised solely of independent directors

· Committee engages an independent consultant who does not provide services to management

· Policy against hedging and future pledging applicable to all directors and executive officers

· Robust stock ownership guidelines for executive officers

· Majority of compensation paid to NEOs is structured to be tax deductible by the Company

· “Double-trigger” change in control provisions and no change in control excise tax gross-ups in new agreements since 2011



Our Corporate Governance Policies Reflect Best Practices
· Corporate Governance Standards established in 1992 · Annual election of directors · Majority voting standard in uncontested elections · Independent Board Chairman · 91% of director nominees and all Board committee members are independent · Independent directors meet without management at every regularly scheduled Board meeting · Policy against hedging and future pledging applicable to all directors and executive officers		· No shareholder rights plan or “poison pill” · Rigorous stock ownership guidelines for directors · Shareholder ability to act by written consent and call special meetings · Board orientation and director education program · Annual Board, committee and director evaluations · Incumbent directors attended at least 94% of all Board and committee meetings

Director Nominees

Board Committee Composition

Name

Director
Since

Independent

Position

Audit

Comp.
& Org.

Finance
& Corp.
Dev.

Governance

Bennett Dorrance

1989

Managing Director, DMB Associates

ü (C)

Randall W. Larrimore

2002

Former President/CEO, United Stationers Inc.

ü (C)

Marc B. Lautenbach

2014

CEO,

Pitney Bowes Inc.

Mary Alice D. Malone

1990

President, Iron Spring Farm, Inc.

Sara Mathew
(Audit Committee
Financial Expert)

2005

Former CEO/Chairman, The Dun & Bradstreet Corporation

ü (C)

Denise M. Morrison

2010

President/CEO, Campbell Soup Company

Charles R. Perrin

1999

Former CEO, Avon Products, Inc.

ü (C)

A. Barry Rand

2005

Former CEO, AARP

Nick Shreiber

2009

Former President/CEO, Tetra Pak Group

Tracey T. Travis

2011

Chief Financial Officer, The Estee Lauder Companies Inc.

Archbold D. van Beuren

2009

Former Senior Vice President,
Campbell Soup Company

Les C. Vinney

2003

Former President/CEO, STERIS Corporation

ü (C)

Committee composition is as of the date of this proxy statement. Current committee assignments are indicated by a (ü), and committee chairs are indicated by (C). Please see pages 13 through 15 for more information.

Voting Securities and Principal Shareholders

At the close of business on September 21, 2015, the record date for the meeting, there were outstanding and entitled to vote 309,655,971 shares of Campbell stock, all of one class and each having one vote. The holders of a majority of the shares outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum for the meeting.

Ownership of Directors and Executive Officers

The following table shows, as of September 21, 2015, the beneficial ownership of Campbell’s stock by each director and named executive officer, and by all directors and executive officers as a group. The table also sets forth the number of phantom units of Campbell stock held in each individual’s deferred compensation account and the number of unvested, restricted share units that were previously granted to executives under our long-term incentive program and which will remain unvested as of November 20, 2015. Phantom units in deferred compensation accounts and unvested restricted share units granted under the long-term incentive program do not carry voting rights, but the individuals do have a pecuniary interest in these units.

As of September 21, 2015, the directors and executive officers as a group (24 persons) beneficially owned 37.7% of the outstanding shares of the Company’s common stock


	Number of Shares		Number of Shares Underlying Vested Options		Total Number of Shares Beneficially Owned(a)		Number of Phantom Units of Campbell Stock in Deferred Compensation Account		Number of Unvested RSUs as of November 20, 2015		Total
Paul R. Charron		22,135		0		22,135		66,819		0		88,954
Bennett Dorrance(b)		46,301,541		19,260		46,320,801		24,896		0		46,345,697
Lawrence C. Karlson		20,010		0		20,010		0		0		20,010
Randall W. Larrimore		22,101		0		22,101		0		0		22,101
Marc B. Lautenbach		1,433		0		1,433		2,737		0		4,170
Mary Alice D. Malone(c)		53,203,982		10,336		53,214,318		50,462		0		53,264,780
Sara Mathew		0		0		0		46,177		0		46,177
Denise M. Morrison		307,258		0		307,258		26,297		220,885		554,440
Charles R. Perrin		2,945		0		2,945		44,893		0		47,838
A. Barry Rand		0		0		0		30,973		0		30,973
Nick Shreiber		22,373		0		22,373		0		0		22,373
Tracey T. Travis		12,029		0		12,029		0		0		12,029
Archbold D. van Beuren(d)		15,128,681		0		15,128,681		24,138		0		15,152,819
Les C. Vinney		59,160		0		59,160		6,230		0		65,390
Mark R. Alexander		160,838		0		160,838		10,502		76,781		248,121
Anthony P. DiSilvestro		84,844		0		84,844		17,939		42,489		145,272
Jeffrey T. Dunn		7,055		0		7,055		0		92,561		99,616
Luca Mignini		22,048		0		22,048		0		78,117		100,165
All directors and executive officers as a group (24 persons)		115,509,970		29,596		115,539,566		483,600		773,907		116,797,073

(a)

The shares shown include shares of Campbell stock as to which directors and executive officers can acquire beneficial ownership because of stock options that are currently vested and restricted stock units that will vest on or before November 20, 2015. All persons listed own less than 1% of the Company’s outstanding shares of stock, except:


	% of Outstanding Shares
Bennett Dorrance		15.0	%
Mary Alice D. Malone		17.2	%
Archbold D. van Beuren		4.9	%

(b)

Bennett Dorrance is a grandson of John T. Dorrance (founder of Campbell Soup Company) and the brother of Mary Alice D. Malone. Share ownership does not include 1,105,142 shares held by trusts for his children or 82,028 shares held by DFE Two Percent, as to which shares he disclaims beneficial ownership. Share ownership includes 17,500,000 shares that are pledged to banks as collateral for loans. Over the last 12 months, Mr. Dorrance reduced the number of shares that are subject to pledge arrangements from 22,919,355 shares to 17,500,000 shares, a reduction of 5,919,355 shares, or 23.6%. Since October 2012, Mr. Dorrance has reduced the number of pledged shares by 16,069,355 shares, or approximately 48%. See also “Principal Shareholders” below.

(c)

Mary Alice D. Malone is a granddaughter of John T. Dorrance and the sister of Bennett Dorrance. Share ownership does not include 1,094,235 shares held by trusts for her children for which Ms. Malone is not a trustee and as to which shares she disclaims beneficial ownership. See also “Principal Shareholders” below.

(d)

Archbold D. van Beuren is a great-grandson of John T. Dorrance. Share ownership includes 14,230,340 shares held by the Voting Trust (defined in “Principal Shareholders” below) over which he, as a Voting Trustee, has shared voting power. Share ownership also includes 898,341 shares, over which he has sole voting and dispositive power. Share ownership does not include 180,000 shares held by a trust for his wife, as to which shares he disclaims beneficial ownership. See also “Principal Shareholders” below.

Principal Shareholders

The following table provides information concerning all owners of more than 5% of Campbell outstanding stock as of September 21, 2015.


Name/Address	Amount/Nature of Beneficial Ownership			Percent of Outstanding Stock
Bennett Dorrance DMB Associates 7600 E. Doubletree Ranch Road Scottsdale, AZ 85258		46,301,541	(1)		15.0	%

Mary Alice D. Malone Iron Spring Farm, Inc. 75 Old Stottsville Road Coatesville, PA 19320		53,203,982	(2)		17.2	%

Archbold D. van Beuren and David C. Patterson, Voting Trustees under the Major Stockholders’ Voting Trust dated as of June 2, 1990, as amended (“Voting Trust”), and Related Persons		20,994,132	(3)		6.8	%
c/o Brandywine Trust Company 7234 Lancaster Pike Hockessin, DE 19707 (4)

(1)	A director nominee. See note (b) on page 3.

(2)	A director nominee. See note (c) above.

(3)	Archbold D. van Beuren is a director nominee. See note (d) above.

Total disclosed above is as of September 21, 2015, and includes 14,230,340 shares (4.6% of the outstanding shares) held by the Voting Trust and 6,763,792 shares held outside the Voting Trust by Voting Trust participants or by persons related to them, for a total of 20,994,132 shares (6.8% of the outstanding shares).

Participants in the Voting Trust have certain rights to withdraw shares deposited with the Voting Trustees, including the right to withdraw these shares prior to any annual or special meeting of Campbell shareholders. Dispositive power as used above means the power to direct the sale of the shares; in some cases it does not include the power to direct how the proceeds of a sale can be used.

The Voting Trust was formed by certain descendants (and spouses, fiduciaries and a related foundation) of the late John T. Dorrance. The participants have indicated that they formed the Voting Trust as a vehicle for acting together as to matters which may arise affecting the Company’s business, in order to obtain their objective of maximizing the value of their shares. The Voting Trustees will act for participants in communications with the Board of Directors. Participants believe the Voting Trust may also facilitate communications between the Board and the participants.

(4)	Under the Voting Trust Agreement, all shares held by the Voting Trust will be voted by the Voting Trustees, whose decision must be approved by two of the three Voting Trustees. The Voting Trust continues until January 1, 2024, unless it is sooner terminated or extended.

Unless otherwise noted, the foregoing information relating to Principal Shareholders is based upon our stock records and data supplied to us by the holders as of September 21, 2015.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires that each Campbell director and executive officer and any person who owns more than ten percent of Campbell stock report to the U.S. Securities and Exchange Commission (“SEC”), by a specified date, his or her transactions in Campbell stock. Based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required to be filed, we believe that during the fiscal year ended August 2, 2015, all reports required by Section 16(a) of the Exchange Act were filed on a timely basis.

Item 1 — Election of Directors

The Campbell By-Laws give our Board the authority to determine the number of directors. Our Board is currently comprised of 14 directors. Following the retirements of Paul R. Charron and Lawrence C. Karlson on November 18, 2015, it is the Board’s intention to reduce its size to 12 directors. Directors are to be elected to hold office until the next Annual Meeting of Shareholders and until their resignation, retirement or successors are elected and have qualified. Directors are elected by a majority of the votes cast; abstentions will not be counted as votes cast on this proposal. See “Majority Vote Standard in Uncontested Director Elections” on page 17 of this proxy statement for additional information on the voting standard.

The Governance Committee is responsible for investigating, reviewing and evaluating the qualifications of candidates for membership on the Board and for assessing the contributions and performance of directors eligible for re-election. It is also responsible for recommending director nominees for approval by the Board and nomination for election at the Annual Meeting of Shareholders.

Director Qualifications and Board Composition

The Governance Committee strives to maintain an engaged, independent Board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The Governance Committee believes that directors should be people of the highest personal and professional ethics, integrity and values and should bring an inquisitive and objective perspective, practical wisdom and mature judgment to the Board. Directors should be reasonably sophisticated about the duties and responsibilities of directors of a public company, respected in the business community and knowledgeable about general economic trends and the standards and practices of good corporate governance. In furtherance of these objectives, the Governance Committee considers a wide range of factors when nominating candidates for election to the Board, including:

Leadership Experience. The Governance Committee is committed to ensuring we have an experienced, qualified Board with leadership expertise in areas relevant to Campbell, such as:

^¡

consumer products

^¡

health and well-being

^¡

marketing

^¡

finance and accounting

^¡

mergers and acquisitions

^¡

innovation

^¡

strategy

^¡

international expansion

^¡

corporate governance

Enhancing the Board’s cognitive diversity. Although the Board does not have a specific diversity policy, the Governance Committee takes into account a nominee’s ability to contribute to the cognitive diversity on the Board. It considers the race, ethnicity, gender, age, cultural background and professional experience of each nominee and of the Board as a whole.

Ensuring a balanced mix of tenures. The Governance Committee believes it is important to maintain a mix of experienced directors with a deep understanding of the Company and others who bring a fresh perspective. The Governance Committee recommended a new director in 2014, and it believes the current slate of director nominees contains an appropriate mix of directors with varying degrees of tenure. We expect our average director tenure to continue to evolve over the next several years as current directors approach retirement and new members are recruited.

Complying with the Board’s independence standards and policies on conflicts. The Governance Committee considers potential competitive restrictions, other positions the director has held or holds (including other board memberships) and director independence. It believes that any nominee for election to the Board should be willing and able to devote the proper time and attention to fulfill the responsibilities of a director and have no conflicts of interest arising from other relationships or obligations.

All candidates considered by the Governance Committee for recommendation to the Board as director nominees are evaluated in light of the factors and objectives described above. When vacancies occur, the Governance Committee also reviews the overall composition of the Board to determine whether the addition of a director with specific skills, qualities or experience would be desirable to enhance the effectiveness of the Board. It is of critical importance that the Governance Committee recruit directors who help achieve the goal of a well-rounded, cognitively diverse Board that functions collegially as a unit.

Director Nominees

Twelve of the current directors are standing for re-election. Paul R. Charron and Lawrence C. Karlson will retire from the Board on November 18, 2015, in accordance with the Board’s retirement age policy. Following their retirement, it is the intention of the Board to amend our By-laws to reduce its size to 12 directors.

All of the nominees are independent directors, except Ms. Morrison. If a nominee becomes unable or unwilling to serve, proxies will be voted for the election of such person as shall be designated by the Board of Directors to replace such nominee, or, in lieu thereof, the Board may reduce its size. The Board knows of no reason why any nominee shall be unable or unwilling to serve. Except as otherwise specified in the proxy, proxies will be voted for election of the nominees named on pages 8 through 11.

The Board has carefully considered whether the slate of director nominees, taken as whole, fulfills the objectives for Board composition noted above. The director nominees collectively have a mix of various skills and qualifications, some of which are listed in the table below. These collective attributes enable the Board to provide insightful leadership as it strives to advance its strategies and deliver returns to shareholders.


· accounting	· finance/capital allocation	· long-term investor perspective
· business leadership	· financial expertise/literacy	· marketing/brand management
· consumer packaged goods	· health and well-being	· operational management
· corporate governance	· international business	· sales

Biographical information on the specific experience, qualifications and skills of each of the director nominees is included below.

Your Board of Directors Recommends a Vote “For” ALL Nominees


Bennett Dorrance Director Since: 1989 Age: 69 Independent Director Committee Memberships: · Compensation and Organization · Governance (Co-Chair)		Bennett Dorrance is Managing Director and a co-founder of DMB Associates, a real estate development firm headquartered in Phoenix, Arizona, which specializes in large master planned communities. Mr. Dorrance has served on the board of Insight Enterprises, Inc. since 2004, and is also a director of several privately held corporations and partnerships. In addition to his expertise in real estate development and operational management, Mr. Dorrance is a long-standing director with extensive knowledge of Campbell’s history, organization and culture. As a major shareholder and a descendent of Campbell Soup Company’s founder, he brings the perspective of a long-term, highly committed shareholder to the deliberations and decisions of the Board.


Randall W. Larrimore Director Since: 2002 Age: 68 Independent Director Committee Memberships: · Compensation and Organization · Governance (Co-Chair)		Randall W. Larrimore has been a director of Olin Corporation since 1997, where he is currently Chair of the governance committee and a member of the audit committee and compensation committee. Mr. Larrimore brings to Campbell strong management expertise, business acumen, board experience and considerable knowledge of consumer marketing and the packaged goods industry. From 2003 to 2005, he was non-executive Chairman of Olin Corporation. From 1997 to 2002, he served as President and Chief Executive Officer and a director of United Stationers Inc., a wholesaler and distributor of office products. Prior to joining United Stationers, Mr. Larrimore was President and Chief Executive Officer of MasterBrand Industries, Inc., a subsidiary of Fortune Brands, Inc. He also served as Chairman and CEO of the Master Lock Company and Chairman of Moen Incorporated. He was President of Beatrice Home Specialties from 1983 until 1988 (prior to its acquisition by Fortune Brands), and held executive positions at PepsiCo, including the position of President of Pepsi-Cola Italy. Earlier in his career, Mr. Larrimore was a senior consultant with McKinsey & Company and worked in brand management with Richardson-Vicks, now a part of Procter & Gamble.


Marc B. Lautenbach Director Since: 2014 Age: 54 Independent Director Committee Memberships: · Compensation and Organization · Governance		Marc B. Lautenbach has served as President and Chief Executive Officer at Pitney Bowes Inc. and as a member of the Pitney Bowes Inc. board of directors since 2012. Mr. Lautenbach brings substantial operational, marketing, sales and product development experience to the Campbell Board. He has extensive experience working with a broad range of customers and clients, as well as significant international experience. Before joining Pitney Bowes, Mr. Lautenbach spent 27 years in senior leadership roles at IBM, most recently serving as Managing Partner, North America, IBM Global Business Services. During his tenure at IBM, he was General Manager of the Americas from 2005 to 2010. Prior to that, he served as General Manager of Global Small and Medium Business from 2000 to 2005, and Vice President of Small and Medium Business in Asia-Pacific from 1998 to 2000.


Mary Alice Dorrance Malone Director Since: 1990 Age: 65 Independent Director Committee Memberships: · Compensation and Organization · Finance and Corporate Development		Mary Alice Dorrance Malone is President of Iron Spring Farm, Inc., horse breeding and performance centers in Coatesville, Pennsylvania and Ocala, Florida, which she founded in 1976. Ms. Malone is an entrepreneur, and a private investor and officer of several private companies. She also serves on the boards of several non-profit organizations and actively participates in various philanthropic organizations. Ms. Malone has a keen interest in health and wellness matters and brings valuable insights to the Board in this area. She is a descendent of the founder of Campbell Soup Company, a major shareholder, and a long-standing member of the Board who possesses extensive knowledge of Campbell’s history, organization and culture, and the strategic perspective of a long-term, highly committed shareholder.


