Monitor the shareholder vote on the LTIP share increase (Item 4) and the regenerative agriculture proposal (Item 5). The 0% vesting of FY2024-2026 performance awards signals severe underperformance. Watch for any activist response to the continued earnings deterioration and whether the compensation committee adjusts targets for FY2027.
Price Chart
Executive Summary
Campbell's 2026 proxy statement reveals a company in significant financial decline: net sales fell 5% to $9.744B, adjusted EPS dropped 27% to $2.17, and EBIT declined 24%. CEO Mick Beekhuizen received total compensation of $10.97M despite the poor performance. The company is seeking shareholder approval to increase the 2022 Long-Term Incentive Plan share reserve by 9M shares (adding ~3% dilution). A shareholder proposal requests a report on regenerative agriculture pesticide reduction outcomes. The Say-on-Pay vote received 99% support last year, but the compensation committee approved AIP payouts at only 66% of target and long-term performance awards vested at 0%.
Key Facts
- Net sales declined 5% to $9.744B; organic net sales down 2% to $9.733B
- Adjusted EPS fell 27% to $2.17; GAAP EPS fell 35% to $1.31
- EBIT decreased 24% to $852M; Adjusted EBIT down 21% to $1.181B
- CEO Beekhuizen total compensation: $10.97M (salary $1.233M, stock awards $8.04M, AIP $1.227M)
- AIP funded at 66% of target; long-term performance awards (TSR and EPS) for FY2024-2026 vested at 0%
- Seeking shareholder approval to add 9M shares to the 2022 LTIP, increasing dilution from 3.54% to ~6.55%
- Shareholder proposal requests report on regenerative agriculture pesticide reduction outcomes
- Last year's Say-on-Pay approval was 99%
- Board increased director retirement age from 72 to 75
- No related party transactions reported
Financial Impact
Revenue decline of $509M YoY; adjusted EPS decline of $0.80; CEO compensation of $10.97M against $394M net income; proposed dilution of ~3% from LTIP share increase
Risk Factors
- Continued top-line weakness and margin compression may persist into FY2027
- Proposed 9M share dilution from LTIP amendment could pressure EPS further
- Shareholder proposal on pesticide reduction may gain traction given prior 2025 vote
- Executive compensation remains high despite significant financial underperformance
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0000016732-26-000031 |
| Document: 0000016732-26-000031-index-headers.html | 0000016732-26-000031 |
| Document: 0000016732-26-000031-index.html | 0000016732-26-000031 |
| Document: 0000016732-26-000031.txt | 0000016732-26-000031 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | Institutional Cluster | $19.56 | awaiting T+20 | — | $20.49 (+4.75%) |
Oct 7, 2026 20d ago | DEF 14A | $18.90 | awaiting T+20 | — | $20.49 (−8.41%) |
Oct 5, 2026 21d ago | 8-K | $19.00 | awaiting T+20 | — | $20.49 (+7.84%) |
Sep 3, 2026 7w ago | 8-K | $22.13 $19.62 | ▲ +11.32% | ▲ +10.13% | $20.49 (+7.39%) |
Jul 29, 2026 12w ago | Institutional Cluster | $22.08 $23.28 | ▲ +5.43% | ▲ +1.47% | $20.49 (−7.20%) |
Jun 17, 2026 18w ago | 8-K | $21.15 $22.65 | ▲ +7.09% | ▲ +6.56% | $20.49 (−3.12%) |
Jun 11, 2026 19w ago | Institutional Cluster | $22.73 $21.47 | ▼ −5.54% | ▼ −7.43% | $20.49 (−9.85%) |
Jun 8, 2026 20w ago | 8-K | $21.49 $22.66 | ▼ −5.44% | ▼ −3.81% | $20.49 (+4.65%) |
US Market Status
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