Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2016




(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

(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 July 28, 2016, the Board of Directors (“Board”) of TreeHouse Foods, Inc. (“TreeHouse”) increased the size of TreeHouse’s Board from eight to nine members and appointed Linda Massman to the Board, effective immediately, to fill the newly-created vacancy, with a term expiring at TreeHouse’s 2019 annual meeting of shareholders. Ms. Massman will serve on the Board’s Audit Committee. As a non-employee director, Ms. Massman will receive the same base compensation paid to other non-employee directors of TreeHouse, including a 2016 grant of 1,830 of restricted stock units, which will fully vest after twelve months subject to her continued services as a director through such period.

There is no arrangement or understanding between Ms. Massman and any other person pursuant to which Ms. Massman was selected as director of TreeHouse. There are no transactions in which Ms. Massman has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Massman’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.


Section 9    Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits

(d) Exhibits:





Exhibit Description

99.1    Press Release, dated July 29, 2016.


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: July 29, 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





Exhibit Description

99.1    Press Release, dated July 29, 2016

Exhibit 99.1




Contact:    Investor Relations        

    708.483.1300 Ext 1331



TreeHouse Foods, Inc. Appoints Linda K. Massman to the Board of Directors

Oak Brook, IL, July 29, 2016 — TreeHouse Foods, Inc. (NYSE: THS) today announced it has expanded its Board from eight to nine members with the appointment of Linda K. Massman, 49, President and Chief Executive Officer of Clearwater Paper Corporation, a publicly traded company, to its Board of Directors.

Sam K. Reed, Chairman, President and Chief Executive Officer of TreeHouse Foods, said, “We are pleased to welcome Linda Massman to our board. She brings extensive management experience in finance and business strategy development, and has a great deal of knowledge of the manufacturing and retail grocery industries. I am confident that her background will be instrumental to TreeHouse.”

Ms. Massman was elected Clearwater Paper’s Chief Executive Officer in 2013 and served as President and Chief Operating Officer since 2011. Prior to that, Ms. Massman served as the company’s Chief Financial Officer from 2008 to 2011. Before joining Clearwater Paper, she served as group vice president of finance and corporate planning for SUPERVALU Inc., following its acquisition of Albertson’s Inc., where she served in a similar capacity. Prior to that, Ms. Massman was a business strategy consultant for Accenture.

Ms. Massman serves on the Board of Directors of Clearwater Paper Corporation and Black Hills Corporation. In 2016, she was elected as the first vice chairwoman for the American Forest & Paper Association. She earned her Bachelor of Business Administration in finance from The University of North Dakota and holds an MBA from Harvard Business School.


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,