Sara Mathew Director Since: 2005 Age: 60 Independent Director Committee Memberships: · Audit (Chair) · Governance		Sara Mathew has been a director of Freddie Mac since 2013, of Avon Products, Inc. since 2014, and of Shire plc since September 2015. She is also a member of the Zurich International Advisory Council. Ms. Mathew previously served as a director of The Dun & Bradstreet Corporation from 2008 until October 2013. Ms. Mathew brings valuable insight and experience in global business and financial matters to the Campbell Board. She was Chairman of the Board and Chief Executive Officer of The Dun & Bradstreet Corporation from July 2010 until October 2013. Previously, she held a number of other leadership roles at Dun & Bradstreet, including President and Chief Executive Officer from January 2010 to July 2010; President and Chief Operating Officer from 2007 to 2009; President, U.S. from 2006 to 2007; President, International in 2006; and Chief Financial Officer from 2001 to 2007. In her preceding 18-year career at Procter & Gamble, she held a number of executive positions, including Vice President of Finance with responsibility for Australia, Asia and India, and Comptroller and Chief Financial Officer of the Global Baby Care business unit.


Denise M. Morrison Director Since: 2010 Age: 61		Denise M. Morrison has served as President and Chief Executive Officer of Campbell Soup Company since August 2011. Ms. Morrison has served on the board of MetLife, Inc. since February 2014, and previously served on the board of the Good Year Tire and Rubber Company from 2005 until 2011. Ms. Morrison has 40 years of experience in the consumer packaged goods industry. She joined Campbell in April 2003 as Senior Vice President and President-Global Sales/Chief Customer Officer, and was appointed President of Campbell USA in 2005. She served as Senior Vice President and President of North America Soup, Sauces and Beverages from October 2007 until September 2010, and as Executive Vice President and Chief Operating Officer from October 2010 until assuming the role of President and CEO. From 1995 to 2003, she was employed by Kraft Foods and Nabisco, serving most recently as Executive Vice President and General Manager of Kraft Foods’ Snacks and Confections divisions. Ms. Morrison began her career at Procter & Gamble in 1975, and later worked at PepsiCo in trade and business development, and at Nestle USA, where she held senior marketing and sales positions.


Charles R. Perrin Director Since: 1999 Age: 70 Independent Director Committee Memberships: · Audit · Finance and Corporate Development (Chair)		Charles R. Perrin has served on the board of Abercrombie & Fitch Co. since 2014, where he is currently a member of the audit and finance committee and the compensation and organization committee. He was also the non-executive Chairman of Warnaco Group, Inc., from 2004 until 2013. Mr. Perrin brings to the Board substantial experience in and perspective on consumer marketing, business operations and the packaged goods industry. In January 1998 he joined Avon Products, Inc. as Vice Chairman and Chief Operating Officer, and served as Chief Executive Officer of that company from June 1998 to November 1999. From 1994 to 1996, he was Chairman and Chief Executive Officer of Duracell International Inc. He joined Duracell in 1985 as President of Duracell USA, and later held a number of other executive positions, including President and Chief Operating Officer of Duracell International, Inc. from 1992 to 1994. He previously worked at Cheesebrough-Ponds, Inc., where he held a series of sales, marketing and general management positions and served as President of the Packaged Food Division. Mr. Perrin began his business career at General Foods Corporation.


A. Barry Rand Director Since: 2005 Age: 70 Independent Director Committee Memberships: · Audit · Governance		A. Barry Rand served as Chief Executive Officer of AARP, the nation’s largest non-profit and advocacy organization from 2009 until 2014. He has been a director of Agilent Technologies, Inc. since 2000 and is also a member and past Chairman of the Board of Trustees of Howard University. Mr. Rand brings a strong mix of organizational and operational management skills and significant leadership experience to the Campbell Board. From 2003 to 2005, he was the Chairman of Aspect Communications, a leading provider of enterprise customer contact center solutions. During the same period, he also served as Chairman and Chief Executive Officer of Equitant, which manages the order-to-cash process for Fortune 500 companies. Mr. Rand was Chairman and Chief Executive Officer of Avis Group Holdings, Inc. from 1999 to 2001. He completed his previous 30-year executive career with Xerox Corporation in 1998, ending as Executive Vice President of Worldwide Operations.


Nick Shreiber Director Since: 2009 Age: 66 Independent Director Committee Memberships: · Governance · Compensation and Organization		Nick Shreiber brings strong international and operational experience to the Campbell Board, with more than 30 years of senior leadership experience in both line management and management consulting. In 2005 he completed an 18-year career at the Tetra Pak Group, a world leader in packaging and processing solutions for food, during the last five of which he served as President and Chief Executive Officer. He previously was a partner with McKinsey & Co., where he spent eight years with engagement responsibility for major clients in Europe and Latin America in diverse industrial and service sectors. Mr. Shreiber served on the board of Radiant Systems, Inc. in 2011, and currently serves on the board of North Highland, an international management consulting company. In addition to his board work, Mr. Shreiber mentors senior corporate executives on issues relating to leadership, organization and strategy.


Tracey T. Travis Director Since: 2011 Age: 53 Independent Director Committee Memberships: · Audit · Finance and Corporate Development		Tracey T. Travis is Executive Vice President and Chief Financial Officer for The Estée Lauder Companies Inc., a role to which she was appointed in August 2012. Ms. Travis was a director of Jo-Ann Stores, Inc. from 2003 until 2011. Ms. Travis possesses valuable business experience and particular strengths in the areas of financial management and reporting, brand building and operational management. Before assuming her current role at Estée Lauder, she served as Senior Vice President of Finance and Chief Financial Officer at Ralph Lauren Corporation from 2005 until July 2012, and as Senior Vice President of Finance for Limited Brands, Inc. from 2002 to 2004. From 2001 to 2002, she was Chief Financial Officer of Intimate Brands, Inc., a division of Limited Brands. Ms. Travis served as Chief Financial Officer of the Beverage Can Americas Group of American National Can from 1999 to 2001, and held various management positions at PepsiCo and Pepsi Bottling Group from 1989 to 1999. She began her career as an engineer with General Motors Corporation in 1983 and went on to work in various financial roles.


Archbold D. van Beuren Director Since: 2009 Age: 58 Independent Director Committee Memberships: · Audit · Finance and Corporate Development		Archbold D. van Beuren brings to the Board wide-ranging skills in operational management and extensive knowledge of Campbell, its customers, its products and the food industry. He began his 26-year career with Campbell in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier; President of a division responsible for the North America Foodservice business and the Company’s Canadian, Mexican and Latin American businesses; and Senior Vice President and President — Global Sales and Chief Customer Officer from 2007 until his retirement from Campbell as of October 1, 2009. Mr. van Beuren began his career as an analyst with Belden & Associates Investments in 1979 and in 1980 moved to Triton Press, where he was Manager of Sales and Marketing. Mr. van Beuren serves on the board of Bissell Company, Inc. He is a descendant of the founder of Campbell Soup Company.


Les C. Vinney Director Since: 2003 Age: 66 Independent Director Committee Memberships: · Compensation and Organization (Chair) · Finance and Corporate Development		Les C. Vinney retired as President and CEO of STERIS Corporation in 2007. He has been a director of Patterson Companies, Inc. since 2008 and served on the Board of the Federal Reserve Bank of Cleveland from 2005 through 2010. Mr. Vinney brings extensive experience and perspective in the areas of accounting, finance and business operations to the Campbell Board. After joining STERIS Corporation in 1999 as Senior Vice President and Chief Financial Officer, he was elected President and Chief Executive Officer of that company from 2000 to 2007. From 2007 to 2009, Mr. Vinney served as a Senior Advisor to STERIS. Prior to joining STERIS, Mr. Vinney worked at Goodrich Corporation, which he joined in 1991 as Vice President of Finance — Specialty Chemicals and where he held successive executive positions until his election as Senior Vice President and Chief Financial Officer in 1998. Prior to joining Goodrich, Mr. Vinney held a number of senior operating and financial management positions with Engelhard Corporation. He began his career at Exxon Corporation in 1972 in financial management.

Corporate Governance

The Board of Directors is responsible for overseeing our business, and the competence and integrity of our management, to serve the long-term interests of the shareholders. The Board believes that sound corporate governance is essential to diligent and effective fulfillment of its oversight responsibilities.

Corporate Governance Standards

Campbell first published our Corporate Governance Standards in the 1992 proxy statement. The current Corporate Governance Standards appear in Appendix A. Also included in Appendix A are procedures by which interested persons can communicate concerns to the Board of Directors and the Audit Committee.

Director Independence

A statement of standards that the Board has adopted to assist it in evaluating the independence of Campbell directors is set forth in Appendix A, and also appears in the corporate governance section of our corporate website at www.campbellsoupcompany.com. The Standards for the Determination of Director Independence (the “Standards”) describe various types of relationships that could potentially exist between a director and Campbell, and define the thresholds at which such relationships would be deemed material. The Board will deem a director to be independent if (i) no relationship exists that would disqualify the director under the guidelines in paragraphs 1 and 2 of the Standards, and (ii) the Board has determined, based on all relevant facts and circumstances, that any other relationship between the director and Campbell, not covered by paragraphs 1 and 2 of the Standards, is not material. In any case in which the Board makes the latter determination, the relationship will be disclosed in the proxy statement, along with the basis for the Board’s conclusion that it is not material.

The Board has determined that no relationship exists between Campbell and any nominee for director listed in this proxy statement, except Ms. Morrison, which would influence or impair the nominee’s independence as a director. Each of the following directors and director nominees is independent under the rules of the New York Stock Exchange and the Standards set forth in Appendix A:


Paul R. Charron		Charles R. Perrin
Bennett Dorrance		A. Barry Rand
Lawrence C. Karlson		Nick Shreiber
Randall W. Larrimore		Tracey T. Travis
Marc B. Lautenbach		Archbold D. van Beuren
Mary Alice D. Malone		Les C. Vinney
Sara Mathew

Director Attendance

Directors meet their responsibilities by preparing for and attending Board and committee meetings, and through communication with the Chairman, the Chief Executive Officer and other members of management on matters affecting the Company. During fiscal 2015, the Board of Directors held six regular meetings and one special meeting. All directors attended at least 94% of scheduled Board meetings and meetings held by committees of which they were members.

All directors who are standing for re-election are expected to attend the Annual Meeting of Shareholders. Twelve of the fourteen directors who were standing for re-election attended the 2014 Annual Meeting of Shareholders.

Board Leadership Structure

We have a long-standing tradition of separating the roles of Chairman of the Board and Chief Executive Officer. The Board continues to believe that this is the most appropriate leadership structure for us. The principal responsibility of the Chief Executive Officer is to manage the business. The principal responsibilities of the Chairman of the Board are to manage the operations of the Board of Directors and its committees and provide counsel to the Chief Executive Officer on behalf of the Board. Mr. Charron, who has served as Chairman of the Board since August 2009, will be retiring from the Board as of November 18, 2015. In September, 2015, the Board appointed Les C. Vinney to serve as Chairman, effective November 1, 2015.

Board Committee Structure

In accordance with the By-Laws, the Board has established four standing committees as of the record date: the Audit Committee, the Compensation and Organization Committee, the Finance and Corporate Development Committee and the Governance Committee. Each of the standing committees has a charter that is reviewed annually by that committee. Proposed changes to the charter of any standing committee are reviewed by the Governance Committee and approved by the Board. The committee charters are available in the corporate governance section of the Company’s website at www.campbellsoupcompany.com. Actions taken by any of the standing committees are reported to the Board. Generally, all members of the Board receive copies of the minutes of all committee meetings and copies of the materials distributed in advance of the meetings for all of the committees.

Information regarding membership in the standing committees as of the date of this proxy, the number of meetings held by each committee in fiscal 2015, the principal responsibilities of the standing committees, and other relevant information is described in the tables that follow.


Audit Committee

11 meetings in fiscal 2015 Committee Members: Sara Mathew (Chair) Lawrence C. Karlson Charles R. Perrin A. Barry Rand Tracey T. Travis Archbold D. van Beuren				Primary Responsibilities • Evaluates the performance of and selects the independent registered public accounting firm; • Reviews the scope and results of the audit plans of the independent registered public accounting firm and the internal auditors; • Oversees the adequacy and effectiveness of internal controls and disclosure controls and procedures; • Reviews the performance and resources of the internal audit function, which reports directly to the Audit Committee; • Confers independently with the internal auditors and the independent registered public accounting firm; • Reviews the financial reporting and accounting principles and standards and the audited financial statements to be included in the annual report; • Reviews the quarterly financial results and related disclosures; • Approves all permissible non-audit services to be performed by the independent registered public accounting firm and all relationships that the independent registered public accounting firm has with Campbell; • Determines the appropriateness of fees for audit and non-audit services performed by the independent registered public accounting firm; and • Reviews the compliance and ethics program and Code of Business Conduct and Ethics. Financial Expertise, Financial Literacy and Independence The Board has determined that Sara Mathew is an audit committee financial expert, as defined by the SEC rules, and that all members of the Audit Committee are financially literate within the meaning of the New York Stock Exchange Corporate Governance Standards. The Board has also determined that all members of the Audit Committee are independent directors pursuant to the requirements of the SEC, the New York Stock Exchange Corporate Governance Standards, and the Standards in Appendix A. Report The Audit Committee report begins on page 22 of this proxy statement.


Compensation and
Organization
Committee				Primary Responsibilities
				• Conducts an annual performance evaluation of the Chief Executive Officer by all independent directors;
5 meetings
in fiscal 2015 Committee Members: Les C. Vinney (Chair) Bennett Dorrance Randall W. Larrimore Marc B. Lautenbach Mary Alice D. Malone Nick Shreiber				• Determines and approves the salary and incentive compensation, including bonus and performance restricted stock, for the Chief Executive Officer, with input from the other independent directors; • Reviews and approves the salaries and incentive compensation for senior executives; • Reviews and approves the short-term and long-term incentive compensation programs, including the performance goals; • Reviews the executive salary structure and the apportionment of compensation among salary and short-term and long-term incentive compensation; • Reviews and approves the total incentive compensation to be allocated annually to employees; • Reviews and recommends to the Board significant changes in the design of employee benefit plans; • Reviews major organizational changes; • Reviews executive organization and principal programs for executive development, and annually reports to the Board on management development and succession planning; • Recommends and monitors compliance with the executive stock ownership guidelines; and • Conducts an assessment of the independence of any outside advisor it chooses to retain. Independence The Board has determined that all members of the Compensation and Organization Committee are independent directors pursuant to the New York Stock Exchange Corporate Governance Standards and the Standards in Appendix A. Each member of the Compensation and Organization Committee also qualifies as a “Non-Employee Director” as defined in Rule 16b-3 of the Exchange Act, and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. Compensation and Organization Committee Interlocks and Insider Participation There are no Compensation and Organization Committee interlocks. No member of the Committee has ever been an officer or employee of Campbell, and none of the members has any relationship required to be disclosed under this caption under the rules of the SEC. Report The Compensation and Organization Committee report is on page 39 of this proxy statement.


Finance and
Corporate
Development				Primary Responsibilities
Committee				• Reviews and recommends to the Board all issuances, sales or repurchases of equity and long-term debt;

4 meetings in fiscal 2015 Committee Members: Charles R. Perrin (Chair) Lawrence C. Karlson Mary Alice D. Malone Tracey T. Travis Archbold D. van Beuren Les C. Vinney				• Reviews and recommends changes to our capital structure; • Reviews and recommends the financing plan, dividend policy, capital budget and capital expenditure program; • Reviews and recommends acquisitions, divestitures, joint ventures, partnerships or combinations of business interests; • Reviews financial risks and the principal policies, procedures and controls with respect to investment and derivatives, foreign exchanges and hedging transactions; • Recommends proposed appointments to the Administrative Committee of the 401(k) savings plan and pension plans; and • Oversees the administration and the investment policies and practices of the 401(k) saving plan and pension plans. Independence The Board has determined that all members of the Finance and Corporate Development Committee are independent directors under the New York Stock Exchange Corporate Governance Standards and the Standards in Appendix A.

Governance Committee
				Primary Responsibilities
5 meetings in fiscal 2015 Committee Members: Bennett Dorrance (Co-Chair) Randall W. Larrimore (Co-Chair Marc B. Lautenbach Sara Mathew A. Barry Rand Nick Shreiber				Review and make recommendations to the Board regarding: • The organization and structure of the Board; • Qualifications for director candidates; • Candidates for election to the Board; • Evaluation of the Chairman’s performance; • Candidates for the position of Chairman of the Board; • Chairpersons and members for appointment to the Board Committees; • Amount and design of compensation for non-employee directors, including stock ownership guidelines; and • The role and effectiveness of the Board, the respective Board Committees and individual directors in our corporate governance process The Governance Committee also reviews any transaction with a related person in accordance with the Board’s policy concerning such transactions, as further described on page 21. Independence The Board has determined that all members of the Governance Committee are independent directors under the New York Stock Exchange Corporate Governance Standards and the Standards in Appendix A.

Process for Nomination and Evaluation of Director Candidates

Recommendation of New Nominees. When vacancies on the Board arise due to the retirement or resignation of directors, the Governance Committee may consult with other directors and/or with senior management to obtain recommendations of potential candidates to fill these positions, and may also retain a search firm to assist it in identifying and evaluating candidates. The Governance Committee also considers candidates for election to the Board who are recommended to the Committee by shareholders.

It is of critical importance that the Governance Committee recruit directors who help achieve the goal of a well-rounded, cognitively diverse Board that functions collegially as a unit. Please see pages 6 and 7 for a more detailed description of the Governance Committee’s perspective on board composition.

All candidates considered by the Governance Committee for recommendation to the Board as director nominees are evaluated in light of the factors and objectives described on page 6. When vacancies occur, the Governance Committee also reviews the overall composition of the Board to determine whether the addition of a director with specific skills, qualities or experience would be desirable to enhance the effectiveness of the Board. If an outside search firm is retained to assist in identifying and evaluating candidates, the Governance Committee will consider the assessment of the search firm and the background information it provides on any person recommended for consideration. The Chairman of the Board, the Co-Chairs of the Governance Committee and the Chief Executive Officer customarily interview leading candidates. Other directors may also interview these candidates. Candidates recommended by shareholders will be evaluated using the same process that is employed to evaluate any other candidate.

