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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): July 29, 2021
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 Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
TreeHouse Foods, Inc. (NYSE: THS) (the “Company”) is announcing that Gary Smith has resigned from the Company’s Board of Directors, effective July 29, 2021. Mr. Smith’s resignation is a result of retirement and not due to any disagreements with the Company’s management or the Board on any matter relating to the Company’s operations, policies or practice. The Company will not be replacing Mr. Smith on the Board, and effective with the resignation, the size of the Board has been reduced to ten directors. A copy of the Company’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
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Exhibit
Number | | Exhibit Description |
| | | |
| 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: | July 30, 2021 | | By: | /s/ Kristy N. Waterman |
| | | | Kristy N. Waterman |
| | | | Executive Vice President, General Counsel and Corporate Secretary |