UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2007 (May 22, 2007)
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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Two Westbrook Corporate Center
Suite 1070
Westchester, IL
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60154 |
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(708) 483-1300 |
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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))
Explanatory Note
This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of
TreeHouse Foods, Inc. (NYSE: THS) (the “Company”), filed with the Securities and Exchange
Commission on May 22, 2007 (the “Form 8-K”), which reported under Item 5.02 the resignation of
Michelle Obama from the Company’s Board of Directors. This amendment is filed to provide
information under Item 3.01, and unless set forth below, all previous Items of the Form 8-K are
unchanged.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
Terdema L. Ussery, II, who is currently a member of the Company’s Board of Directors, was
appointed, effective June 1, 2007, to the Audit Committee of the Board of Directors and was named
the “Lead Director” who presides over non-management sessions of the Board of Directors.
Following the resignation of Michelle R. Obama from the Company’s Board of Directors described
below in Item 5.02, the Company was in technical deficiency with section 303A.07(a) of the New York
Stock Exchange (the “NYSE”) Listed Company Manual (the “NYSE Manual”), which requires that an audit
committee be comprised of at least three directors, and section 303A.03 of the NYSE Manual, which
requires each listed company to have a presiding director. With Mr. Ussery’s appointments, on June 1, 2007, the
NYSE confirmed to the Company that it is in compliance with all NYSE corporate governance listing
standards, notwithstanding a technical deficiency notice delivered to the Company by the NYSE on
May 24, 2007.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2007, the Company issued a press release announcing the resignation of Michelle R.
Obama from the Company’s Board of Directors, effective May 22, 2007. Ms. Obama’s resignation is
the result of increased demands on her time and is not due to any disagreement with the Company on
any matter. 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
(c) Exhibits:
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Exhibit |
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Description |
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99.1
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Press Release dated May 22, 2007, announcing the resignation of
Michelle R. Obama from the Company’s Board of Directors
effective May 22, 2007 (previously filed as a part of this
Current Report on Form 8-K filed on May 22, 2007) |