2015 Nominees. All director nominees listed in this proxy statement were also nominated by the Board and elected by the shareholders in November 2014.

Re-Nomination of Incumbent Directors. Our Corporate Governance Standards require the Governance Committee to assess the performance of each director eligible for re-election at the Annual Meeting. The Governance Committee’s annual agenda contemplates that these assessments will occur in advance of the Governance Committee’s recommendation of a slate of director nominees for approval by the Board. In the individual director assessment conducted by the Governance Committee in fiscal 2015, each director serving at the time of such assessment who would be standing for re-election was evaluated in light of the criteria in the Corporate Governance Standards with respect to the qualification of directors and the composition of the Board. In addition, the Co-Chairs of the Governance Committee solicited an assessment of each director from the Chairman of the Board.

Shareholder Recommendations. Shareholders who wish to recommend candidates for nomination for election to the Board may do so by writing to the Corporate Secretary of Campbell Soup Company at 1 Campbell Place, Camden, New Jersey 08103. The recommendation must include the following information:

The candidate’s name and business address;

A resume or curriculum vitae, which describes the candidate’s background and demonstrates that he or she meets the qualifications set forth on page 6;

A letter from the candidate stating that he or she is willing to serve on the Board if elected, and identifying any legal or regulatory proceedings in which he or she has been involved during the last ten years; and

A statement from the shareholder recommending the candidate, indicating that he or she is the registered owner of Campbell shares, or a written statement from the “record holder” of Campbell shares indicating that the shareholder is the beneficial owner of such shares.

Majority Vote Standard in Uncontested Director Elections

In September 2015, at the recommendation of the Governance Committee, the Board amended our By-laws and Corporate Governance Standards to implement a majority vote standard in uncontested director elections. Under our By-Laws, each director shall be elected by an affirmative majority of the votes cast, except that in contested elections (those where the number of nominees exceeds the number of directors to be elected), a plurality vote standard shall apply. Shareholders may vote “for” or “against” each nominee, or they may “abstain” from voting on a nominee; however, abstentions will have no effect in determining whether the required majority vote has been obtained.

In the event an incumbent director fails to receive an affirmative majority of the votes cast in an uncontested election, the Corporate Governance Standards provide that the director shall tender his or her resignation. The Governance Committee and the Board would then consider and take appropriate action on such offer of resignation in accordance with the Corporate Governance Standards. The resignation policy set forth in the Corporate Governance Standards does not apply to contested elections.

Evaluations of Board Performance

Since 1995, the Board’s Governance Committee has led annual evaluations of Board performance. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures.

In accordance with the requirements of the New York Stock Exchange Corporate Governance Standards, in fiscal 2015, the Board completed an evaluation process focusing on the effectiveness of the performance of the Board as a whole, and each standing committee conducted a separate evaluation of its own performance and of the adequacy of its charter. The Governance Committee designed and coordinated the Board evaluation and reported on its results. Each committee also reported to the Board on the results of its annual self-evaluation.

In the Board evaluation process, each non-employee director completed an evaluation form that solicited directors’ assessments relating to the qualifications and responsibilities of directors, the effectiveness of Board and committee operations, and the oversight of management. Following review and discussion led by the Governance Committee, its Co-Chairs provided recommendations to enhance Board effectiveness based upon the responses received in this process.

In the committee evaluation process, the members of each standing committee completed an evaluation form that elicited assessments regarding the appropriateness of the committee’s charter and the adequacy of the written materials distributed in advance of meetings, the time available for discussion of important policy matters, and the manner in which specific committee responsibilities were discharged. Following discussion within each committee, the chair of the committee reported to the Board regarding its overall findings and recommendations to improve committee operations.

Board Oversight of Enterprise Risk

In accordance with New York Stock Exchange Corporate Governance Listing Standards, the Audit Committee charter assigns to that committee the responsibility to review our policies and practices with respect to risk assessment and risk management, including major financial risk exposures, and the steps management has taken to monitor and control such exposures. As noted in the commentary to the Listing Standards, enterprise risk management is fundamentally a responsibility of management, but the Audit Committee is charged with reviewing the policies and practices that govern this process.

In 2006, the Audit Committee recommended, and the Board approved, a framework pursuant to which the Board as a whole and each of the standing committees have been assigned specific accountabilities for review of our management of certain categories of enterprise risk. The responsibilities reflected in the framework are included in the annual schedules of recurring agenda items for the Board and the respective committees. In addition, a review of the principal enterprise risks whose oversight is assigned to the Board as a whole is incorporated in the Board’s annual agenda.

Director Continuing Education

Since fiscal 2005, we have maintained a formal program of continuing education for directors. In September 2010, the Governance Committee revised the program and established the expectation that each Director will complete a total of 16 hours of director continuing education over the course of two years through a combination of Company-sponsored courses or events, in-person or online director education programs sponsored by outside parties, online training courses offered as part of our compliance training program for employees, and certain other educational experiences as may be approved by the Governance Committee from time to time. In fiscal 2015, directors participated in Company-sponsored sessions on business-related topics, and also participated in courses provided by outside parties covering various governance matters and topics of interest to audit and compensation committee members.

This Corporate Governance section, which began on page 12 was reviewed and discussed by the Governance Committee, and the Governance Committee recommended to the Board that it be included in this proxy statement.

Governance Committee

Bennett Dorrance, Co-Chair

Randall W. Larrimore, Co-Chair

Marc B. Lautenbach

Sara Mathew

A. Barry Rand

Nick Shreiber

Compensation of Directors

Compensation for non-employee directors is based on principles recommended by the Governance Committee and adopted by the Board. The Governance Committee annually reviews these principles and determines the amount and design of all compensation provided to non-employee directors. The table below sets forth the components of the non-employee directors’ compensation in fiscal 2015:


Annual Cash Retainer:		$115,500

Annual Stock Retainer:		$115,500

Committee Chair Retainers:		$25,000 for Audit Committee $20,000 for Compensation and Organization Committee $15,000 for Finance and Corporate Development Committee $15,000 for Governance Committee

Audit Committee Member Retainer:		$7,500

Chairman’s Retainer:		$450,000

The additional retainers for Committee chairs, Audit Committee members and the Chairman of the Board are delivered 50% in cash and 50% in unrestricted shares of Campbell stock. Directors may elect to receive unrestricted shares of Campbell stock in lieu of cash payments. Under the Campbell Soup Company 2015 Long-Term Incentive Plan, which is being submitted to shareholders for approval at the 2015 Annual Meeting, the maximum aggregate dollar value of equity awards that can be made to any individual non-employee director in a calendar year is $500,000.

Stock Ownership Requirements

Under our Corporate Governance Standards, each director is expected, within five years of joining the Board, to own Campbell stock or hold deferred stock units that have a value equal to five times the annual cash retainer. As of the date of this proxy statement, each of our non-employee directors has met or is on track to meet this guideline.

Policy on Pledging

In September 2013, the Board of Directors, upon the recommendation of the Governance Committee, adopted a policy that prohibits any director or executive officer from pledging any shares of Campbell common stock that he or she owns or controls, directly or indirectly, as security under any obligation. The policy was adopted on a prospective basis and does not apply to pledge arrangements in existence as of September 25, 2013. Directors who had pledged shares as of September 25, 2013 are expected to reduce the number of shares pledged in a reasonable manner over time. See the footnotes following the Ownership of Directors and Executive Officers table on pages 3 and 4 for additional information regarding shares subject to pledge obligations and reductions in the number of shares pledged.

Deferred Compensation Plans for Non-Employee Directors

Under our Deferred Compensation Plan and the Supplemental Retirement Plan, a non-employee director may elect to defer payment of all or a portion of his or her fees until termination of his or her directorship. Directors participate in the same plans as executives. See page 50 for a description of the material terms of the Deferred Compensation Plan and the Supplemental Retirement Plan.

Additional Arrangements

We pay for or provide (or reimburse directors for out-of-pocket costs incurred for) transportation, hotel, food and other incidental expenses related to attending Board and committee meetings or participating in director education programs and other director orientation or education meetings.

2015 Director Compensation


Name	Fees Earned or Paid in Cash ($)		Stock Awards (1) ($)			Total ($)
Paul R. Charron	$	340,500	$	340,500	(2)	$	681,000
Bennett Dorrance	$	123,000	$	123,000		$	246,000
Lawrence C. Karlson	$	119,250	$	119,250		$	238,500
Randall W. Larrimore	$	123,000	$	123,000		$	246,000
Marc B. Lautenbach	$	115,500	$	115,500	(2)	$	231,000
Mary Alice D. Malone	$	115,500	$	115,500		$	231,000
Sara Mathew	$	128,000	$	128,000	(2)	$	256,000
Charles R. Perrin	$	126,750	$	126,750		$	253,500
A. Barry Rand	$	119,250	$	119,250	(2)	$	238,500
Nick Shreiber	$	115,500	$	115,500		$	231,000
Tracey T. Travis	$	119,250	$	119,250		$	238,500
Archbold D. van Beuren	$	119,250	$	119,250		$	238,500
Les C. Vinney	$	125,500	$	125,500		$	251,000

(1)

Amounts reported represent the aggregate grant date fair value of shares issued to each director during fiscal 2015, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are included in Note 17 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended August 2, 2015 (“2015 Form 10-K”). Directors who served on the Board on January 1, 2015, were issued shares representing the dollar value of 50% of their board retainer and committee fees based on the closing price on January 6, 2015 of our common stock on the New York Stock Exchange ($43.04).

(2)	In 2015, Ms. Mathew and Messrs. Charron, Lautenbach and Rand elected to defer the value of their stock awards. This amount was credited to each individual’s deferred compensation account and invested in the Campbell Stock Fund, which is indexed to Campbell common stock.

The aggregate perquisites to any individual director did not exceed the SEC reporting threshold amount of $10,000.

As of August 2, 2015, only the non-employee directors identified in the table below held outstanding stock options. We have not issued stock options to directors since 2006. Directors are fully vested in stock awards at the time of grant. Please see “Ownership of Directors and Executive Officers” on page 3 for more information on the beneficial ownership of our non-employee directors.


Name	Options(#)
Bennett Dorrance		19,260
Mary Alice D. Malone		10,336
Sara Mathew		10,336

Transactions with Related Persons

Under our written Policy Concerning Transactions with Related Persons (the “Related Persons Policy”), the Governance Committee is required to review and, in appropriate circumstances, approve or ratify any transaction in which Campbell was or is to be a participant, the amount involved exceeded or is expected to exceed $120,000 and any related person had or will have a direct or indirect interest, as well as any material amendment to or modification of such a transaction.

Management has established procedures for identifying and monitoring transactions that may be subject to Governance Committee review under the Related Persons Policy or disclosure under SEC rules. Under our conflicts of interest policy, directors and executive officers have a duty to report transactions in which they or their immediate family members have a direct or indirect interest and which might be deemed to constitute related person transactions. Directors and executive officers also annually complete a proxy questionnaire in which they are asked to identify all for-profit and not-for-profit entities with which they are associated. Based on the disclosures in the proxy questionnaires, management ascertains whether we have engaged or is expected to engage in any transactions involving these entities, directly or indirectly, of which the relevant director or executive officer may be unaware.

The Related Persons Policy specifies that the Governance Committee shall review the material terms of such a transaction, including the approximate dollar amount, and the material facts as to the related person’s direct or indirect interest in, or relationship to, the transaction. In determining whether to approve or ratify a transaction, the Governance Committee is directed to consider, among other factors it may deem appropriate, whether the transaction was or will be on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances. No director may participate in the discussion or approval of a transaction in which he or she, or a member of his or her immediate family, has a direct or indirect interest.

The Co-Chairs of the Governance Committee (or, if a transaction involves one of the Committee Co-Chairs, the Chairman of the Board) may approve or ratify a related person transaction in which the aggregate amount involved is less than $1 million. Any transaction approved by the Co-Chairs or the Chairman is to be reported to the Governance Committee at its next regularly scheduled meeting.

The following types of transactions are deemed by the Related Persons Policy to have been approved in advance by the Governance Committee, even if the aggregate amount involved exceeded or will exceed $120,000:

Compensation paid by Campbell to a director or executive officer for services as a Campbell director or executive officer;

Transactions with other entities in which a related person has a direct or indirect interest solely as a result of being a director of the other entity or of owning, with all other related persons, a less than 10% equity or limited partnership interest in the entity, and the aggregate amount of the transaction does not exceed the greater of $1 million or 2% of that entity’s total annual revenues;

Contributions by Campbell to charitable organizations with which a related person’s relationship is solely that of an employee (other than an executive officer), director or trustee, and the aggregate amount of the contribution does not exceed the lesser of $25,000 or 2% of the charitable organization’s annual receipts;

Transactions in which a related person’s only interest is as a holder of Campbell stock, and all holders received or will receive proportional benefits (such as the payment of regular quarterly dividends);

Transactions involving competitive bids;

Transactions in which the rates or charges are regulated by law or government authority; and

Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

In October 2014, Campbell invested approximately $10 million in Juicero, Inc., a private company. Jeffrey T. Dunn, who was appointed President — Campbell Fresh as of February 1, 2015 and became an executive officer of Campbell as of that date, was a member of Juicero’s board of directors and a Juicero stockholder prior to our investment in that company, and he continues to serve on the Juicero board and hold approximately 1% of Juicero’s outstanding equity. Mr. Dunn invested $500,000 in Juicero in March 2014 to acquire his equity interest in that company.

There were no other transactions during the period from August 4, 2014 through the date of this proxy statement, and none are currently proposed, in which Campbell was or is to be a participant, the amount involved exceeded or is expected to exceed $120,000, and any related person had or will have a direct or indirect material interest.

Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The names of the directors serving on the Audit Committee appear on page 23, immediately below the Audit Committee Report. The Audit Committee evaluated the performance of PricewaterhouseCoopers LLP (“PwC”) in fiscal 2015 and has re-appointed PwC as the independent registered public accounting firm to perform the fiscal 2016 audit of our financial statements and the effectiveness of our internal controls over financial reporting.

In fiscal 2015, PwC examined the separate financial statements of certain of our foreign subsidiaries and provided other audit and non-audit services to us in connection with SEC filings, review of quarterly financial statements, debt offerings, accounting consultations, pension plan audits, other agreed-upon procedures reports, tax compliance and tax assistance with tax audits and transfer pricing. Additional information on the services provided by PwC in fiscal 2015 and the fees paid to PwC for these services appears on page 23. Representatives of PwC will be at the 2015 Annual Meeting to make a statement if they desire to do so and to answer questions.

Shareholder ratification of the appointment is not required under the laws of the State of New Jersey or our governing documents, but as a matter of good corporate governance, the Board is submitting this proposal to shareholders. The affirmative vote of a majority of the votes cast at the meeting is required for ratification. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another audit firm. 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 interest of Campbell and our shareholders.

Your Board of Directors Recommends a Vote “For” This Proposal

Audit Committee Report

The Audit Committee is comprised of the six directors named below. The Board has determined that each member of the Committee meets the current requirements as to independence, experience and expertise established by the New York Stock Exchange. Sara Mathew is an audit committee financial expert as defined by SEC rules. A copy of the Audit Committee Charter, as most recently updated in September 2004, is available on Campbell’s corporate website at www.campbellsoupcompany.com in the corporate governance section under “Board Committees.”

One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of the Company’s financial statements and financial reporting process, including its system of internal controls.

To fulfill these oversight responsibilities, the Committee has reviewed and discussed with management and the independent registered public accounting firm the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2015, and has reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee. In addition, the Committee has received from the independent auditors a written report stating that they are not aware of any relationships between the registered public accounting firm and the Company that, in their professional judgment, may reasonably be thought to bear on their independence, as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence. The Committee has discussed with the independent registered public accounting firm the firm’s objectivity and independence. The Committee has also considered whether the provision of non-audit services by the independent registered public accounting firm to the Company for the most recent fiscal year and the fees and costs billed and expected to be billed by the independent registered public accounting firm for those services are compatible with maintaining its independence.

The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Committee has reviewed with the internal auditors and independent registered public accounting firm, with and without members of management present, the results of their examinations, their assessment of the Company’s internal controls and the overall quality of the Company’s financial reporting. In addition, the Audit Committee has discussed with the Chief Executive Officer and the Chief Financial Officer the processes that they have undertaken to evaluate the accuracy and fair presentation of the Company’s financial statements and the effectiveness of the Company’s system of disclosure controls and procedures.

Based on the review and discussions described in this report, the Audit Committee recommended to the Board of Directors that Campbell’s audited consolidated financial statements be included in Campbell’s Annual Report on Form 10-K for the fiscal year ended August 2, 2015, for filing with the Securities and Exchange Commission. The Audit Committee also re-appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal 2016.

Audit Committee

Sara Mathew, Chair

Lawrence C. Karlson

Charles R. Perrin

A. Barry Rand

Tracey T. Travis

Archbold D. van Beuren

Audit Firm Fees and Services

The aggregate fees, including expenses, billed by PricewaterhouseCoopers LLP, Campbell’s independent registered public accounting firm, for professional services in fiscal 2015 and 2014 were as follows:


Services Rendered	Fiscal 2015		Fiscal 2014
Audit Fees	$	4,583,000	$	4,569,000
Audit-Related Fees	$	20,000	$	60,000
Tax Fees	$	941,000	$	930,000
All Other Fees	$	4,000	$	16,000

The audit fees for the years ended August 2, 2015, and August 3, 2014, include fees for professional services rendered for the audits of our consolidated financial statements and the effectiveness of our internal controls over financial reporting, quarterly reviews, statutory audits, SEC filings, comfort letters and accounting consultations.

