Notice of 2016 Annual Meeting of Shareholders and Proxy Statement Campbell Soup Company 2016 Annual Report Campbell Soup Company CORPORATE PROFILE OUR PURPOSE — REAL FOOD THAT MATTERS FOR LIFE’S MOMENTS For generations, people have trusted Campbell to provide authentic, flavorful and readily available foods and beverages that connect them to each other, to warm memories and to what’s important today. 16.5 $8 THOUSAND (Approximate) BILLION (Approximate) EMPLOYEES GLOBAL SALES 6 100+ CAMDEN, NEW JERSEY COUNTRIES COUNTRIES WORLD HEADQUARTERS WITH MANUFACTURING WHERE PRODUCTS FACILITIES ARE SOLD REPORTABLE SEGMENTS & MAJOR BRANDS Americas Simple Meals and Beverages ® Includes the retail and food service businesses in the U.S., Canada and Latin America. Global Biscuits and Snacks Includes the Pepperidge Farm, Arnott’s and Kelsen businesses, and the simple meals and shelf-stable beverages business in Australia and Asia Pacific. Campbell Fresh Includes the Bolthouse Farms and Garden Fresh Gourmet businesses, and the U.S. refrigerated soup business. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS WHEN Wednesday, November 16, 2016 PROXY VOTING 4:00 p.m. Eastern Time Your vote is important. Even if you plan to attend the annual meeting in person, please vote as soon WHERE as possible using the internet or by telephone, or by completing, signing, dating and returning your Campbell Soup Company proxy card. World Headquarters One Campbell Place Camden, NJ 08103 Using the Internet and voting at the website listed on the proxy card or ITEMS OF BUSINESS the e-proxy notice; 1. Elect 12 director nominees to our Board of Directors for a one-year term. Using the toll-free phone number 2. Ratify the appointment of PricewaterhouseCoopers LLP as listed on the proxy card/voting our independent registered public accounting firm for fiscal instruction form; or 2017. 3. Conduct an advisory vote on our fiscal 2016 executive compensation. Signing, dating and mailing 4. Transact any other business properly brought before the the proxy card in the enclosed meeting. postage paid envelope. RECORD DATE Shareholders of record as of the close of business on September 19, 2016, are entitled to notice of, and to vote at, the Annual Meeting By Order of the Board of Directors, Charles A. Brawley, III Vice President, Corporate Secretary and Associate General Counsel October 7, 2016 IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS On or about October 7, 2016, we began mailing a Notice Regarding Internet Availability of Proxy Materials (“Notice”) to our shareholders, and mailing paper copies of the proxy statement and the accompanying proxy card and other proxy materials to those shareholders who specifically requested paper copies. The proxy materials were also posted to www.envisionreports.com/cpb on this date for access by registered shareholders. Shareholders who do not own shares in their own name, but own shares through a bank or broker, may access our proxy materials, including our annual report for the fiscal year ended July 31, 2016, at www.edocumentview.com/cpb. Campbell Soup Company | 2016 Proxy Statement 01 PROXY STATEMENT SUMMARY The Board of Directors (“Board”) of Campbell Soup Company (the “Company,” “we,” “us,” “our” or “Campbell”) is furnishing this proxy statement and soliciting proxies in connection with the proposals to be voted on at the Campbell Soup Company 2016 Annual Meeting of Shareholders (“Annual Meeting”) and any postponements or adjournments thereof. This summary highlights certain information contained in this proxy statement, but does not contain all of the information you should consider when voting your shares. Please read the entire proxy statement carefully before voting. 