Form 8-K

 

 

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): August 4, 2016

 

 

TREEHOUSE FOODS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Commission File Number: 001-32504

 

Delaware   20-2311383
(State or Other Jurisdiction of Incorporation)   (IRS Employer Identification No.)

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On August 4, 2016, TreeHouse Foods, Inc. (“TreeHouse”) announced that Christopher D. Sliva has been elected President of TreeHouse. Most recently, Mr. Sliva served as Executive Vice President and Chief Operating Officer of TreeHouse and President of Bay Valley Foods. Mr. Sliva joined TreeHouse in July 2012 from Dean Foods where he held various positions during his six year tenure, including Chief Commercial Officer for the Fresh Dairy Direct Business, President and Chief Operating Officer of the Morningstar subsidiary, and Chief Customer Officer for WhiteWave Foods. In connection with his appointment, Mr. Sliva will be awarded (i) a stock option to purchase 1,580 shares of TreeHouse common stock and (ii) 490 restricted stock units, each under TreeHouse’s standard terms and vesting ratably each year over a three-year period.

Also on August 4, 2016, TreeHouse issued a press release announcing the election of Mr. Sliva as President. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

TreeHouse also announced on August 4, 2016 that Dennis F. Riordan, Executive Vice President, Chief Financial Officer and Interim President of Private Brands, would retire and transition to a Senior Advisor role upon the appointment of a successor. Also on August 4, 2016, TreeHouse issued a press release regarding Mr. Riordan’s retirement. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit
Number

  

Exhibit

Description

99.1    Press Release dated August 4, 2016, announcing Chris Sliva’s election as President of TreeHouse Foods
99.2    Press Release dated August 4, 2016, announcing CFO Dennis Riordan to retire


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.

 

    TreeHouse Foods, Inc.
Date: August 4, 2016     By:  

/s/ Thomas E. O’Neill

      Thomas E. O’Neill
      General Counsel, Executive Vice President, Chief Administrative Officer and officer duly authorized to sign on behalf of the registrant


INDEX TO EXHIBITS

 

Exhibit
Number

  

Exhibit

Description

99.1    Press Release dated August 4, 2016, announcing Chris Sliva’s election as President of TreeHouse Foods
99.2    Press Release dated August 4, 2016, announcing CFO Dennis Riordan to retire
EX-99.1

Exhibit 99.1

 

LOGO     
     NEWS RELEASE
             Contact: Investor Relations
                           708.483.1300 Ext 1331

 

Chris Sliva Elected President of TreeHouse Foods

Oak Brook, IL, August 4, 2016 — TreeHouse Foods, Inc. (NYSE: THS) announced today that Christopher D. Sliva has been elected President of TreeHouse Foods. Most recently, Mr. Sliva served as Executive Vice President and Chief Operating Officer of TreeHouse Foods and President of Bay Valley Foods. In this broadened capacity, Mr. Sliva will have operating responsibility for both operating companies – Bay Valley Foods and TreeHouse Private Brands.

“Chris’ contributions over the last four years have both strengthened and advanced our organization and culture,” said Sam K. Reed, Chairman and Chief Executive Officer of TreeHouse Foods. “I’m proud of the way Chris has led our Company through the operational complexity that is inherent in private label. Because of his leadership and efforts to focus our organization on simplification, our legacy business has delivered gross margin expansion year in, year out.”

Mr. Reed continued, “Chris has also been the driving force in focusing our organization on the private label fundamentals of customers, categories, consumers and organizational capabilities. As we look forward, it is under Chris’ tutelage that we are designing an organizational structure to deliver on the transformative potential of the TreeHouse promise to our customers.”

Mr. Sliva joined TreeHouse in July 2012 from Dean Foods where he held various positions during his six year tenure, including Chief Commercial Officer for the Fresh Dairy Direct Business, President and Chief Operating Officer of the Morningstar subsidiary, and Chief Customer Officer for WhiteWave Foods. Prior to that, Mr. Sliva held various sales and marketing positions with Eastman Kodak Company, Fort James Corporation and Procter & Gamble Distributing Company. Mr. Sliva earned his Bachelor of Science in Business Administration from Washington University.