The audit-related fees for the years ended August 2, 2015, and August 3, 2014, include fees for services related to accounting and reporting matters, pension plan audits, agreed-upon procedures reports, and due diligence procedures.

The Audit Committee’s charter provides that the Committee will pre-approve all audit services and all permissible non-audit services (including the fees and terms thereof) to be performed by our independent registered public accounting firm. From time to time, the Committee may delegate its authority to pre-approve non-audit services to one or more Committee members. Any such approvals shall be reported at the next Audit Committee meeting.

Tax fees for the years ended August 2, 2015, and August 3, 2014, include fees for services related to tax compliance, including the preparation of tax returns and tax assistance with tax audits, transfer pricing and expatriate tax matters.

Other fees for the years ended August 2, 2015, and August 3, 2014, include fees associated with the use of accounting and technical research software and use of a human resource benchmarking tool.

In fiscal 2015 and 2014, 100% of the audit fees, audit-related fees, tax fees and all other fees were approved either by the Audit Committee or its designee.

Compensation Discussion and Analysis (“CD&A”)

This CD&A describes our executive compensation program for the Chief Executive Officer (“CEO”), Chief Financial Officer and the three other most highly compensated executive officers who are named in the summary compensation table (“named executive officers” or “NEOs”). The Compensation and Organization Committee (“Committee”) oversees all aspects of NEO compensation, including annual incentive compensation under our Annual Incentive Plan (“AIP”) and other applicable plans, and our Long-Term Incentive Program (“LTI Program”). Certain other Campbell employees, including all executive officers, also participate in some or all aspects of the programs described in this section. The fiscal 2015 NEOs are:


Denise M. Morrison		President and Chief Executive Officer
Anthony P. DiSilvestro		Senior Vice President and Chief Financial Officer
Mark R. Alexander		President—Americas Simple Meals and Beverages
Jeffrey T. Dunn		President – Campbell Fresh
Luca Mignini		President – Global Biscuits and Snacks

Executive Summary

Compensation Objectives

The objectives of our executive compensation program are to:

Align the financial interests of the NEOs with those of our shareholders, in both the short and long term;

Provide incentives for achieving and exceeding our short-term and long-term goals;

Attract, motivate and retain highly competent executives by providing total compensation that is competitive with compensation paid at other well-managed companies in the food, beverage and consumer products industries; and

Differentiate the level of compensation based on individual and business unit performance, leadership potential, and level of responsibility within the organization. Individual performance is rated based upon demonstrated leadership skills, accomplishment of objectives, business unit or functional accountabilities and personal contributions.

Compensation Principles and Policies

The Committee annually reviews, and the Board approves, the principles and policies for executive compensation. The principles and policies are:

Campbell offers a total compensation package that is designed to attract, motivate and retain talent of the caliber needed to deliver successful business performance in absolute terms and relative to competition.

Campbell’s compensation program is designed to link pay to Company, business unit and individual performance in absolute terms and relative to competition.

Compensation levels are set after comparing Campbell’s pay levels and practices to the practices of other food, beverage and consumer products companies in the Compensation Peer Group (see page 27) where we primarily compete for executive talent. Composition of this group is reviewed annually by the Committee.

Campbell targets base salaries, annual incentives and total annual cash compensation to the median of the Compensation Peer Group. Long-term incentives are targeted above the median. Total compensation, consisting of salary, annual incentives and long-term incentives, is targeted at 5% to 10% above the median, in the aggregate. Since we are smaller than the median size of the group, a regression analysis is performed to adjust the compensation data for the top executive positions to take account of differences in the total revenue of various companies compared to our total revenue. Our competitive position is reviewed annually by the Committee.

Annual incentive payments are based on our annual performance compared with goals established at the beginning of the fiscal year in four measurement areas relating to our financial, marketplace, operational and strategic objectives for that year. The Committee evaluates performance compared to goals each year and uses discretion to determine the total AIP pool available. Individual payouts are based on a

combination of total Company or applicable business unit performance, and an assessment of individual performance against objectives established for each participant.

Long-term incentive grants are delivered in a combination of performance-restricted share units and time-lapse restricted share units and, for senior executives, stock options, with the mix varying by level of responsibility within the organization. Employees with higher levels of responsibility receive a higher percentage of performance-restricted share units. Individual grants are based on an assessment of each participant’s performance and future leadership potential.

Senior executives have a substantial portion of compensation at risk, based upon the achievement of the performance goals for annual incentive payments and the performance goals for long-term incentives. When our performance is strong, senior executives will receive compensation that is well above the median of the Compensation Peer Group. When our performance is weak, senior executives will receive compensation well below the median. To align the interests of our senior executives with those of shareholders, a higher proportion of incentive compensation is delivered to senior executives through long-term incentives that are paid out depending upon our financial performance (see pages 34 through 37 for a description of the LTI Program).

Compensation Governance

Our executive compensation program reflects many best practices:

All members of the Committee are “independent” directors within the meaning of the New York Stock Exchange Corporate Governance standards, “non-employee” directors as defined in the SEC rules, and “outside directors” for purposes for Section 162(m) of the Internal Revenue Code (“IRC”);

The Committee engages and receives advice from an independent compensation consultant who does not perform any services for management;

We annually review the risk profile of our compensation programs and maintain risk mitigators, such as limits on incentive awards, use of multiple performance measures in incentive plans, and stock ownership guidelines;

We maintain an insider trading policy that prohibits executive officers from engaging in derivative or hedging transactions in Campbell securities, and have a policy that prohibits future pledging of shares by directors and executive officers;

No dividends or dividend equivalents are paid on unearned equity awards;

Change in control excise tax gross-ups were eliminated in all agreements entered into after January 1, 2011;

“Double-trigger” change in control provisions are used in all of our incentive plans and agreements; and

Rigorous stock ownership guidelines are in place for directors and executive officers that promote alignment of their interests with shareholders’ interests.

2015 Results

Our accomplishments during fiscal 2015 included:

Net sales of $8.082 billion

Adjusted earnings before interest and taxes (“EBIT”) of $1.219 billion

Adjusted earnings per share (“EPS”) of $2.46

One-year total shareholder return (“TSR”) of 12.1%, and three-year cumulative TSR of 60%

Redesign of enterprise into three divisions with clearly defined portfolio roles

Implementation of ongoing cost reduction initiatives

Acquisition of Garden Fresh Gourmet to bolster our packaged fresh portfolio

More information on our business performance in fiscal 2015 is available in our 2015 Form 10-K, which is included in the 2015 Annual Report to Shareholders that accompanies this proxy statement. A reconciliation of the measures used in this proxy statement but not shown in accordance with generally accepted accounting principles – specifically organic net sales growth, adjusted EBIT and adjusted EPS – can be found in Appendix B.

2015 Executive Compensation Highlights

Based on its evaluation of our performance in fiscal 2015 against the scorecard goals, the Committee funded the AIP pool at 92% of target. See the discussion beginning on page 31 for additional information.

TSR performance-restricted share units for the three-year performance period ending in fiscal 2015 vested at 100% based on our TSR performance relative to peers. See page 35 for additional information.

EPS performance-restricted share units with a fiscal 2015 performance period vested at 100% based on our fiscal 2015 EPS results. See page 36 for additional information.

The Committee reviewed and recommended that the Board adopt a new long-term incentive plan to allow for continued equity grants to employees and non-employee directors. See “Item 4 – Approval of Campbell Soup Company 2015 Long-Term Incentive Plan” for additional information.

How Compensation Decisions Are Made

Role of the Committee

The Committee has overall responsibility for our executive compensation program. The Committee annually reviews compensation strategy, principles and policies, including the apportionment of pay between fixed compensation and incentive compensation elements, and the design of incentive compensation programs. The Committee approves all compensation and benefits for our top management team (which consists of approximately 15 individuals, including the named executive officers), authorizes the aggregate amount of annual incentive awards for all eligible participants under the AIP and the LTI Program, and authorizes the CEO to allocate awards to other participants under the AIP and the LTI Program, up to an aggregate amount. By the terms of its charter, the Committee has delegated to the Chair of the Committee the authority to approve compensation actions for these top 15 executives between Committee meetings when necessary for business continuity purposes. The Chair of the Committee and the Chairman of the Board of Directors must jointly approve any equity grants made to executive officers between meetings.

Each September, the Committee reviews the performance of the NEOs and approves each executive’s annual incentive payment for the just-completed fiscal year and earned long-term incentive awards for performance periods ending as of the just-completed fiscal year. The Committee also reviews and approves the base salary, annual incentive target and long-term incentive grant for the current fiscal year. This review of all major elements of executive compensation at one time provides the Committee with a comprehensive analysis of the target dollar amount of compensation that would be delivered by each element of compensation, assuming that the required performance goals are attained.

The Committee also reviews major organizational changes and reviews our succession planning and leadership development processes.

Role of Management

It is our customary practice for the CEO and the Senior Vice President and Chief Human Resources Officer to provide recommendations to the Committee on compensation actions for our top management team (except for his or her own compensation actions) and on potential changes in the design of executive compensation programs. In September 2015, the CEO and the Senior Vice President and Chief Human Resources Officer recommended to the Committee compensation actions for the NEOs (other than their own positions), including AIP awards for fiscal 2015 and base salaries and LTI grants for fiscal 2016.

The Vice President and Corporate Secretary and the Senior Vice President and Chief Human Resources Officer work with the Committee to develop the annual list of agenda items and the annual schedule of meetings for the Committee, which are set prior to each fiscal year. The list of agenda items is approved by the Committee.

Role of Independent Compensation Consultant

Pursuant to its charter, the Committee is authorized to engage an outside advisor to assist in the design and evaluation of our executive compensation program, as well as to approve the fees paid to such advisor and other terms of the engagement. Prior to the retention of an outside advisor, the Committee assesses the prospective advisor’s independence, taking into consideration all relevant factors, including those factors specified in the NYSE listing standards.

In fiscal 2015, the Committee engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its compensation consultant. The Committee did not engage any other advisor in fiscal 2015. F.W. Cook advised the Committee on CEO compensation, compensation trends, governance issues and other matters of interest to the Committee. The Committee assessed F.W. Cook’s independence, taking into account a number of factors such as: (1) the provision of other services to Campbell by F.W. Cook; (2) amount of fees received from Campbell by F.W. Cook as a percentage of the total revenue of F.W. Cook; (3) F.W. Cook’s policies and procedures to prevent conflicts of interest; (4) any business or personal relationship between F.W. Cook and the members of the Committee; (5) any ownership of Campbell stock by the individuals at F.W. Cook performing consulting services for the Committee; and (6) any business or personal relationship between F.W. Cook and any Campbell executive officer. F.W. Cook provided the Committee with appropriate assurances regarding its independence. Based on this analysis, the Committee has concluded that F.W. Cook has been independent throughout its service to the Committee and that there are no conflicts of interest.

Peer Groups

The Committee identifies both a Compensation Peer Group and a Performance Peer Group in designing and determining executive compensation. The Committee uses the Compensation Peer Group to evaluate the competitiveness of executive compensation and uses the Performance Peer Group to measure the competitiveness of our TSR performance. In order to determine total compensation paid by companies that compete with us for executive talent, in fiscal 2015, the Committee compared our total compensation levels with levels at the companies in the food, beverage and consumer products industries identified in the table below (“Compensation Peer Group”), using compensation data purchased from Aon Hewitt by management. Given our relatively small size in relation to many of the companies in the Compensation Peer Group, a regression analysis was performed to adjust the compensation data for the top positions for differences in the total revenues of the various companies compared to our total revenue. The Committee believes that use of the Compensation Peer Group is the most effective method to evaluate and set the compensation needed to attract, motivate and retain the executive talent needed to manage our businesses and operations successfully, because these are the primary companies with which we compete for senior executives. Use of this peer group also provides a broad database that allows Campbell to obtain accurate, representative survey information for a majority of its positions. The composition of the Compensation Peer Group is approved by the Committee each fiscal year after obtaining advice from its independent compensation consultant. For the purpose of determining fiscal 2015 compensation, the Compensation Peer Group consisted of the following companies:

Compensation Peer Group(1)


Anheuser-Busch Companies. Inc.	The Hershey Company (2)	Mead Johnson Nutrition Company (2)
The Clorox Company	Hillshire Brands Company	Mondelez International, Inc. (2)
The Coca-Cola Company	Hormel, Inc. (2)	Nestle USA, Inc.
Colgate-Palmolive Company	Johnson & Johnson Company	PepsiCo, Inc.
ConAgra Foods, Inc. (2)	The J.M. Smucker Company (2)	The Procter & Gamble Company
Dean Foods Company	Kellogg Company (2)	The Kraft Heinz Company (2)
Del Monte Foods Company	Keurig Green Mountain (2)	Reynolds American Inc.
Diageo North America, Inc.	Kimberly-Clark Corporation	S.C. Johnson & Son, Inc.
Dr. Pepper Snapple Group, Inc.	Mars, Inc.	Tyson Foods, Inc. (2)
General Mills, Inc. (2)	McCormick & Company, Inc. (2)	Unilever United States, Inc.

(1)

H.J. Heinz Company and Kraft Foods Group were both part of the Compensation Peer Group for purposes of determining fiscal 2015 compensation. In July 2015, H.J. Heinz Company acquired Kraft Foods Group. The newly formed entity, The Kraft Heinz Company, will be included in the Compensation Peer Group for fiscal 2016. Also, during fiscal 2015, the Committee approved the removal of Del Monte Foods Company from the Compensation Peer Group for fiscal 2016.

(2)

These companies, plus Campbell, constitute the Standard & Poor’s Packaged Foods Group (“Performance Peer Group”), which is used to measure TSR performance for calculation of the payout of TSR performance-restricted share units under the LTI Program. In July 2015, upon the closing of the acquisition of Kraft Foods Group by H.J. Heinz Company, Kraft Foods Group was removed from the S&P Packaged Foods Group, and the newly formed entity – The Kraft Heinz Company – was added. The Kraft Heinz Company will be part of the Performance Peer Group for purposes of the TSR performance-restricted share units granted in fiscal 2015.

The Performance Peer Group, which is a subset of the Compensation Peer Group, is independently selected by Standard & Poor’s (“S&P”) based upon the similarities of the companies’ businesses in the packaged foods industry. Companies that are added to and deleted from the S&P Packaged Foods Group are automatically added to or deleted from the list of companies whose TSR rankings are compared to our ranking for TSR performance-restricted share units. The list of companies in the S&P Packaged Foods Group is readily available through S&P.

The Committee and management exercise no discretion in selecting the companies that are included in the S&P Packaged Foods Group. The Committee reviewed the Performance Peer Group in fiscal 2015 and continues to believe that it is the appropriate group in Campbell’s industry against which to measure our TSR performance. TSR performance of the companies in the Compensation Peer Group that are not in the packaged foods industry is more likely to be affected by economic developments that do not affect the packaged foods industry.

Governance of Executive Compensation

Risk Assessment — Incentive Compensation Programs

During fiscal 2015, management completed, for review by the Committee, an assessment of our compensation programs on a global basis, with a focus on incentive compensation programs. Based on a number of factors, including the governance process employed, the relative size of the potential payouts in the aggregate and for any individual, the inclusion of a “cap” on the maximum payout and the use of multiple metrics in the respective incentive programs, the Committee believes that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Executive Stock Ownership

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 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.


Organization Level		Multiple of Salary
CEO		6.0x
Other NEOs		3.5x

Executives may count toward these requirements the value of shares owned and shares and share units that are deferred and fully vested in the 401(k) plan and other deferred compensation programs. Unvested restricted share units and unexercised stock options are not counted in calculating ownership. Our policies prohibit directors and executive officers from hedging the economic risk associated with fully owned shares, restricted share units and unexercised stock options. We also have a policy that prohibits future pledging of shares by directors and executive officers.

Results of 2014 Shareholder Advisory Votes Relating to Executive Compensation

At the 2014 Annual Meeting of Shareholders, we held our annual shareholder advisory vote on executive compensation, or say-on-pay vote. Ninety-eight percent (98%) of the votes cast were in favor of the say-on-pay proposal.

As the Committee evaluated our compensation principles and policies during fiscal 2015, it was mindful of this favorable outcome and the shareholders’ strong support of our compensation objectives and compensation programs. The Committee has maintained its general approach to executive compensation, and made no material changes in fiscal 2015 to the compensation principles and policies or the objectives of our compensation program. We will continue to hold say-on-pay votes annually until the next shareholder advisory vote on frequency takes place in 2017. See “Item 3 — Advisory Vote on Executive Compensation” on pages 55 through 56 for additional information on the 2015 say-on-pay vote.

Elements of Executive Compensation

The primary components of our executive compensation and benefits programs are summarized in the following table:



Type	Component	Objective

Performance-Based Compensation	*Annual Cash Incentive*	• Motivate and reward the achievement of annual operating plan goals and ensure that these goals are achieved in a manner that strengthens the business for the long term • Recognize exceptional individual contribution, measured by the impact on the performance of the Company, business unit, function or team
Performance-Based Compensation	*Long-Term Equity Incentive*	• Motivate and reward executives based upon our success in delivering superior value to our shareholders • Retain the executive talent necessary to successfully manage our business and execute our strategies • Long-term incentive targets are set as a percentage of base salary and are designed to target total direct compensation at 5% to 10% above the median of the Compensation Peer Group, in the aggregate

Fixed Compensation	*Base Salary*	• Provide a base level of compensation that is competitive in relation to the responsibilities of each executive’s position to attract the talent needed to successfully manage our business and execute our strategies
	*Retirement Programs*	• Provide retirement benefits at competitive levels consistent with programs for our broad-based employee population
	*Perquisites and Benefits*	• Provide market-competitive benefits and modest perquisites to attract the talent needed to successfully manage our business and execute our strategies
	*Post-Termination Compensation and Benefits*	• Provide market-competitive benefits to attract the talent needed to successfully manage our business and execute our strategies • Provide a reasonable measure of financial stability in the event of involuntary termination or change in control

The proportion of compensation delivered in each of these elements is designed to:

put more compensation at risk based upon Company or business unit and individual performance for NEOs, whose performance is more likely to influence the results of the executive’s business unit or function, or the results of the Company as a whole;

align NEO compensation with shareholder value creation through long-term incentives based on relative stock performance and share price appreciation;

provide consistency over time in the proportion of compensation opportunity among the elements, while varying actual pay based upon Company, business unit and individual performance; and

be competitive with the practices of the Compensation Peer Group in order to attract, motivate and retain key executives.