2016 Annual Meeting Information Meeting agenda Date November 16, 2016 Proposals Time 4:00 p.m. Eastern Time • Election of 12 director nominees to our Board of Directors for a one-year term Location Campbell Soup Company • Ratification of the appointment of World Headquarters PricewaterhouseCoopers LLP as our independent One Campbell Place registered public accounting firm for fiscal 2017 Camden, NJ 08103 • “Say on Pay” advisory vote on fiscal 2016 executive Record Date September 19, 2016 compensation Admission To attend the meeting in person, you • Transact other business that may properly come before will need an admission ticket and the meeting government-issued photographic identification Stock Symbol CPB Stock New York Stock Exchange (“NYSE”) Exchange Corporate www.campbellsoupcompany.com Website VOTING MATTERS AND VOTE RECOMMENDATION Board Reasons for More Item Recommendation Recommendation Information 1. Election of 12 director nominees FOR The Board and the Governance Committee Page 8 to our Board of Directors for a believe our nominees possess the skills, one-year term. experience and qualifications to effectively monitor performance, provide oversight and support management’s execution of the Company’s long-term strategy. 2. R atification of the appointment of FOR Based on its assessment, the Audit Page 23 PricewaterhouseCoopers LLP as Committee believes that the re-appointment our independent registered public of PricewaterhouseCoopers LLP is in the best accounting firm for fiscal 2017 interests of Campbell and our shareholders. 3. “Say on Pay” advisory vote FOR Our executive compensation program Page 26 on fiscal 2016 executive incorporates a number of compensation compensation governance best practices and reflects our commitment to paying for performance Vote in Advance of the Meeting Vote in Person Internet Telephone Mail Using the Internet and voting Using the toll-free phone Signing, dating and mailing See page 62 for details on at the website listed on the number listed on the proxy the proxy card in the enclosed admission requirements to proxy card or the Notice. card/voting instruction form. postage paid envelope. attend the Annual Meeting. 02 www.campbellsoupcompany.com OUR STRATEGY Our long-term goal is to build shareholder value by driving sustainable, profitable net sales growth. Guided by our purpose - Real food that matters for life’s moments, we are pursuing a dual strategy of strengthening our core businesses while also expanding into faster-growing spaces. This dual strategy is based on our four strategic imperatives: • Elevating trust through real food, transparency and sustainability; • Building our digital marketing and e-commerce capabilities; • Diversifying our portfolio in health and well-being; and • Expanding our presence in developing markets over time. In 2016, we implemented a new enterprise structure that better aligns with our dual strategy. Under the new structure, our businesses are now organized in three divisions focused mainly on product categories with distinct roles and objectives: Americas Simple Meals Global Biscuits and Snacks Campbell Fresh and Beverages Moderate growth, consistent with its Expand in developed and developing Accelerate sales growth of consumer categories, and margin expansion markets while improving margins packaged goods and expand into new packaged fresh categories In support of our new enterprise structure, we also established a new Integrated Global Services organization to deliver shared services and cost savings across the Company. FISCAL 2016 PERFORMANCE In fiscal 2016, Campbell delivered the following results: Financial Results Total Returned to Shareholders Net EBIT EPS Sales $960 $1.81 $7.961 $490 million million per share billion $390 million in dividends $100 million in Adjusted Adjusted Cash share repurchases EBIT EPS Flow $1.467 $2.94 $1.463 billion per share billion  We encourage you to review our Annual Report to TSR Shareholders accompanying this proxy statement for One-year 29.2% more complete financial information. Please see Three-year Appendix A for a reconciliation of the measures not 53.6% cumulative shown in accordance with generally accepted accounting principles (”GAAP”), to their most comparable GAAP measures. In fiscal 2016, we returned $490 million to shareholders through the payment of dividends and share repurchases (excluding anti-dilutive repurchases), and our results translated into 29.2% Total Shareholder Return (TSR), which outpaced the S&P 500 and the S&P Packaged Food Index. Campbell Soup Company | 2016 Proxy Statement 03 ITEM 1 ELECTION OF DIRECTORS DIRECTOR NOMINEES Board Committee Composition Finance Director Comp. & Corp. Name Since Independent Position Audit & Org. Dev. Governance Bennett Dorrance 1989  Managing Director,  (C) DMB Associates Randall W. Larrimore 2002  Former President/CEO,  (C) United Stationers Inc. Marc B. Lautenbach 2014  CEO, Pitney Bowes Inc.   