ABOUT TREEHOUSE FOODS

TreeHouse Foods, Inc. is a manufacturer of packaged foods and beverages with more than 50 manufacturing facilities across the United States, Canada and Italy that focuses primarily on private label products for both retail grocery and food away from home customers. We manufacture shelf stable, refrigerated, frozen and fresh products, including beverages and beverage enhancers (single serve beverages, coffees, teas, creamers, powdered beverages and smoothies); meals (cereal, pasta, macaroni and cheese and side dishes); retail bakery (refrigerated and frozen dough); condiments (pourable and spoonable dressing, dips, pickles, soups and sauces) and healthy snacks (nuts, trail mix, bars, dried fruits and vegetables). We have a comprehensive offering of packaging formats and flavor profiles, and we also offer natural, organic and preservative free ingredients in many categories. Our strategy is to be the leading supplier of private label food and beverage products by providing the best balance of quality and cost to our customers.

Additional information, including TreeHouse’s most recent statements on Forms 10-Q and 10-K, may be found at TreeHouse’s website, http://www.treehousefoods.com.


FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “should,” “could,” “expects,” “seek to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause TreeHouse or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. TreeHouse’s Form 10-K for the year ended December 31, 2015, and other filings with the SEC, discuss some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this press release. TreeHouse expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.

EX-99.2

Exhibit 99.2

 

LOGO     
     NEWS RELEASE
             Contact: Investor Relations
                           708.483.1300 Ext 1331

 

TreeHouse Foods CFO Dennis Riordan to Retire

Oak Brook, IL, August 4, 2016 — TreeHouse Foods, Inc. (NYSE: THS) announced today that Dennis F. Riordan, Executive Vice President, Chief Financial Officer and Interim President of Private Brands, will transition to a Senior Advisor role upon the appointment of a successor. TreeHouse has initiated an executive search to identify a new CFO, and Mr. Riordan will be an active participant in the search process. Upon appointment of a successor, Mr. Riordan will remain with the Company to provide a smooth transition of his responsibilities. As Senior Advisor, he will continue his involvement with the Private Brands integration efforts and business strategy.

Mr. Riordan has been with TreeHouse for over ten years, having joined the Company soon after its formation in 2005. During his tenure, Mr. Riordan has overseen the financial and infrastructure growth of the Company as revenues increased tenfold through a series of 13 acquisitions, the most recent being the acquisition of the Private Brands business from ConAgra Foods.

“Dennis’ leadership has been instrumental to our Company’s growth, and he has been key to delivering shareholder returns that have exceeded that of the industry. He has been a quintessential leader as we have built the company from $700 million in revenue to $7 billion, and under his guidance, we now have robust accounting, finance, investor relations, tax and IT teams. We greatly appreciate his many contributions,” said Sam K. Reed, Chairman and Chief Executive Officer of TreeHouse Foods. “As we lay the operational and organizational foundations upon which to build the transformed TreeHouse of our future, Dennis will continue to play an important role.”

“I am very proud of what we have accomplished here at TreeHouse, as well as the tremendous opportunity that lies ahead,” said Mr. Riordan. “We are still in the early days of the next chapter of our Company – establishing a larger and even stronger foundation for the next round of strategic growth through acquisitions. To that end, I believe we will benefit from fresh ideas and new perspectives, while allowing me to focus exclusively on integration and strategic activities.”

ABOUT TREEHOUSE FOODS

TreeHouse Foods, Inc. is a manufacturer of packaged foods and beverages with more than 50 manufacturing facilities across the United States, Canada and Italy that focuses primarily on private label products for both retail grocery and food away from home customers. We manufacture shelf stable, refrigerated, frozen and fresh products, including beverages and beverage enhancers (single serve beverages, coffees, teas, creamers, powdered beverages and smoothies); meals (cereal, pasta, macaroni and cheese and side dishes); retail bakery (refrigerated and frozen dough); condiments (pourable and spoonable dressing, dips, pickles, soups and sauces) and healthy snacks (nuts, trail mix, bars, dried fruits and vegetables). We have a comprehensive offering of packaging formats and flavor profiles, and we also offer natural, organic and preservative free ingredients in many categories. Our strategy is to be the leading supplier of private label food and beverage products by providing the best balance of quality and cost to our customers.


Additional information, including TreeHouse’s most recent statements on Forms 10-Q and 10-K, may be found at TreeHouse’s website, http://www.treehousefoods.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “should,” “could,” “expects,” “seek to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause TreeHouse or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. TreeHouse’s Form 10-K for the year ended December 31, 2015, and other filings with the SEC, discuss some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this press release. TreeHouse expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.