The total compensation package for each NEO is comprised of the elements noted above, although the structure of the package may vary from one NEO to another. Mr. Dunn joined us in fiscal 2013 following our acquisition of Bolthouse Farms. The Committee approved fiscal 2015 compensation for Mr. Dunn that was designed to retain his services and motivate him to achieve specific results within the Bolthouse Farms and packaged fresh businesses. His compensation package, although different in structure from that of our other NEOs, is consistent with our pay for performance philosophy. In fiscal 2015, Mr. Dunn did not participate in the Campbell Soup Company AIP, receive TSR performance-restricted share units under our LTI Program, or participate in Campbell’s retirement and deferred compensation plans, but received compensation under the terms of his July 22, 2014 Letter Agreement with the Company and the Bolthouse Farms annual incentive plan and retirement plans. We anticipate that Mr. Dunn will gradually transition to Campbell’s compensation plans over time.

Base Salary

Base salaries are intended to provide a base level of compensation that is competitive in relation to the responsibilities of each executive’s position. Midpoints of base salary ranges are targeted at the median of the Compensation Peer Group, reduced by regression for executive officers based on revenue by reason of our relatively small size compared to many of the companies in the Compensation Peer Group. Salary ranges and individual salaries for NEOs are reviewed annually by the Committee. The Committee considers salary levels for NEOs each September, when it also reviews the performance of those executives. Merit increases are generally based on the CEO’s (for executives other than the CEO) and the Committee’s assessment of individual performance. Targets for annual incentive payments and long-term incentive grants are a percentage of base salary (see below).

The Committee considers a number of factors in determining individual base salaries, including the scope of an individual’s job responsibilities, his or her individual contributions, business performance, job market conditions, the salary budget guidelines, 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. The base salaries paid to NEOs in fiscal 2015 are presented in the 2015 Summary Compensation Table.

Annual Incentive Compensation

Annual incentives are cash awards that are intended to motivate and reward the achievement of business goals approved by the Board in the annual operating plan and three-year strategic plan, and to ensure that these goals are achieved in a manner that strengthens the business for the long term.

Campbell Soup Company Annual Incentive Plan

In fiscal 2015, Ms. Morrison and Messrs. Alexander, DiSilvestro and Mignini participated in the AIP. Awards to NEOs under the AIP are calculated based on Company and/or business unit performance and individual performance, as illustrated in the table below. A narrative discussion of each component follows.

LOGO

* AIP awards for NEOs who are business unit leaders are determined using a score that is based 30% on the assessment of total Company performance, and 70% on the assessment of the business units’ performance.

AIP Target

At the beginning of each fiscal year, the Committee establishes a competitive annual incentive target, expressed as a percentage of base salary, for each executive salary level. For fiscal 2015, the annual incentive targets for the NEOs, other than the CEO, ranged from 80% to 90% of base salary. These percentages are at or near the median for similar executive positions at companies in the Compensation Peer Group. The sum of the individual incentive targets for all AIP participants (approximately 1,700 executives, managers and professionals) comprises the target AIP award pool.

Total Company Performance Score

Since fiscal 2003, the Committee has used a “scorecard” in which a number of quantitative and qualitative goals for the Company as a whole and its business units are established at the beginning of each fiscal year for the purposes of the AIP. The goals defined in the scorecard fall within four key measurement areas:



Financial		Marketplace

Operational		Strategic

The goals in the four measurement areas require effective execution of business plans and are difficult to attain. Corresponding goals, consistent with the total Company scorecard, are established for the Company’s business units. The goals listed in the AIP scorecard are not weighted in any manner; however, performance against the goals in the financial quadrant is a significant factor in the Committee’s overall assessment.

After a fiscal year has ended, the Committee assesses total Company performance in light of the goals enumerated in the scorecard for that year, and exercises its

collective judgment in determining the total Company “score,” or percentage at which the AIP award pool will be funded that year. The Committee’s determination of the Company score is not based on any mathematical calculation or formula. The AIP intentionally provides substantial opportunity for the Committee to exercise judgment and discretion in determining the overall Company score in order to enable the Committee to holistically consider various internal and external factors, including financial performance compared to peers. Extraordinary items, such as major restructuring and accounting changes (whether positive or negative), are excluded in determining the approved total AIP pool. The Committee’s determination of the funding of the AIP pool may range from 0% to 175%.

Individual Performance Score

Payments made to participants in the AIP are influenced by their managers’ assessments of individual performance against objectives established for each participant at the beginning of the fiscal year. In the case of NEOs other than the CEO, the Committee’s assessments of individual performance are generally based on the CEO’s judgments and recommendations. The assessment of the CEO’s individual performance is made by the Committee itself, with input from all directors. For fiscal 2015 the CEO provided recommendations to the Committee regarding the individual performance of NEOs (other than for herself).

Section 162(m) Deductibility

At the beginning of a fiscal year, the Committee also establishes a performance goal for the AIP that is applicable only to executive officers. This goal is referred to as the “162(m) performance goal.” The 162(m) performance goal for fiscal 2015 required that we achieve 80% of our adjusted EPS goal for the year in order for an executive officer to be eligible to receive up to 200% of their annual incentive targets. If we achieve less than 80% but at least 50% of the adjusted EPS goal, executive officers are eligible to receive a maximum of 100% of their annual incentive targets. If we do not achieve at least 50% of the adjusted EPS goal, executive officers are not eligible for any AIP award. Our fiscal 2015 adjusted EPS of $2.46 exceeded 80% of the EPS goal, thereby providing an opportunity for executive officers to earn up to 200% of their AIP targets.

Our achievement of the 162(m) performance goal does not ensure that an executive officer will receive the maximum incentive award because the Committee has retained “negative discretion” to reduce the award based upon the assessment of the business unit or Company performance in light of the goals set forth in the scorecard, and the assessment of his or her individual performance against individual annual objectives. The Committee has consistently exercised its negative discretion in determining annual incentive payments to executive officers. Although we have achieved the 162(m) performance goal of 80% of the adjusted EPS goal established annually by the Committee over the last several years, during that time, no NEO in the applicable fiscal year has received an award equal to the maximum potential payment.

Fiscal 2015 AIP Scorecard and Performance

In fiscal 2015, we focused on our dual mandate to strengthen the core business and expand into higher-growth spaces while guided by our Company purpose of Real food that matters for life’s moments.

The AIP scorecard for fiscal 2015 focused on performance goals related to the execution of the dual mandate, and the Committee assessed fiscal 2015 performance using this context. The table below summarizes the fiscal 2015 AIP scorecard and the performance goals included in each quadrant.



Fiscal 2015 Total Company Balanced Scorecard
Financial		Marketplace
Objectives relating to financial performance in the following areas: • Net sales • EBIT • EPS Each adjusted for acquisitions and other extraordinary items and excluding the impact of currency		Objectives relating to consumer purchases of our products in categories such as: • Soup and simple meals • Baked snacks • Premium and shelf-stable beverages
Operational		Strategic
Objectives relating to: • Innovation • Customer relationships • Cost management and working capital • Product quality and food safety • Corporate responsibility • Acquisition integration		Objectives relating to expansion in faster growing spaces, including objectives relating to: • Packaged Fresh • Global Biscuits • Breakthrough Innovation • Enterprise Redesign

Based on its review of the results we achieved in fiscal 2015 against the balanced scorecard objectives and its qualitative assessment of various aspects of our performance, the Committee determined that the annual incentive pool should be funded at approximately 92% of the target amount. In making this determination, the Committee did not apply any formulas or specific weightings to any individual scorecard objective. The Committee’s final determination for funding of the incentive pool was based on its qualitative judgment of our performance during fiscal 2015, including the following:

Financial Performance:

^¡

Net sales of $8.082 billion, reflecting a 1% increase in organic sales over fiscal 2014

^¡

Adjusted EBIT of $1.219 billion

^¡

Adjusted EPS of $2.46

Marketplace Performance:

^¡

Organic net sales growth in four of our five fiscal 2015 reportable segments

Operational Performance:

^¡

Innovations launched in fiscal 2015 included Campbell’s organic soup, V8 Veggie Blends, 1915 by Bolthouse and new premium Tim Tam varieties

^¡

Gross margin expansion in the second half of fiscal 2015

^¡

Continued integration of recently acquired businesses

^¡

Recognition for our leadership in corporate social responsibility

Strategic Performance:

^¡

We took important steps to lay the foundation for our future success, such as:

Aligning our organization with our strategy by redesigning of our enterprise structure to create three new divisions with clear portfolio roles

Establishing our Integrated Global Services organization to deliver shared services across the organization and increase efficiency and effectiveness

Initiating plans for a zero-based budgeting process

Acquiring another growth engine, Garden Fresh Gourmet, to expand our packaged fresh portfolio

Fiscal 2015 incentive payments to the NEOs who participated in the AIP, other than the CEO, ranged from 77% to 127% of their target incentive amounts, with an average of 102%. The annual incentive awards made to the NEOs who participated in the AIP in fiscal 2015 are listed in the 2015 Summary Compensation Table on page 40 in the column captioned Non-Equity Incentive Plan Compensation.

Bolthouse Farms Annual Incentive Plan

Mr. Dunn did not participate in the AIP in fiscal 2015, but did participate in the Bolthouse Farms Annual Incentive Plan (“Bolthouse AIP”). He has participated in the Bolthouse AIP since our acquisition of Bolthouse Farms in August 2012. Payments under the Bolthouse AIP are performance based and, therefore, aligned with our pay for performance philosophy. However, the amounts paid to Mr. Dunn for fiscal 2015 performance do not qualify as tax-deductible compensation under IRC Section 162(m) because the Bolthouse AIP has not been approved by the Company’s shareholders.

The Bolthouse AIP provides for an incentive pool that is funded based upon the achievement of the Bolthouse Farms’ EBITDA (earnings before interest, taxes, depreciation and amortization) target set forth in the annual operating plan for that business unit, which is approved each year by Campbell’s CEO. A performance-payout table is established that outlines potential payouts for attainment of various EBITDA outcomes, representing a range of performance above and below the approved EBITDA target. If the minimum EBITDA threshold is not achieved, the incentive pool will be funded at 0% of the target value. If the target EBITDA is achieved, the incentive pool will be funded at 100% of the target value. If EBITDA exceeds the target value, the incentive pool will increase as set forth in the performance-payout table until reaching a cap of 155% of the target value.

For fiscal 2015, Bolthouse Farms’ EBITDA performance met the minimum EBITDA threshold, but did not achieve the EBITDA target established for the Bolthouse AIP, resulting in the Bolthouse AIP incentive pool being funded at 70%.

Individual participants in the Bolthouse AIP, including Mr. Dunn, have an individual incentive target that is represented as a percentage of base salary. Upon completion of the fiscal year, each participant receives a performance rating based on their manager’s assessment of their performance during the fiscal year. The performance rating is linked to an individual multiplier that may increase or decrease the final payout to the individual under the Bolthouse AIP, up to a maximum of 165% of target.

For fiscal 2015, Mr. Dunn’s target under the Bolthouse AIP was 100% of his base salary. The Committee received a recommendation from Campbell’s CEO with respect to Mr. Dunn’s individual performance in fiscal 2015, and determined that his individual award under the Bolthouse AIP for fiscal 2015 would be $490,000, which is 70% of his target amount. This payment to Mr. Dunn is reflected in the 2015 Summary Compensation Table under Non-Equity Incentive Plan Compensation.

Long-Term Incentive Compensation

Long-term incentives are intended to motivate and reward executives based upon our success in delivering superior value to our shareholders and to retain executives. 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. Each NEO (other than Mr. Dunn) has a long-term incentive target that is expressed as a percentage of his or her base salary. For fiscal 2015, targets for NEOs, other than the CEO and Mr. Dunn, ranged from 220% to 250% of base salary at median performance. These targets are designed to deliver total direct compensation at 5% to 10% above the median of the Compensation Peer Group, in accordance with our Compensation Principles and Policies. All shares paid out under our LTI Program are shares that were previously issued and outstanding or were reacquired by the Company.

The components of the LTI Program have evolved over time and are modified periodically to further the goals of the program. The fiscal 2015 LTI Program included restricted share units for NEOs other than Mr. Dunn, and a special performance incentive to Mr. Dunn that is partially payable in RSUs and partially in cash. In fiscal 2015, four types of restricted share units were granted under the LTI Program:

TSR performance-restricted share units, which are earned based upon our TSR performance over the performance period compared to the TSRs of the other companies in the Performance Peer Group;

EPS performance-restricted share units, which are earned based on the achievement of a threshold level of EPS during the performance period;

time-lapse restricted share units, which vest over a period of time based on continued employment; and

for Mr. Dunn, performance-restricted share units earned based on achievement during the relevant performance period of (a) designated Bolthouse Farms financial performance metrics, and (b) designated packaged fresh platform launch objectives.

In prior years, the LTI Program included strategic performance-restricted share units (“SPUs”), which vest based on achievement of net sales and EPS goals over the course of the designated performance period. No SPUs were granted in fiscal 2015 and no previously-granted SPUs had a performance period which ended in fiscal 2015. The Committee last granted SPUs as part of the fiscal 2014 LTI Program; these SPUs have a three-year performance period spanning fiscal 2014 through fiscal 2016, and will vest following the end of fiscal 2016 based on our net sales and EPS performance during that period.

In fiscal 2015, NEOs other than Mr. Dunn, received 65% of their performance-based long-term incentive opportunity in TSR performance-restricted share units, and 35% in EPS performance-restricted share units. Mr. Dunn received 74% of his fiscal 2015 performance-based long-term incentive opportunity in performance-restricted share units and 26% in cash. There is no payment of dividends on restricted share units during the restriction period; instead, accumulated dividend equivalents will be paid in cash on the units that vest at the end of the restriction period when the grants are paid out. A more detailed description of each component of the fiscal 2015 LTI Program is set forth below.

TSR Performance-Restricted Share Units

In fiscal 2015, the Committee used TSR performance-restricted share units for a portion of the LTI Program. The Committee believed that it was appropriate to include an element that compared our performance to an external peer group, and that linking a significant 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 extraordinary circumstances.

For the fiscal 2013-2015 performance period, the percentage of TSR performance-restricted share units to be paid out was based upon our TSR performance ranking as illustrated in the chart below.


Campbell’s TSR Performance Rank	1		2		3		4		5		6	7		8		9		10		11
Percentage Payout		225%		200%		175%		150%		125%	100%		75%		50%		0%		0%		0%


											Campbell

Our cumulative three-year TSR of 60% ranked sixth versus the peer group, which was at the median of the group.

Based on the above criteria and our TSR performance ranking, the payout for TSR performance-restricted share units for the fiscal 2013-2015 performance period was 100% of the target amount.

These shares were paid out to NEOs at the end of September, 2015.

For the grants made in fiscal 2015 for the fiscal 2015-2017 performance period, there are 13 companies in the Performance Peer Group. Therefore, the percentage of TSR units granted in fiscal 2015 will be paid out at the end of the performance period based upon our TSR performance ranking is illustrated in the chart below:

Campbell’s TSR

Performance Rank

Percentage Payout

200

175

150

125

100

EPS Performance-Restricted Share Units

EPS performance-restricted share units are paid out two months following the end of each fiscal year in the three-year performance period, provided that the adjusted EPS goal established at the time of grant is achieved. The performance goal is designed to qualify the payment of EPS performance-restricted awards as deductible under IRC Section 162(m). The payout of EPS performance-restricted share units is either 0 or 100%.

For the EPS performance-restricted share units that were granted in fiscal 2013 and 2014, one-third of these units will vest each year during the performance period if the adjusted EPS achieved in such fiscal year is at least 50% of the adjusted EPS goal for the AIP approved by the Committee for such fiscal year. Fiscal 2015 adjusted EPS was $2.46, which was greater than 50% of the goal; therefore, the payout for the EPS performance-restricted share units based on fiscal 2015 performance was 100%. The achievement of the adjusted EPS goal for fiscal 2015 means that one-third of the EPS performance-restricted share units granted in each of the fiscal years 2013 and 2014 vested and were paid out at the end of September 2015.

The Committee revised its grant practices for EPS performance-restricted share units granted to NEOs in fiscal 2015. The units granted in fiscal 2015 will vest in three equal installments on each of the first three anniversaries of the grant date, provided that fiscal 2015 adjusted EPS is at least 50% of the adjusted EPS goal approved by the Committee for the fiscal 2015 AIP and the holder meets the applicable service requirements. The Committee made this change in order to simplify the terms of the grant and enhance its effectiveness as a retention tool, while maintaining deductibility under IRC Section 162(m). The Committee’s independent consultant, F.W. Cook, provided advice with respect to this change. As noted above, our fiscal 2015 EPS performance was greater than 50% of the fiscal 2015 AIP goal, therefore, the performance goal for all of the EPS performance-restricted units that were granted in fiscal 2015 has been met. These units will vest and will be paid out to the NEOs in three equal installments; one-third of the shares vested and were paid out at the end of September 2015, and the other two-thirds will vest and be paid out in two equal installments following the end of fiscal 2016 and 2017, provided that the executive remains employed by the Company on the date of vesting (or otherwise as provided under the terms and conditions of the grant).