Mary Alice D. Malone 1990  President, Iron Spring   Farm, Inc. Sara Mathew 2005  Former CEO/Chairman, (C)  (Audit Committee The Dun & Bradstreet Financial Expert) Corporation Keith R. McLoughlin 2016  Former CEO, Electrolux AB   Denise M. Morrison 2010 President/CEO, Campbell Soup Company Charles R. Perrin 1999  Former CEO, Avon  (C) Products, Inc. Nick Shreiber 2009  Former President/CEO, (C)  Tetra Pak Group Tracey T. Travis 2011  Chief Financial Officer,   (Audit Committee The Estee Lauder Financial Expert) Companies Inc. Archbold D. van Beuren 2009  Former Senior   Vice President, Campbell Soup Company Les C. Vinney 2003  Former President/CEO, Chairman of the Board STERIS Corporation Committee composition is as of the date of this proxy statement. Current committee assignments are indicated by a (), and committee chairs (or co-chairs, in the case of the Governance Committee) are indicated by (C). Please see pages 19 through 21 for more information. THE CAMPBELL SOUP COMPANY BOARD Independence Tenure Independent: 11 0-5 years: 3 Non Independent: 1 6-10 years: 3 Over 10 years: 6 11 of our 12 Directors are independent, The Board is composed of Directors who including our Chairman. bring a mix of fresh perspectives and All members of all committees are deeper experience, and includes three independent. long-term, significant shareholders who are descendants of our founder. All Directors are vested in the Company’s long-term success. 04 www.campbellsoupcompany.com Skills and Experience As a group, our Directors possess a broad range of experience and skills including: Health and Well-being International Business Corporate Governance Accounting     Marketing/Brand Management Business Leadership     Operational Management  Consumer Packaged Goods    Sales Long-term Investor Perspective Finance/Capital Allocation Financial Expertise/Literacy See Director biographies beginning on page 9 for further detail Corporate Governance Policies Our Corporate Governance Standards were established in 1992 and have evolved ever since to include the following best practices: ƒ Annual election of directors ƒ No shareholder rights plan or “poison pill” ƒ Majority voting standard in uncontested elections ƒ Robust stock ownership guidelines for directors and ƒ Independent Board Chairman executive officers ƒ Independent directors meet in executive session at ƒ Shareholder ability to act by written consent every Board meeting ƒ Annual shareholder ratification of independent auditors ƒ Policy against hedging and pledging (subject to ƒ Board orientation and director education program grandfathering) applicable to all directors and ƒ Annual Board, committee and director evaluations executive officers ITEM 2 R ATIFICATION OF AUDITORS Based on the Audit Committee’s assessment of PricewaterhouseCoopers LLP’s performance, qualifications and independence, it believes their re-appointment for fiscal 2017 is in the best interests of Campbell and our shareholders. Shareholder ratification of the appointment is not required under the laws of the State of New Jersey or our Certificate of Incorporation or By-laws, but as a matter of good corporate governance, the Board is submitting this proposal to shareholders. 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 interests of Campbell and our shareholders. Campbell Soup Company | 2016 Proxy Statement 05 ITEM 3 ADVISORY VOTE ON FISCAL 2016 EXECUTIVE COMPENSATION We offer 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. Our compensation program is designed to link pay to Company, division and individual performance. The objectives of our executive compensation program are to: Align the financial interests of our named executive Provide incentives for achieving and exceeding officers (“NEOs”) with those of our shareholders, in our short-term and long-term goals both the short and long term Attract, motivate and retain highly competent Differentiate the level of compensation based executives by providing total compensation that on individual and business unit performance, is competitive with compensation paid at other leadership potential, and level of responsibility companies in the