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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 2020
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
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| Delaware | | | | 20-2311383 |
(State or Other Jurisdiction
of Incorporation) | | | | (IRS Employer
Identification No.) |
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2021 Spring Road
Suite 600 | Oak Brook | IL | | 60523 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (708) 483-1300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | THS | NYSE |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☐ | | | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On November 24, 2020, TreeHouse Foods, Inc. (the "Company" or "TreeHouse") announced the appointments of Jill Rahman and Ashley Buchanan to its Board of Directors (the "Board"). In connection with these appointments, the Board will temporarily expand to 12 directors. As part of the Board's plan for orderly governance transition, at the Company’s 2021 Annual Meeting, it is anticipated that nine directors will stand for reelection.
There are no arrangements or understandings between Ms. Rahman and Mr. Buchanan and any other person pursuant to which they were selected as directors of TreeHouse. There are no transactions in which Ms. Rahman and Mr. Buchanan have an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Rahman’s and Mr. Buchanan's election to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
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Exhibit
Number | | Exhibit Description |
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| 99.1 | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | TreeHouse Foods, Inc. |
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| Date: | November 24, 2020 | | By: | /s/ Thomas E. O’Neill |
| | | | Thomas E. O’Neill |
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| | | | General Counsel, Executive Vice President, Chief Administrative Officer and officer duly authorized to sign on behalf of the registrant |