Time-Lapse Restricted Share Units

Time-lapse restricted share units are units that vest based on continued employment over the restriction period, which is typically two or three years. The Committee grants time-lapse restricted shares to NEOs in limited circumstances, typically: (a) at the start of their employment with us in recognition of their forfeiture of long-term incentive grants from their prior employer, (b) as additional compensation when an NEO is promoted into a new role or given additional responsibilities, or (c) as an additional retention tool. In fiscal 2015, the Committee granted time-lapse restricted shares to Messrs. Alexander and Mignini in recognition of their expanded responsibilities under our new organizational structure.

Special Performance Incentive and Packaged Fresh Performance Incentive for Mr. Dunn

In fiscal 2015, the Committee approved a special performance incentive for Mr. Dunn, based on the achievement of designated Bolthouse Farms financial performance metrics and designated integration objectives. The target value of this special performance incentive is $6,000,000, payable:

70% in performance-restricted stock units, which vest 40% at the end of fiscal 2015 and 60% at the end of fiscal 2016 based upon Bolthouse Farms’ net sales and EBITDA growth rates during the respective fiscal year, and

30% in cash delivered following the end of fiscal 2016, based upon achieving specified Bolthouse Farms integration objectives.

For both components, vesting and payouts are contingent upon Mr. Dunn’s continued employment. The special performance incentive can vest anywhere between 0% and 150%, depending upon performance against the objectives, which will be measured by Campbell’s CEO and the Committee following the end of the applicable performance period.

Bolthouse Farms’ financial performance in fiscal 2015 fell short of the threshold required to vest the 40% of Mr. Dunn’s performance restricted stock units that were based on fiscal 2015 performance. No shares will be paid out to Mr. Dunn under the portion of the special performance incentive that was based on fiscal 2015 results.

In fiscal 2015, the Committee also approved a packaged fresh performance incentive for Mr. Dunn, consisting of an additional grant of 23,084 performance-restricted share units, valued at $1,000,000 at the time of grant. The performance period for these units is fiscal 2015-2016. The units will vest at the end of the performance period based upon Mr. Dunn’s continued employment with the Company, and the achievement of the designated packaged fresh platform launch objectives established at the time of the grant, which will be assessed by the CEO and the Committee at the end of the performance period. The number of units that vest can range from 0% to 100%.

Summary of LTI Awards with Performance Periods Ended in Fiscal 2015

The table below summarizes the performance-based LTI awards granted to NEOs in prior fiscal years with performance periods that ended during fiscal 2015. To the extent these awards vested, shares were paid out to the NEOs following the end of fiscal 2015.


Type of Award	Year Granted		Performance Period	Percent Vested
TSR Performance-Restricted Share Units		Fiscal 2013	Fiscal 2013 — Fiscal 2015		100%
Special Performance Incentive: Performance-Restricted Share Units to Mr. Dunn		Fiscal 2015	Fiscal 2015		0%*
EPS Performance-Restricted Share Units		Fiscal 2013	Fiscal 2015		100%**
EPS Performance-Restricted Share Units		Fiscal 2014	Fiscal 2015		100%**
EPS Performance-Restricted Share Units		Fiscal 2015	Fiscal 2015		100	%***

* Refers to the portion of the award that was tied to fiscal 2015 performance, which is 40% of the total grant, as described above.

** Refers to the portion of the award that was tied to fiscal 2015 EPS performance, which is one-third of the total grant, as described above.

*** This entire award is tied to fiscal 2015 EPS performance. One-third of the shares vested and were paid out at the end of September 2015 and the other two-thirds will vest and be paid out in two equal installments following the end of fiscal 2016 and fiscal 2017.

Retirement Plans and Other Benefits

Pension Plans

Eligible NEOs participate in two defined benefit plans: (1) the Retirement and Pension Plan (“Qualified Plan”) and (2) the Mid-Career Hire Pension Plan (“MCHP”). The Qualified Plan provides funded, tax-qualified benefits up to the limits allowed under the IRC for full-time U.S. employees who commenced employment with us prior to January 1, 2011. The MCHP provides unfunded benefits that are in excess of the IRC limits applicable to the Qualified Plan to senior executives who were hired in the middle of their careers. Such executives typically gave up future pension benefits that they would have earned if they remained with their prior employers. MCHP benefits are offset by benefits paid under the Qualified Plan and the plans prohibit duplication of benefits. Both plans were closed to new participants, effective December 31, 2010.

We maintain the Qualified Plan and the MCHP as an additional means to retain employees and to provide a competitive level of pension benefits. The retirement plans provide employees, including the NEOs, the opportunity to plan for future financial needs during retirement. Under the Qualified Plan, the actual pension benefit is calculated on the same basis for all participants, and is based on:

length of service;

covered compensation (base salary and annual incentive); and

age at retirement.

Time-lapse restricted share units and performance-restricted share units, as well as any extraordinary remuneration, play no part in the calculation of retirement benefits. For a more detailed discussion of the retirement plans and the accumulated benefits under these plans, see the 2015 Pension Benefits table and the accompanying narrative beginning on page 46.

NEOs who are not eligible to participate in the MCHP because they were hired or promoted into an eligible salary grade on or after January 1, 2011, may be eligible to receive an Executive Retirement Contribution. 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 (base salary and annual incentive) and is subject to vesting criteria. The Executive Retirement Contribution is consistent with our objective to attract and retain experienced senior executives to execute our strategies, and was adopted as a means to provide a competitive level of retirement benefits to executives hired following the closure of the MCHP to new participants. For a more detailed discussion of the Executive Retirement Contribution, see the narrative on page 48 following the 2015 Pension Benefits table and the 2015 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 49.

Deferred Compensation Plans

The Campbell Soup Company Deferred Compensation Plan and Supplemental Retirement Plan, and the Bolthouse Farms Deferred Compensation Plan each provide an opportunity for eligible U.S.-based participants, including eligible NEOs, to save for future financial needs. For a more detailed discussion of the deferred compensation arrangements relating to the NEOs, see the 2015 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 49.

Perquisites

Our Personal Choice Program provides quarterly cash payments to certain NEOs in lieu of reimbursements 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 provide long-term disability protection for NEOs other than Mr. Dunn. For additional information on all perquisites provided to the NEOs in fiscal 2015, please see “All Other Compensation” on page 42.

Severance Plans

The NEOs are covered by our severance plans, under which payments are based on level of responsibility, seniority and/or length of service. For the NEOs, the maximum payment under the plans is two times base salary. The payment and benefit levels defined in our severance plans for eligible U.S.-based exempt employees have been 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. We also periodically reviews the severance benefits provided at other Fortune 500 companies. 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. For a more detailed discussion of these severance arrangements, see Potential Payments on Termination or Change in Control beginning on page 50.

Change in Control Benefits

We have entered into “double-trigger” 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 a termination of employment in connection with a change in control occur. The independent members of the Board of Directors approved entry into the CIC Agreements beginning in 2000. 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 Agreement requires the occurrence of the following two events in order for an executive to receive payments and benefits: (1) the executive’s employment must be terminated involuntarily and without cause (whether actual or “constructive”) and (2) the termination must occur within two years following a change in control. We also have double-trigger 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. In March 2010, the Committee determined that provisions for “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits would be eliminated in any change in control agreement entered into after January 1, 2011. The CIC Agreements with Messrs. Dunn and Mignini do not contain the “gross-up” provision; all other NEOs entered into CIC Agreements prior to January 1, 2011. For a more detailed discussion of these CIC Agreements, see Potential Payments on Termination or Change in Control, beginning on page 50.

Tax Implications

IRC Section 162(m) limits the tax deductibility of compensation paid to an NEO to $1 million, except to the extent the compensation is qualified performance-based compensation. The Committee’s policy is to structure compensation such that it is deductible under IRC Section 162(m), except where the Committee determines that it would not be in the best interests of the Company and our shareholders. All annual incentive payments and restricted stock unit grants to NEOs during fiscal year 2015, except the annual incentive payment to Mr. Dunn under the Bolthouse AIP, the cash portion of the special performance incentive for Mr. Dunn and the time-lapse restricted stock grants to Messrs. Alexander and Mignini, met the requirements for deductibility under IRC Section 162(m); however, this may not be the case in future years. A tax deduction is not available under IRC Section 162(m) for the incremental amount of the base salary of a NEO that exceeds $1 million.

CEO Compensation

Denise M. Morrison became President and Chief Executive Officer of Campbell Soup Company as of August 1, 2011, the beginning of fiscal 2012. The fiscal 2015 compensation components for Ms. Morrison are consistent with the program described above. Ms. Morrison’s compensation is designed to be competitive with the CEO compensation paid by companies in the Compensation Peer Group over time, and her incentive compensation is directly linked to both Company performance and individual performance. The process used to review and establish Ms. Morrison’s compensation is described below:

In June 2014, the Committee determined that Ms. Morrison’s AIP target of 140% of base salary and her LTI target of 525% of base salary remained appropriate for fiscal 2015.

In September 2014, the Committee reviewed Ms. Morrison’s base salary and total compensation compared to other CEOs in the Compensation Peer Group, and the Committee also reviewed Company performance and Ms. Morrison’s individual performance. Based on this review, the Committee:

Increased Ms. Morrison’s base salary to $1,100,000, effective October 1, 2014, and

Granted Ms. Morrison 82,238 TSR restricted share units and 44,823 EPS restricted share units on October 1, 2014, which represented 100% of her target LTI amount.

In June 2015, the Committee reviewed Ms. Morrison’s AIP and LTI targets compared to other CEOs in the Compensation Peer Group and determined it was appropriate to raise her AIP target for fiscal 2016 to 150% of base salary and to raise her LTI target for fiscal 2016 to 550% of base salary.

In September 2015, the Committee and the Board evaluated Ms. Morrison’s performance based on the Company’s performance for fiscal 2015 against the goals in the fiscal 2015 AIP scorecard and her individual performance as determined by the Committee and the Board in the CEO evaluation process. Based on this review, the Committee:

Determined that Ms. Morrison’s AIP award for fiscal 2015 was $1,416,800, which represented 92% of her target amount.

Her award was based on the Committee’s evaluation of fiscal 2015 Company performance against the goals in the AIP scorecard, and her individual performance during the fiscal year, including her leadership in the following areas: achievement of financial results and maintenance of financial controls, management of operations, talent management and succession planning, internal and external communications, strategic planning, and achievement of strategic and business objectives.

Compensation and Organization Committee Report

The Compensation and Organization Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management, and based on such reviews and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and Organization Committee

Les C. Vinney, Chair

Bennett Dorrance

Randall W. Larrimore

Marc B. Lautenbach

Mary Alice D. Malone

Nick Shreiber

Executive Compensation Tables

2015 Summary Compensation Table

The following Summary Compensation Table provides information concerning the compensation of our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers (“named executive officers” or “NEOs”) for fiscal 2015. Fiscal 2013 information is not included for Anthony P. DiSilvestro, and fiscal 2014 and 2013 information is not included for Jeffrey T. Dunn because they were not named executive officers during those fiscal years. The principal position shown in the table for each NEO is as of August 2, 2015. For a complete understanding of the table, please read the narrative disclosures that follow the table.


Name and Principal Position (a)	Year (b)		Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Denise M. Morrison		2015	$	1,091,667	$	0	$	5,437,927	$	0	$	1,416,800	$	1,296,770	$	182,313	$	9,425,477
President and		2014	$	1,041,667	$	0	$	5,384,353	$	0	$	1,102,500	$	1,946,562	$	212,007	$	9,687,089
Chief Executive Officer		2013	$	991,667	$	0	$	5,313,818	$	0	$	1,680,000	$	540,635	$	182,322	$	8,708,442
Anthony P. DiSilvestro		2015	$	587,733	$	0	$	1,381,046	$	0	$	551,034	$	515,003	$	72,042	$	3,106,858
Senior Vice President and		2014	$	485,980	$	0	$	696,055	$	0	$	299,250	$	661,382	$	72,117	$	2,214,784
Chief Financial Officer
Mark R. Alexander		2015	$	657,875	$	0	$	2,197,404	$	0	$	474,147	$	508,099	$	80,218	$	3,917,743
President –		2014	$	620,782	$	0	$	1,527,987	$	0	$	405,007	$	834,208	$	91,779	$	3,479,763
Americas Simple Meals and		2013	$	590,703	$	0	$	1,729,137	$	0	$	741,020	$	0	$	86,465	$	3,147,325
Beverages
Jeffrey T. Dunn		2015	$	700,000	$	639,401	$	5,067,962	$	0	$	490,000	$	0	$	70,282	$	6,967,645
President –
Campbell Fresh
Luca Mignini		2015	$	674,042	$	0	$	1,938,748	$	0	$	687,611	$	0	$	223,906	$	3,524,307
President –		2014	$	660,833	$	0	$	1,032,159	$	0	$	335,584	$	0	$	249,581	$	2,278,157
Global Biscuits and Snacks		2013	$	344,220	$	600,000	$	1,843,032	$	0	$	298,567	$	0	$	30,608	$	3,116,427

Salary (Column C)

The amounts reported in this column represent base salaries paid to each of the NEOs for fiscal 2015, 2014 and 2013, if the individual was a NEO in those years.

Bonus (Column D)

The amount reported in this column for Mr. Dunn for fiscal 2015 represents a retention bonus paid to Mr. Dunn during fiscal 2015 that was agreed to in 2012 in connection with the Company’s acquisition of Bolthouse Farms. In 2012, Mr. Dunn agreed to remain employed by the Company for a period of two years to assist with the integration of Bolthouse Farms and to defer receipt of a portion of the payment for his equity interest in Bolthouse Farms until the end of such two-year period. In exchange, we agreed to pay Mr. Dunn a 25% premium over the value of the amount deferred at the end of the two-year period. The amount reported above is this premium.

Stock Awards (Column E)

The amounts reported in this column represent the aggregate grant date fair value of the stock awards, calculated in accordance with FASB ASC Topic 718, for the listed fiscal year. The assumptions we used in calculating these amounts are included in Note 17 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended August 2, 2015 (“2015 Form 10-K”). The amounts reported in the Summary Compensation Table for these awards assume a future payout at the target level and may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on our actual operating and TSR performance and the NEO’s continued employment. If our

performance results in a future payout at the maximum level, the aggregate grant date fair value of the stock awards granted in fiscal 2015 would have been as follows: Ms. Morrison, $9,006,225; Mr. DiSilvestro, $2,287,244; Mr. Alexander, $3,311,266; Mr. Dunn, $7,114,619; and Mr. Mignini, $2,882,913. For additional information on grant date fair value and estimated future payouts of stock awards, see the 2015 Grants of Plan-Based Awards table on page 43, and to see the value of stock awards actually realized by the NEOs in fiscal 2015, see the 2015 Option Exercises and Stock Vested table on page 45.

Option Awards (Column F)

No stock options were granted to NEOs in fiscal years 2015, 2014 or 2013; therefore, there is no amount to report above. No NEOs exercised option awards in fiscal 2015, and no NEO held outstanding option awards at 2015 fiscal year-end.

Non-Equity Incentive Plan Compensation (Column G)

The amounts reported in this column for Ms. Morrison and Messrs. DiSilvestro, Alexander and Mignini reflect the amounts earned and paid to each individual for fiscal 2015, 2014 and 2013 under the AIP, if the individual was a NEO in those years. The amount reported in this column for Mr. Dunn reflects the amount earned and paid to Mr. Dunn for fiscal 2015 under the Bolthouse AIP. Payments under the AIP and the Bolthouse AIP were calculated as described in the CD&A beginning on page 24.

Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column H)

The change in pension amounts reported for fiscal 2015 are comprised of changes between August 4, 2014 and August 2, 2015 in the actuarial present value of the accumulated pension benefits for each eligible NEO. Eligible NEOs receive pension benefits under the same formula applied to all eligible U.S.-based salaried employees, except for benefits accrued under the MCHP. The assumptions used by in calculating the change in pension value are described on page 49.

The values reported in this column are theoretical, as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing our consolidated audited financial statements for the years ended August 3, 2014 and August 2, 2015. Our pension plans utilize a different method of calculating actuarial present value for the purpose of determining a lump-sum payment, if any, under the plans. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a NEO will actually accrue under our pension plans during any given year. Messrs. Dunn and Mignini are not eligible to participate in our pension plans. The material provisions of our pension plans and deferred compensation plans are described beginning on page 46 and on page 50.

No NEO received above-market earnings (as this term is defined by the SEC) on their nonqualified deferred compensation accounts during fiscal 2015.

All Other Compensation (Column I)

The amounts reported in this column reflect, for each NEO, the sum of (i) the incremental cost to Campbell of all perquisites and other personal benefits; (ii) any amounts contributed by Campbell to the applicable 401(k) plan and any 401(k) supplemental program, which are part of our deferred compensation plans; (iii) Executive Retirement Contributions; and (iv) any premiums paid by Campbell for executive long-term disability benefits.

The following table outlines those (i) perquisites and other personal benefits and (ii) all other additional compensation required by the SEC rules to be separately quantified:


Name	Personal Choice(1)		401(k) Company Contribution		401(k) Supplemental Company Contribution(2)		Executive Retirement Contribution(3)		Long- Term Disability		Other			Total
Denise M. Morrison	$	48,000	$	10,600	$	77,367	$	0	$	5,574	$	40,772	(4)	$	182,313
Anthony P. DiSilvestro	$	32,000	$	10,600	$	25,079	$	0	$	4,363	$	0		$	72,042
Mark R. Alexander	$	32,000	$	10,600	$	32,115	$	0	$	4,199	$	1,304	(5)	$	80,218
Jeffrey T. Dunn	$	0	$	0	$	0	$	0	$	0	$	70,282	(6)	$	70,282
Luca Mignini	$	32,000	$	18,400	$	52,474	$	100,963	$	4,028	$	16,041	(7)	$	223,906

(1)	See page 38 for a description of the Personal Choice program

(2)	See page 50 for a description of the supplemental 401(k) program.

