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): February 24, 2011
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
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| Delaware
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20-2311383 |
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| (State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
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2021 Spring Road
Suite 600 |
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| Oak Brook, IL
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60523 |
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| (Address of Principal Executive Offices)
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(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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| Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On February 24, 2011, the Board of Directors (the “Board”) of TreeHouse Foods, Inc. (the
“Company”) amended Article I, Section 1.9 of the Amended and Restated By-laws of the Company (the
“By-laws”) to adopt a majority vote standard in uncontested director elections. The new majority
vote standard provides that to be elected in an uncontested election, a director nominee must
receive the affirmative vote of a majority of the votes cast so that the number of votes cast “for”
a director nominee exceeds the number of votes cast “against” that director nominee. A plurality
vote standard will be retained for the election of directors only in the event of a contested
election. Additionally, if an incumbent director nominee is not elected in a uncontested election,
such director shall promptly tender his or her resignation to the Board for consideration in
accordance with the Company’s Corporate Governance Guidelines. The amendment to the By-laws was
effective as of February 24, 2011.
The text of the amendment to the By-laws is set forth in Exhibit 3.1 hereto and incorporated
herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits |
(c) Exhibits
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| Exhibit |
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Description |
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3.1 |
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Text of Amendment to the Amended and Restated By-laws of TreeHouse Foods, Inc. |
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