food, beverage and consumer within the organization products industries Our executive compensation program reflects the following best practices: WE DO WE DO NOT  Maintain a strong alignment between corporate  Have an employment agreement with our Chief performance and compensation Executive Officer  Annually review the risk profile of our compensation  Pay dividends or dividend equivalents to NEOs on programs and maintain risk mitigators unearned equity awards  Use an independent compensation consultant  Reprice stock options without the approval of retained directly by the Compensation and Campbell shareholders Organization Committee  Use “double-trigger” change in control provisions in  Provide tax-gross ups in any change-in-control all incentive plans and agreements agreement entered into after January 1, 2011  Maintain robust stock ownership guidelines for all  Allow executive officers to hedge or pledge Campbell executive officers common stock Our pay mix places the greatest emphasis on performance-based incentives, which are not guaranteed. Approximately 88% of our Chief Executive Officer’s fiscal 2016 target total direct compensation, and approximately 77% of the average fiscal 2016 target total direct compensation of our other NEO’s is at-risk: CEO 88% at-risk Base Salary Bonus LTI 12% 19% 69% Other NEOs 77% at-risk Base Salary Bonus LTI 23% 21% 56% Please see the Compensation Discussion and Analysis, beginning on page 27, for a more detailed discussion of our executive compensation program. 06 www.campbellsoupcompany.com TABLE OF CONTENTS 08 ITEM 1 - ELECTION OF DIRECTORS DE 08 Director Qualifications and Board Composition IRELEC 0159 DDiirreeccttoorr INnodmepineenedsence CTORTION S O F 16 CORPORATE GOVERNANCE POLICIES AND PC OO PRACTICES LR 16 Board Leadership Structure ICP 16 Majority Voting IESOR 16 Process for Nomination and Evaluation of AAT NE Director Candidates D G 17 Evaluations of Board Performance PO RV 17 Transactions with Related Persons AE 18 Board Oversight of Enterprise Risk CR TN 18 Corporate Social Responsibility ICA EN 18 The Board’s Role in Talent Development SC 19 Director Continuing Education E 19 Communicating with the Board 19 Board Meetings and Committees 21 Compensation of Directors 23 ITEM 2 - RATIFICATION OF APPOINTMENT MA OF INDEPENDENT REGISTERED PUBLIC ATUD ACCOUNTING FIRM TIT E R S 26 ITEM 3 - ADVISORY VOTE ON FISCAL 2016 IT EXECUTIVE COMPENSATION EM 3 27 COMPENSATION DISCUSSION AND ADC ANALYSIS (“CD&A”) NDISCOM 28 How Did We Perform? AUP NSE 28 What Are Our Compensation Practices? ASN 334203 HHOHooothwwwe rADD NrooeE WW OCoees?m CMpoaemnnapsgeaenti soRanist eDk soe ucRires CiloaEtneOsd M atnoad dO e u?r LYSIS (“CION SATION Compensation Program? D & 43 Compensation and Organization A ” Committee Report ) 44 EXECUTIVE COMPENSATION TABLES TCE AOX BME L C EPU SENT SIV AE WHERE TO OBTAIN FURTHER INFORMATION T Shareholders may receive copies of our Annual Report IO N on Form 10-K for the fiscal year ended July 31, 2016, Code of Business Conduct and Ethics, Corporate Governance 58 VOTING SECURITIES AND PRINCIPAL SAV HNO Standards, and the charters of the four standing committees SHAREHOLDERS ADT of the Board of Directors, without charge, by: 5598 OPrwinnceipraslh Siph oarfe Dhioreldcetorsrs and Executive Officers REHO PRINING S (1) w riting to Investor Relations, Campbell Soup Company, 59 Compliance with Section 16(a) of the LCE 1 Campbell Place, Camden, NJ 08103; Exchange Act DEIPACU RLR S IT (2) calling 1-800-840-2865; or IE S (3) e-mailing the Company’s Investor Relations Department 60 OTHER INFORMATION INO at [email protected]. 60 Submission of Shareholder Proposals for 2017 FOTH These documents are also available on our corporate website 60 AAnnnnuuaall MMeeeettiinngg Information RMER at www.campbellsoupcompany.com. A 62 Other Matters T IO Shareholders may elect to receive future distributions of N annual reports and proxy statements by electronic delivery 63 APPENDIX A A and vote Campbell shares on-line. To take advantage of P 63 Non-GAAP Financial Measures P this service you will need an e-mail account and access E N to an Internet browser. To enroll, go to the Investor D IX Center on www.campbellsoupcompany.com and click on A “E-Delivery of Materials.” Campbell Soup Company | 2016 