(3)	This amount is unvested and is subject to forfeiture if the vesting criteria are not met. See page 50 for a description of the Executive Retirement Contribution.

(4)	Other compensation consists of driver, vehicle and transportation expenses.

(5)	Other compensation consists of transportation expenses and expenses associated with an overseas assignment.

(6)	Other compensation includes $41,995 of housing expenses and $18,000 of vehicle expenses; the remainder includes $5,200 of premiums for a supplemental executive life insurance policy, $4,907 for related tax reimbursements, and amounts related to other health and wellness benefits.

(7)	Other compensation consists of relocation and housing expenses.

Total Compensation (Column J)

The amounts reported in this column are the sum of columns C through I for each of the NEOs. All compensation amounts reported in this column include amounts paid and amounts deferred.

2015 Grants of Plan-Based Awards


				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: # of Stock Units (#)		Grant Date Fair Value of Stock Awards ($)
Name	Type of Award	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: # of Stock Units (#)		Grant Date Fair Value of Stock Awards ($)
Denise M. Morrison	TSR Grant		10/1/2014		—		—		—		41,119		82,238		164,476		—	$	3,568,299
	EPS Grant		10/1/2014								44,283		44,283		44,283		—	$	1,869,628
	AIP		—	$	0	$	1,540,000	$	3,080,000		—		—		—		—		—
Anthony P. DiSilvestro	TSR Grant		10/1/2014		—		—		—		10,442		20,885		41,770		—	$	906,198
	EPS Grant		10/1/2014								11,247		11,247		11,247		—	$	474,848
	AIP		—	$	0	$	544,500	$	1,089,000		—		—		—		—		—
Mark R. Alexander	TSR Grant		10/1/2014		—		—		—		12,835		25,671		51,342		—	$	1,113,862
	EPS Grant		10/1/2014								13,824		13,824		13,824		—	$	583,649
	Time-Lapse Grant		2/1/2015		—		—		—		—		—		—		10,929	$	499,892
	AIP		—	$	0	$	612,000	$	1,224,000		—		—		—		—		—
Jeffrey T. Dunn	Performance Grant		10/1/2014		—		—		—		77,562		96,953		145,429		—	$	4,093,356
	Performance Grant		10/1/2014		—		—		—		11,542		23,084		23,084		—	$	974,606
	Special Performance Cash Incentive		10/1/2014	$	0	$	1,800,000	$	2,700,000
	Bolthouse AIP		—	$	0	$	700,000	$	1,155,000		—		—		—		—		—
Luca Mignini	TSR Grant		10/1/2014		—		—		—		10,880		21,760		43,520		—	$	944,164
	EPS Grant		10/1/2014								11,717		11,717		11,717		—	$	494,692
	Time-Lapse Grant		2/1/2015		—		—		—		—		—		—		10,929	$	499,892
	AIP		—	$	0	$	541,000	$	1,082,000		—		—		—		—		—

The Committee sets dollar targets for grants to NEOs under the LTI Program. The dollar targets may be expressed as a percentage of salary or as some other amount and converted to units based upon Campbell’s average closing stock price during the last 20 trading days in the month of August prior to the grant date. The Committee’s practice is to approve LTI grants at its September meeting with a grant date of October 1. The performance period for TSR performance-based grants made during fiscal 2015 is fiscal years 2015-2017. The performance period for the performance-based grants made to Mr. Dunn during fiscal 2015 is fiscal years 2015-2016. The performance period for EPS performance-based grants made during fiscal 2015 is fiscal year 2015. The target units are credited to the NEOs on the grant date. For units granted in fiscal 2015, dividend equivalents will not be paid on the units during the performance period. Instead, accumulated dividend equivalents will be paid in cash on the restricted share units that vest at the end of the performance period when the grants are paid out.

The Committee certifies the attainment of performance goals, and any earned shares are distributed to participants following the end of the applicable performance period. See the description in the CD&A beginning on page 34 for information about targets, performance goals and payment of shares. The grants have specific rules related to the treatment of the units in the event of termination for cause, voluntary resignation, retirement, involuntary termination and change in control. These provisions are described under Potential Payments Upon Termination or Change in Control beginning on page 50.

The amounts listed under the Estimated Possible Payments under Non-Equity Incentive Plan Awards columns represent the minimum, target and maximum payouts for each executive for fiscal 2015 under the applicable annual incentive plan. For Mr. Dunn, the amounts listed under the Estimated Possible Payments under Non-Equity Incentive Plan Awards columns also include the cash portion of a special performance incentive established for Mr. Dunn in fiscal 2015; the performance period for this incentive is fiscal years 2015-2016. The amounts listed under the Grant Date Fair Value of Stock Awards column were calculated based on the target level for each award. Amounts awarded for fiscal 2015 to each NEO are listed in the 2015 Summary Compensation Table on page 40.

2015 Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the holdings of restricted share units by each of the NEOs at fiscal year-end. This table includes unvested time-lapse restricted share units; and unvested performance-restricted share units. None of the NEOs held any unexercised stock options at 2015 fiscal year-end. Each equity grant is shown separately for each NEO. The footnotes below the table describe the vesting schedules for the unvested stock awards. The market value of the stock awards is based on the closing market price of Campbell stock on July 31, 2015, which was $49.31. The performance-restricted share units, which were initially granted on October 1, 2012, October 1, 2013 and October 1, 2014, are subject to specific goals during the applicable performance period as explained in the CD&A beginning on page 34. The market value as of July 31, 2015, shown below assumes the satisfaction of these goals at target. For additional information about the stock awards, see the description of the LTI Program in the CD&A beginning on page 34.


	Stock Awards
Name	Grant Date for Restricted Units			Number of Unvested Stock Units (#)		Market Value of Unvested Stock Units ($)		Equity Incentive Plan Awards: Number of Unvested Stock Units (#)		Equity Incentive Plan Awards: Market Value of Unvested Stock Units ($)
Denise M. Morrison		10/1/2012	(1)						50,685	$	2,499,277
		10/1/2013	(1)						47,738	$	2,353,961
		10/1/2014	(1)						82,238	$	4,055,156
		10/1/2013	(2)						47,738	$	2,353,961
		10/1/2012	(3)						14,482	$	714,107
		10/1/2013	(3)						27,279	$	1,345,127
		10/1/2014	(3)						44,283	$	2,183,595
Anthony P. DiSilvestro		10/1/2012	(1)						7,211	$	355,574
		10/1/2013	(1)						6,171	$	304,292
		10/1/2014	(1)						20,885	$	1,029,839
		10/1/2013	(2)						6,171	$	304,292
		10/1/2012	(3)						2,061	$	101,628
		10/1/2013	(3)						3,527	$	173,916
		10/1/2014	(3)						11,247	$	554,590
Mark R. Alexander		10/1/2012	(1)						16,493	$	813,270
		10/1/2013	(1)						13,547	$	668,003
		10/1/2014	(1)						25,671	$	1,265,837
		10/1/2013	(2)						13,547	$	668,003
		10/1/2012	(3)						4,713	$	232,398
		10/1/2013	(3)						7,742	$	381,758
		10/1/2014	(3)						13,824	$	681,661
		2/1/2015	(4)		10,929	$	538,909
Jeffrey T. Dunn		8/1/2014	(5)		11,305	$	557,450
		10/1/2014	(6)						23,084	$	1,138,272
		10/1/2014	(7)						96,953	$	4,780,752
Luca Mignini		10/1/2013	(1)						9,151	$	451,236
		10/1/2014	(1)						21,760	$	1,072,986
		10/1/2013	(2)						9,151	$	451,236
		10/1/2013	(3)						5,230	$	257,891
		10/1/2014	(3)						11,717	$	577,765
		2/1/2013	(8)		16,699	$	823,428
		2/1/2015	(4)		10,929	$	538,909

(1)	These are TSR performance-restricted share units which vest 100% in 3 years from the date of grant, provided we achieve a TSR ranking that results in a 100% payment (see page 35 of the CD&A).

(2)	These are SPUs which vest 100% in 3 years from the date of grant, provided we meet the net sales and EPS growth targets required for 100% payment (see page 35 of the CD&A).

(3)	These are EPS performance-restricted share units which vest 1/3 in 1 year, 1/3 in 2 years, and 1/3 in 3 years, provided the fiscal year EPS performance goal is achieved (see page 36 of the CD&A).

(4)	These are time-lapse restricted share units which vest 100% on the second anniversary of the grant date.

(5)	These are time-lapse restricted share units which vest in equal installments on each of the first two anniversaries of the grant date.

(6)	These are performance-restricted share units which vest 100% on the second anniversary of the grant date, provided the Bolthouse Farms performance goals required for 100% payment are met (see page 37 of the CD&A).

(7)	These are performance-restricted share units which vest 40% on the first anniversary of the grant date and 60% on the second anniversary of the grant date, provided the Bolthouse Farms performance goals required for payment are met (see page 36 of the CD&A).

(8)	These are time-lapse restricted share units which vest in equal installments on each of the first three anniversaries of the grant date.

2015 Option Exercises and Stock Vested

The following table provides information on the number of shares acquired by each NEO upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax. No NEOs exercised stock options during fiscal 2015.


	Stock Awards
Name	Number of Shares Acquired on Vesting(#)		Value Realized on Vesting($)
Denise M. Morrison(1)		61,516	$	2,628,579
Anthony P. DiSilvestro(2)		8,679	$	370,854
Mark R. Alexander(3)		18,265	$	780,463
Jeffrey T. Dunn(4)		69,377	$	3,008,081
Luca Mignini(5)		19,313	$	875,508

(1)	Ms. Morrison received an aggregate of 61,516 shares at a market price of $42.73 on September 30, 2014, upon the vesting of 17,740 SPUs and 43,776 EPS performance-restricted share units.

(2)	Mr. DiSilvestro received an aggregate of 8,679 shares at a market price of $42.73 on September 30, 2014, upon the vesting of 2,523 SPUs and 6,156 EPS performance-restricted share units.

(3)	Mr. Alexander received an aggregate of 18,265 shares at a market price of $42.73 on September 30, 2014, upon the vesting of 5,772 SPUs and 12,493 EPS performance-restricted share units.

(4)	Mr. Dunn received 58,073 shares at a market price of $42.20 on August 6, 2014 upon the vesting of time-lapse restricted stock units and 11,304 shares at a market price of $49.31 on August 1, 2015, upon the vesting of time-lapse restricted share units.

(6)	Mr. Mignini received 2,614 shares at a market price of $42.73 on September 30, 2014, upon the vesting of EPS performance-restricted share units, and 16,699 shares at a market price of $45.74 on February 1, 2015, upon the vesting of time-lapse restricted share units.

2015 Pension Benefits


Name (a)	Plan Name (b)	Number of Years of Credited Service (#) (c)		Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)
Denise M. Morrison	Retirement and Pension Plan		12.3	$	292,534	$	0
	Mid-Career Hire Pension Plan		12.3	$	8,148,358	$	0
Anthony P. DiSilvestro	Retirement and Pension Plan		19.2	$	694,362	$	0
	Mid-Career Hire Pension Plan		19.2	$	3,414,979	$	0
Mark R. Alexander	Retirement and Pension Plan		22.9	$	655,998	$	0
	Mid-Career Hire Pension Plan		22.9	$	2,784,429	$	0
Jeffrey T. Dunn	Not applicable		0	$	0	$	0
	Not applicable		0	$	0	$	0
Luca Mignini	Not applicable		0	$	0	$	0
	Not applicable		0	$	0	$	0

Eligible NEOs participate in two defined benefit plans: (1) the Retirement and Pension Plan (“Qualified Plan”) and (2) the Mid-Career Hire Pension Plan (“MCHP”). Messrs. Dunn and Mignini are not eligible to participate in either plan, as both plans were closed to new participants prior to the start of their respective employment with Campbell.

The Qualified Plan

The Qualified Plan was established and designed to provide funded, tax-qualified pension benefits for eligible U.S.-based employees up to the limits allowed under the IRC. The Qualified Plan became a cash balance pension plan on May 1, 1999. Participants who had an accrued benefit as of April 30, 1999, including Mr. Alexander and Mr. DiSilvestro, are eligible to receive the greater of their pension benefit under the prior benefit formula, which is based on final average pay, or the cash balance benefit. Employees who became participants in the Qualified Plan on or after May 1, 1999, including Ms. Morrison, are eligible only for the cash balance benefit. The pension benefits calculated under the prior benefit formula were frozen on April 30, 2014.

In January 2010, the Board took action to close the Qualified Plan to new participants, effective December 31, 2010, and, instead, offer eligible employees new enhancements to our 401(k) plan. This action is consistent with our efforts to move towards defined contribution plans as the vehicle for offering retirement benefits to its employees. The Qualified Plan remains available to all active participants as of December 31, 2010.

A participant in the Qualified Plan receives an account consisting of an opening account balance, pay credits and interest credits.

Opening Account Balance: If an employee was an active participant on April 30, 1999, he or she would receive an opening account balance consisting of an age 65 benefit accrued under the Qualified Plan as of December 31, 1998, converted to a lump-sum cash value using an interest rate of 5.25% and the 1983 unisex Group Annuity Mortality table. If an employee became a participant on or after May 1, 1999, the opening account balance is zero.

•

Pay Credits: Pay credits equal a percentage of a participant’s eligible compensation, which is limited by the IRC. Pay credits are credited as of the last day of each calendar year and made based upon the following formula:


Age as of December 31 of Prior Calendar Year	Pay Credit Rate
Less than 30		4.5	%
30 but less than 40		5.5	%
40 but less than 50		7.0	%
50 but less than 60		8.0	%
60 or more		9.0	%

If a participant terminates employment before the end of a calendar year, he or she will be credited with pay credits as of the last day of the month in which employment ended.

Interest Credits: Interest is credited to a participant’s cash balance account as of the last day of each calendar year and is based on the average annual yield on the 30-year U.S. Treasury securities for November of the prior calendar year. Interest credits will never be less than 2.5% or more than 10%.

Eligible compensation includes non-deferred base pay and AIP payments, deferred compensation attributable to pre-tax contributions for medical and dental premiums and 401(k) plan deferrals. Under the Qualified Plan, the participating named executive officers are not eligible for unreduced benefits before attaining the normal retirement age of 65. The exceptions are Mr. Alexander and Mr. DiSilvestro, who will each be eligible for an unreduced benefit after attaining age 62. In addition, we do not credit extra service beyond the actual years of an employee’s participation in the plan. Qualified Plan participants are 100% vested in their accrued benefit after attaining three years of service. Lump-sum payments are available as a form of distribution under the Qualified Plan.

The Present Value of Accumulated Benefit is the lump-sum present value of the annual pension benefit that was earned as of August 2, 2015 and that would be payable at age 65. The present value of accumulated benefits for the Qualified Plan was determined in this manner for Ms. Morrison, but not for Mr. Alexander and Mr. DiSilvestro. Because Mr. Alexander and Mr. DiSilvestro had an accrued benefit on April 30, 1999, their benefits are determined using the prior plan formula of 1% of their Final Average Pay up to the Social Security Covered Compensation amount plus 1.5% of their Final Average Pay in excess of the Social Security Covered Compensation times their years of service. Final Average Pay is the average of eligible compensation earned in the highest five calendar years, whether or not consecutive, during the last ten years of employment. Social Security Covered Compensation is the un-indexed average of the taxable wage base in effect for each calendar year during the 35-year period ending with the last day of the calendar year in which the participant ceases to be employed by us. Under the prior plan formula, if a participant continues to work for Campbell until at least age 55 with five years of service, the benefit is reduced 5% per year for each year that the benefit commences prior to age 62. If the participant terminates employment after attaining age 62, he or she is eligible for an unreduced benefit. The present value of Mr. Alexander’s and Mr. DiSilvestro’s accumulated benefit is the lump-sum present value of the annual pension benefit that was earned as of August 2, 2015, and that would be payable at age 62.

The Mid-Career Hire Pension Plan

The MCHP was established as an unfunded, nonqualified plan for certain U.S.-based senior executives. It was intended to provide a participant with a pension benefit that approximates the pension earned by an employee who worked his or her entire career for Campbell. We established the MCHP to attract and retain more experienced executives who were hired mid-career and would be unable to accumulate a full pension over an entire career with a single employer. The MCHP also provides benefits in excess of the IRC limits that are applicable to the Qualified Plan.

The benefit provided under the MCHP is payable as an annuity beginning on the first day of the seventh month following termination of employment. Depending on a participant’s age and years of service, he or she will be eligible to receive an MCHP benefit under either the income replacement formula or the excess benefit formula. If a participant satisfies the eligibility criteria such that he or she is eligible for an MCHP benefit under both formulas, the formula resulting in the higher benefit will apply.

In May 2010, the Committee determined to close the MCHP to any new participants, effective December 31, 2010, and instead, offer eligible senior executives a new nonqualified defined contribution account, which is further described below under “Executive Retirement Contribution.” Like the closure of the Qualified Plan, this action is consistent with our efforts to move toward defined contribution plans as the vehicle for offering retirement benefits to our employees. The current MCHP design will be maintained for all active participants.

Income Replacement Formula

A participant hired or promoted into an eligible salary grade on or before December 31, 2010 and who is age 55 with at least five years of employment is eligible for an MCHP benefit under the income replacement formula. If such a participant terminates employment on or after age 62, the MCHP benefit is calculated as an annual single life annuity equal to 37.5% of a participant’s Adjusted Final Pay reduced by the Qualified Plan benefit. If the participant terminates before age 62, the single life annuity will be reduced by 5% per year for each year that the benefit commences prior to age 62. Adjusted Final Pay is equal to the average of eligible compensation earned in the highest five calendar years, whether or not consecutive, during the last 10 years of a participant’s career as a covered employee. Participants are eligible for unreduced pensions under the income replacement formula beginning at age 62.

