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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 13, 2024
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 or organization) | (I.R.S. 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 7.01. Regulation FD Disclosure.
The Company’s Board of Directors (the “Board”) approved, effective November 13, 2024 (the “Effective Date”), a $400 million share repurchase authorization (the “New Authorization”) and cancelled, effective November 13, 2024, its existing $400 million share repurchase authorization, which was approved by the Board on November 2, 2017 (the “Existing Authorization”). The Company had repurchased approximately $376.5 million of shares of the Company’s common stock under the Existing Authorization as of November 12, 2024. Any repurchases under the New Authorization program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. The New Authorization is open ended, and the Company can begin repurchasing shares on November 13, 2024. The Company will repurchase shares opportunistically with a total annual cap of $150 million. Any shares repurchased will be held as treasury stock. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
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Exhibit
Number | | Exhibit Description |
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| 99.1 | | | |
| 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 13, 2024 | | By: | /s/ Kristy N. Waterman |
| | | | Kristy N. Waterman |
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| | | | Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary |