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): April 21, 2009 (April 21, 2009)
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.) |
| | | |
Two Westbrook Corporate Center
Suite 1070
Westchester, IL | | 60154 |
| | | |
| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2009, Dennis F. Riordan, Senior Vice President and Chief Financial Officer of TreeHouse Foods, Inc. (NYSE:THS), amended his employment agreement to remove the provision providing for an excise tax gross-up payment in the event of a change of control.
A copy of such amendment is filed as an exhibit to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| | | |
| Exhibit | | Exhibit |
| Number | | Description |
| 10.1 | | First Amendment to Employment Agreement, dated April 21, 2009, between TreeHouse Foods, Inc. and Dennis F. Riordan |
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: April 21, 2009 | By: | /s/ Thomas E. O’Neill | |
| | | Thomas E. O’Neill | |
| | | General Counsel, Senior Vice President, Chief Administrative Officer, Corporate Secretary and officer duly authorized to sign on behalf of the registrant | |
INDEX TO EXHIBITS
| | | |
| Exhibit | | Exhibit |
| Number | | Description |
| | | |
| 10.1 | | First Amendment to Employment Agreement, dated April 21, 2009, between TreeHouse Foods, Inc. and Dennis F. Riordan |