Excess Benefit Formula

A participant hired or promoted into an eligible salary grade on or before December 31, 2010 and who has at least three years of service is eligible for an MCHP benefit under the excess benefit formula. If such a participant terminates employment on or after three years of service, the benefit is calculated using the pension formula under the Qualified Plan described above but only on eligible compensation in excess of the IRC limit on compensation. Participants shall receive reduced pensions under the excess benefit formula if they begin to receive payments before normal retirement age, which is age 65.

The MCHP defines eligible compensation in the same manner as in the Qualified Plan. In addition, the MCHP provides benefit accruals on base pay or AIP payments that are deferred. Ms. Morrison and Mr. DiSilvestro are vested in the MCHP benefit using the income replacement formula as they have satisfied the age and service criteria. Currently, none of the NEOs have attained age 62. We do not grant extra years of service for the pension benefit portion of the MCHP benefit. The Present Value of Accumulated Benefit is the lump sum present value of the annual pension benefit that was earned as of August 2, 2015, and that would be payable under the MCHP at age 62. A lump-sum form of payment was used for purposes of completing the Pension Benefit Table, although a lump-sum form of payment is not available under the MCHP.

Executive Retirement Contribution

Following the closure of the MCHP to new participants, the Committee implemented an Executive Retirement Contribution for eligible U.S.-based senior executives who were hired on or after January 1, 2011. The Executive Retirement Contribution is intended to attract experienced executives and provide retirement benefits to these executives, who are not eligible to participate in the MCHP. Executive Retirement Contributions are subject to a vesting schedule, which is designed to balance attraction and retention objectives.

We will credit an eligible participant’s Supplemental Retirement Plan account with an Executive Retirement Contribution equal to 10% of the participant’s base salary and annual incentive. The Executive Retirement Contributions are subject to an age-graded vesting schedule and do not begin to vest until the participant has attained age 55 and completed at least five years of service with Campbell. The table below provides details on the vesting criteria:


Vesting Percentage		Criteria
50%		Age 55 and at least 5 years of service
60%		Age 56 and at least 5 years of service
70%		Age 57 and at least 5 years of service
80%		Age 58 and at least 5 years of service
90%		Age 59 and at least 5 years of service
100%		Age 60 and at least 5 years of service

Mr. Mignini is the only NEO who received an Executive Retirement Contribution in fiscal 2015, and the amounts credited to him are unvested. For additional information on the Executive Retirement Contribution to Mr. Mignini, please see the 2015 Nonqualified Deferred Compensation Table and accompanying narrative beginning on page 49.

Assumptions

For purposes of determining the Present Value of Accumulated Benefits, the following assumptions were used:


Fiscal Year Ended	2015	2014	2013
ASC 715 Discount Rate	4.2%	4.3%	4.8%
Retirement Age for Qualified Plan	65 for cash balance or 62 for the prior plan formula	65 for cash balance or 62 for the prior plan formula	65 for cash balance or 62 for the prior plan formula
Retirement Age for MCHP	62	62	62
Pre-retirement Mortality or Disability	None	None	None
Post-retirement Mortality	104% of RP-2014 backed to 2006 with mortality improvement projected generationally at scale BB-2D	RP2000Proj2014 M/F	1994 GAM M/F
Cash Balance Interest Rate	3.00%	3.50%	3.50%
Form of Payment	Lump sum using ASC 715 assumption methods	Lump sum using ASC 715 assumption methods	Lump sum using ASC 715 assumption methods

The accumulated benefit is calculated based on credited service and pay as of August 2, 2015. The values reported in the Present Value of Accumulated Benefit column are theoretical and are calculated and presented according to SEC requirements. These values are based on assumptions used in preparing the Company’s consolidated audited financial statements for the year ended August 2, 2015. Our pension plans use a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, under the plans. Using applicable plan assumptions, the lump sum present value of the two defined benefit plans combined as of August 2, 2015 and payable as of September 1, 2015 was as follows: Ms. Morrison: $8,962,676; Mr. DiSilvestro: $3,995,074; and Mr. Alexander: $2,337,840. Mr. Dunn and Mr. Mignini are not eligible to participate in the plans. All benefit calculations set forth in this narrative and in the Pension Benefit Table are estimates only; actual benefits will be based on data, applicable plan assumptions, pay and service at the time of retirement.

2015 Nonqualified Deferred Compensation


Name	Plan Name	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/ Distributions in Last Fiscal Year ($)		Aggregate Balance at Fiscal Year End(2)(3) ($)
Denise M. Morrison	Deferred Compensation Plan	$	0	$	0	$	4,946	$	0	$	27,851
	Supplemental Retirement Plan	$	0	$	77,367	$	219,664	$	0	$	1,538,935
Anthony P. DiSilvestro	Deferred Compensation Plan	$	0	$	0	$	419	$	0	$	2,362
	Supplemental Retirement Plan	$	0	$	25,079	$	9,748	$	0	$	135,126
Mark R. Alexander	Deferred Compensation Plan	$	0	$	0	$	194	$	0	$	1,092
	Supplemental Retirement Plan	$	0	$	32,115	$	23,976	$	0	$	262,547
Jeffrey T. Dunn	Bolthouse Farms Deferred Compensation Plan	$	0	$	0	$	0	$	0	$	0
Luca Mignini	Deferred Compensation Plan	$	0	$	0	$	0	$	0	$	0
	Supplemental Retirement Plan	$	0	$	153,437	$	7,652	$	0	$	225,409

(1)	The amounts listed for Ms. Morrison and Messrs. DiSilvestro, Alexander and Mignini are reported in the 2015 Summary Compensation Table under All Other Compensation.

(2)	The amounts listed for Ms. Morrison and Messrs. DiSilvestro, Alexander and Mignini include amounts previously reported in summary compensation tables as salary, annual incentive payments or the value of grants of restricted stock.

(3)	The amount listed for Mr. Mignini includes an Executive Retirement Contribution in fiscal 2015 of $100,963 which is unvested.

The Deferred Compensation Plan and the Supplemental Retirement Plan are unfunded and maintained for the purpose of providing our eligible U.S.-based executives and key managers the opportunity to defer a portion of their earned compensation. Currently, participants may defer a portion of their annual incentive compensation. The ability of executives to defer all or a portion of their long-term incentive awards was eliminated in fiscal 2009, and the ability to defer base salary was eliminated as of January 1, 2011.

Each participant’s contributions to the plans are credited to an investment account in the participant’s name. Gains and losses in the participant’s account are based on the performance of the investment choices the participant has selected. For deferral accounts, seven investment choices are available, including the Campbell Stock Account. In addition to the Stock Account, participants have the opportunity to invest in: (i) Vanguard’s Institutional Index Fund; (ii) Vanguard’s Extended Market Index Fund; (iii) Vanguard’s Total International Stock Index Fund; (iv) Vanguard’s Total Bond Market Index Fund; (v) Vanguard’s Short-Term Bond Index Fund and (vi) BlackRock’s Liquidity TempFund. A participant may reallocate his or her investment account at any time among the seven investment choices, except that reallocations of the Stock Account must be made in compliance with our policies on trading Campbell stock. Dividends on amounts invested in the Stock Account may be reallocated among the seven investment accounts.

We credit a participant’s Supplemental Retirement Plan account with an amount equal to the matching contribution that we would have made to the participant’s 401(k) plan account if the participant had not deferred compensation under the plans. In addition, for those individuals whose base salary and annual incentive compensation exceed the IRC indexed compensation limit for the 401(k) plan ($260,000 for calendar year 2014 and $265,000 for calendar year 2015) and who defer a certain percentage of eligible pay to the 401(k) plan, we credit such individual’s account with an amount equal to the matching contribution we would have made to the 401(k) plan but for the compensation limit (supplemental 401(k) program). These contributions are fully vested. Except as described above, there is no Company match on deferred compensation.

We will also credit an eligible participant’s Supplement Retirement Plan account with an Executive Retirement Contribution equal to 10% of the participant’s base salary and annual incentive. Eligible participants are U.S.-based senior executives who were hired on or after January 1, 2011 and who do not participate in the MCHP. The Executive Retirement Contributions do not begin to vest until the participant has attained age 55 and completed at least five years of service with Campbell. For additional information on the Executive Retirement Contribution and vesting criteria, please see page 48.

Mr. Dunn was not eligible to participate in the Deferred Compensation Plan or Supplemental Retirement Plan in fiscal 2015. Mr. Dunn is eligible to participate in the Bolthouse Farms Deferred Compensation Plan but has never elected to participate and does not have any amounts contributed to that plan. The Bolthouse Farms Deferred Compensation Plan, like the Deferred Compensation Plan and Supplemental Retirement Plan, provides eligible employees with the opportunity to defer a portion of their earned compensation. Because Mr. Dunn did not participate in any deferred compensation plan during fiscal 2015 and has no amounts on deposit under any such plan, there are no amounts to report for him in the table above.

Potential Payments Upon Termination or Change in Control

The following section describes potential incremental payments upon termination of a NEO’s employment under various circumstances.

Termination for Cause

In the event of termination for cause, a NEO will forfeit:

any annual incentive compensation for that fiscal year; and

any unvested time-lapse restricted and performance-restricted share units.

The NEO will be entitled to any vested pension benefits and the vested balance in his or her deferred compensation account.

Voluntary Resignation

In the event of voluntary resignation prior to the end of a fiscal year, a NEO will forfeit:

any annual incentive compensation for that fiscal year; and

any unvested time-lapse restricted and performance-restricted share units.

The NEO will be entitled to any vested pension benefits and the vested balance in his or her deferred compensation account.

Retirement

In the event of retirement after attaining age 55 and five full years of service, a NEO will be entitled to:

A pro rata portion of any annual incentive compensation for the current fiscal year based upon length of employment during the fiscal year. The pro rata portion will be paid out based on business unit/function performance and individual performance as explained in the CD&A.

100% of any unvested time-lapse restricted share units, provided that the executive officer retires at least six months after the grant date. However, the sign-on grant made to Mr. Mignini in fiscal 2013, the retention grant made to Mr. Dunn in fiscal 2014, and the retention grants made to Messrs. Alexander and Mignini in fiscal 2015 require that they continue to be employed by us on the date of vesting.

A pro rata portion of any TSR performance-restricted share units or SPUs based on length of employment during the applicable restriction period, provided the executive officer retires at least six months after the grant date. The pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met, as explained in the CD&A.

100% of any EPS performance-restricted share units at the end of the restriction period based upon our EPS performance as explained in the CD&A, provided the NEO retires at least six months after the grant date.

The NEO will be entitled to any vested pension benefits and the vested balance in his or her deferred compensation account.

Involuntary Termination

In the event of involuntary termination by us for any reason other than cause, a NEO will be entitled to:

A pro rata portion of any annual incentive compensation for the current fiscal year based on length of employment during the fiscal year, provided the officer was employed for at least three months in the fiscal year. The pro rata portion will be paid out based upon business unit/function performance and individual performance as explained in the CD&A.

A pro rata portion of any unvested time-lapse restricted share units based on length of employment during the applicable restriction period, provided the officer was employed for at least six months following the grant date. This includes the sign-on grant made to Mr. Mignini in fiscal 2013, the retention grant made to Mr. Dunn in fiscal 2014, and the retention grants made to Messrs. Alexander and Mignini in fiscal 2015.

A pro rata portion of any TSR performance-restricted share units or SPUs based on length of employment during the applicable restriction period, provided the executive officer was employed for at least six months after the grant date. The pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met, as explained in the CD&A.

A pro rata portion of any EPS performance-restricted share units based on length of employment during the restriction period, provided the executive officer’s employment continued at least six months after the grant date. The pro rata portion will be paid out at the end of the restriction period based upon our EPS performance as explained in the CD&A.

The NEO will be entitled to any vested pension benefits and the vested balance in any deferred compensation account.

We have a regular severance policy that applies to all executive officers, including the NEOs. An executive officer will receive severance benefits equal to two times the officer’s base salary if the officer’s employment is involuntarily terminated by us without cause, except for change in control severance benefits which are described below. The severance benefits also include two years’ of medical benefits and life insurance unless the executive obtains medical benefits or life insurance from another employer.

In order to receive severance payments, executive officers must execute severance agreements that release the Company from any future claims brought by the executive officer, and contain provisions prohibiting the executive officer from disparaging us, soliciting our employees to work elsewhere and competing with us.

Change in Control

Generally, a “Change in Control” will be deemed to have occurred in any of the following circumstances:

(i)

the acquisition of 25% or more of the outstanding voting stock of the Company by any person or entity, with certain exceptions for Dorrance family members;

(ii)

the persons serving as directors of the Company as of a date specified in the agreement, and those replacements or additions subsequently approved by a two-thirds vote of the Board, cease to make up more than 50% of the Board;

(iii)

a merger, consolidation or share exchange in which the shareholders of the Company prior to the merger wind up owning 50% or less of the surviving corporation; or

(iv)

a complete liquidation or dissolution of the Company or disposition of all or substantially all of the assets of the Company.

Under the CIC Agreements with the NEOs, severance pay would equal two and one half years’ base salary and annual incentive compensation. Medical benefits and life insurance would be provided at our expense for the lesser of (i) 30 months or (ii) the number of months remaining until the executive’s 65th birthday. We would pay in a single payment an amount equal to the value of the benefit the executive would have accrued under our pension and 401(k) plans had the executive remained in our employ for an additional 30 months or until his or her 65th birthday, if earlier. The payments of these amounts are listed as “other payments” in the following tables.

Upon a Change in Control and termination of employment within two years thereafter, all restrictions upon any time-lapse restricted share units would lapse immediately and all such units would become fully vested. An executive officer would become vested in, and restrictions would lapse on, the greater of (i) fifty percent (50%) of any performance-restricted share units or (ii) a pro rata portion of such performance-restricted share units based on the portion of the performance period that has elapsed prior to the date of the change in control.

During any fiscal year in which a Change in Control occurs, each participant in the Annual Incentive Plan (a) whose employment is terminated prior to the end of such year or (b) who is in our employ on the last day of such year would be entitled to receive, within 30 days thereafter, a cash payment equal to the greater of (i) his or her target bonus award for such year or (ii) the average of the awards paid or payable to him or her under the AIP for the two most recent fiscal years ended prior thereto. Any amount to be paid to a participant who is not employed for the entire fiscal year would be prorated.

Certain legacy CIC Agreements provide for “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits. In March 2010, the Committee determined that effective for any change in control agreement entered into after January 1, 2011, the provision for “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits would be eliminated. The CIC Agreements with Messrs. Dunn and Mignini do not contain the “gross-up” provision; all other NEOs entered into CIC Agreements prior to January 1, 2011.

Tables

The following tables display the incremental payments that would be made and the value of equity awards that would vest in the event of termination of employment for the reasons listed. If an NEO is eligible to retire, the amounts listed below for voluntary resignation and retirement are the same. As of August 2, 2015, only Ms. Morrison and Mr. DiSilvestro were eligible to retire. In addition to the amounts in the following tables, the NEOs would be entitled to any vested pension benefits and any vested amounts in deferred compensation accounts that are disclosed above in the 2015 Pension Benefits table and the 2015 Nonqualified Deferred Compensation table.

Assumptions

The amounts listed for the NEOs named above assume that termination occurred as of August 2, 2015, and use a stock price of $49.31, which was our stock price on July 31, 2015, the last business day of fiscal 2015. The amounts included in equity for these NEOs with respect to performance-based restricted share units assume that the applicable performance goal was attained and the units paid out at 100% of target, except in the event of a change in control, which assumes a payout in accordance with the terms of the CIC Agreements described above. Also included in the equity amount in the event of a change in control are accrued but unpaid dividend equivalents.

Denise M. Morrison


Incremental Benefits and Payments upon Termination	Voluntary Resignation		Retirement		Involuntary Termination Without Cause		Change in Control
Compensation:
— Annual Incentive Plan (AIP) Award		—		—		—		—
— Equity	$	10,606,680	$	10,606,680	$	10,606,680	$	9,593,518
Benefits & Perquisites:
— Health and Welfare Benefits		—		—	$	25,646	$	32,058
Severance:
— Cash		—		—	$	2,200,000	$	6,600,000
— Excise Tax Gross-Up		—		—		—	$	0
— Other Payments		—		—		—	$	3,195,504

TOTAL:	$	10,606,680	$	10,606,680	$	12,832,326	$	19,421,080

Anthony P. DiSilvestro


Incremental Benefits and Payments upon Termination	Voluntary Resignation		Retirement		Involuntary Termination Without Cause		Change in Control
Compensation:
— Annual Incentive Plan (AIP) Award		—		—		—		—
— Equity	$	1,823,878	$	1,823,878	$	1,823,878	$	1,565,481
Benefits & Perquisites:
— Health and Welfare Benefits		—		—	$	36,034	$	45,043
Severance:
— Cash		—		—	$	1,210,000	$	2,873,750
— Excise Tax Gross-Up		—		—		—	$	0
— Other Payments		—		—		—	$	1,453,768

TOTAL:	$	1,823,878	$	1,823,878	$	3,069,912	$	5,938,042

Mark R. Alexander


Incremental Benefits and Payments upon Termination	Voluntary Resignation		Retirement		Involuntary Termination Without Cause		Change in Control
Compensation:
— Annual Incentive Plan (AIP) Award		—		—		—		—
— Equity		—		—	$	2,928,915	$	3,466,722
Benefits & Perquisites:
— Health and Welfare Benefits		—		—	$	37,340	$	46,675
Severance:
— Cash		—		—	$	1,360,000	$	3,230,000
— Excise Tax Gross-Up		—		—		—	$	0
— Other Payments		—		—		—	$	1,552,868

TOTAL:		—		—	$	4,326,255	$	8,296,265

Jeffrey T. Dunn

Incremental Benefits and Payments upon

Termination

Voluntary
Resignation

Retirement

Involuntary
Termination
Without Cause

Change in Control

Compensation:

— Annual Bolthouse Incentive Plan Award

—