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(Reuters) – Campbell Soup Co (CPB.NThird Point LLC, Daniel Loeb's hedge fund, is in the process of reaching an agreement on the composition of the board of directors of the American food company that will end a proxy contest scheduled to break out this week, announced Sunday close to the question.
FILE PHOTO: The Campbell Soup Co. logo and symbol are displayed on a floor screen of the New York Stock Exchange (NYSE) in New York, United States, on May 18, 2018. REUTERS / Brendan McDermid
As part of the deal being negotiated, Third Point will have two nominees appointed to the Campbell Soup Board of Directors, said the same sources. This arrangement is a concession that Campbell Soup had previously offered, but Third Point refused.
The two nominees appointed to the Third Item to join the Campbell Soup Board of Directors would be Comscore Inc (SCOR.O) President Sarah Hofstetter and former Blue Buffalo CEO Kurt Schmidt have indicated sources, pointing out that there is a possibility that the negotiations may collapse at the last minute.
The two will expand the Campbell Soup Board from 12 to 14 members, and will also participate in the appointment of a third director, as well as the company's search for a new CEO, said the sources. .
Campbell Soup and Third Point did not immediately respond to requests for comment. The Wall Street Journal has for the first time reported on the potential settlement.
Third Point initially sought to oust the entire Campbell Board of Directors, but as a result of investor feedback, it reduced its membership to five. The annual meeting of the company, where investors must vote on the board of directors, is scheduled for November 29.
The deal would be the latest example of a large company having an agreement with an activist shareholder to end a proxy contest. This year, activists launched 42 proxy competitions in US companies and 13 of them were settled, according to Activist Insight data.
One of Third Point's criticisms of Campbell's is the lack of succession planning by the board of directors to replace Denise Morrison, the former CEO, who left unexpectedly in May. Keith McLoughlin, a member of the Board of Directors, has replaced him on an acting basis.
McLoughlin said he was not interested in the high position and that the company was ready to name someone before the end of the year. Third Point is also courting a potential candidate, according to a source close to the file who would not name the person. Third Point has now accepted a standstill agreement that will keep it from questioning Campbell Soup's suspicions, sources said.
McLoughlin had met Loeb last week in an attempt to reach an agreement, said one of the sources.
Report by Svea Herbst-Bayliss in Boston and Greg Roumeliotis in New York; Edited by David Gregorio
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