Proxy Statement 07 ITEM 1 — ELECTION OF DIRECTORS The Campbell By-Laws give our Board the authority to The Governance Committee is responsible for investigating, determine the number of directors. Our Board is currently reviewing and evaluating the qualifications of candidates for comprised of 12 directors. Directors are to be elected to hold membership on the Board and for assessing the contributions office until the next Annual Meeting of Shareholders, or until and performance of directors eligible for re-election. It is also their earlier resignation or retirement. Directors are elected by responsible for recommending director nominees for approval a majority of the votes cast; abstentions and broker non-votes by the Board and nomination for election at the Annual will not be counted as votes cast on this proposal. Meeting of Shareholders. DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION The Governance Committee works with the Board to values who abide by exemplary standards of business and determine the appropriate mix of characteristics, skills, professional conduct. Directors should bring an inquisitive and knowledge and experience for the Board as a whole and objective perspective, practical wisdom and mature judgment for individual directors. The Committee strives to maintain to the Board and be committed to devoting the time and an engaged, independent Board with broad and diverse attention necessary to fulfill their duties and responsibilities. In experience and judgment that is committed to representing furtherance of these objectives, the Governance Committee the long-term interests of our shareholders. The Governance considers a wide range of factors when nominating candidates Committee believes that all directors should be persons of for election to the Board, including: the highest personal and professional ethics, integrity and ƒ Leadership experience and professional ƒ Ensuring a balanced mix of tenures. The expertise. The Governance Committee is committed Governance Committee believes it is important to to ensuring we have an experienced, qualified Board maintain a mix of experienced directors with a deep with leadership expertise and professional expertise understanding of the Company and others who bring in areas relevant to Campbell, such as: a fresh perspective. We expect our average director º consumer products tenure to continue to evolve over the next several º marketing years as current directors approach retirement and º finance and accounting new members are recruited. º mergers and acquisitions ƒ Complying with applicable independence º innovation standards and policies on conflicts. The º strategy Governance Committee considers potential º international expansion competitive restrictions, other positions the º corporate governance director has held or holds (including other board ƒ Enhancing the Board’s diversity. Although the memberships) and director independence. It believes Board does not have a specific diversity policy, that any nominee for election to the Board should the Governance Committee takes into account a be willing and able to devote the proper time and nominee’s ability to contribute to the diversity of attention to fulfill the responsibilities of a director skills, backgrounds and experience of the Board. It and have no conflicts of interest arising from other considers the race, ethnicity, gender, age, cultural relationships or obligations. background and professional experience of each nominee and of the Board as a whole. The Board has carefully considered whether the slate of some of which are listed in the table below. These collective director nominees, taken as a whole, fulfills the objectives attributes enable the Board to provide insightful leadership for Board composition noted above. The director nominees as it strives to advance our strategies and deliver returns collectively have a mix of various skills and qualifications, to shareholders. ƒ accounting ƒ health and well-being ƒ business leadership ƒ international business ƒ consumer packaged goods ƒ long-term investor perspective ƒ corporate governance ƒ marketing/brand management ƒ finance/capital allocation ƒ operational management ƒ financial expertise/literacy ƒ sales 08 www.campbellsoupcompany.com