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

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))	
		
Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Stock, $0.01 par value	THS	NYSE	

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).	
					
Emerging growth company	☐				
					
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:
									
Exhibit
Number	 	Exhibit Description 	
 	 	 	
99.1 		 	Press Release, dated July 30, 2021	
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.

															
	 	 	 	TreeHouse Foods, Inc.	
	 	 	 	 	
Date:	July 30, 2021	 	By:	/s/ Kristy N. Waterman	
	 	 	 	Kristy N. Waterman	
	 	 	 	Executive Vice President, General Counsel and Corporate Secretary	

Exhibit 99.1

									
 	NEWS RELEASE	

TreeHouse Foods Announces Retirement of Gary D. Smith from Board of Directors

OAK BROOK, Ill., July 30, 2021 -- TreeHouse Foods, Inc. (NYSE: THS) today announced that Gary D. Smith has retired from its Board of Directors effective July 29, 2021. Mr. Smith has been an independent TreeHouse Director since 2005 and previously served as Chairman of the Board from July 2018 to April 2021. Following Mr. Smith’s retirement, the Company’s board was reduced to ten directors.

"Gary’s leadership and collaboration over the years have been invaluable, and it has been a privilege to work with him as we continue to guide TreeHouse’s strategic transformation,” said Ann M. Sardini, Chair of the TreeHouse Foods Board. "Gary has served on all of our Board committees during his tenure and we have benefited greatly from his strategic thinking in building a strong organizational foundation to drive future success. We wish Gary all the best and want to congratulate him and his family on his retirement.”

“We’re grateful for Gary’s guidance and leadership,” said Steve Oakland, CEO and President of TreeHouse Foods. “His marketing insights and extensive knowledge of the retail environment have provided lasting perspective that will continue to benefit us as we progress on our strategic journey to build a company with long-term sustainable growth.”

“It has been an honor to have served on the TreeHouse Board,” said Mr. Smith. “I’m enormously proud of our people and our accomplishments, and I remain confident in the value creation potential at TreeHouse.”

About TreeHouse Foods
TreeHouse Foods, Inc. is a leading manufacturer and distributor of private label packaged foods and beverages in North America. We have approximately 40 production facilities across North America and Italy, and our vision is to be the undisputed solutions leader for custom brands for our customers. Our extensive product portfolio includes snacking, beverages, and meal preparation products, available in shelf stable, refrigerated, frozen, and fresh formats. We have a comprehensive offering of packaging formats and flavor profiles, and we also offer clean label, organic, and preservative-free ingredients across almost our entire portfolio. Our purpose is to make high quality food and beverages affordable to all.

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

Investor Contact
PI Aquino
Investor Relations
708.483.1331

Media Contact
Bryan Locke, Liz Zale, Mike DeGraff
Sard Verbinnen & Co.
TreeHouse-SVC@sardverb.com