Treehouse Foods Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$THS
Packaged Foods
Consumer Staples
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 24, 2025
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | ||||
| (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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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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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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). | ||||||||||||||
| 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As disclosed in Proposal 4 of the definitive proxy statement of TreeHouse Foods, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 13, 2025 in connection with the 2025 Annual Meeting of the Company’s stockholders, the Board of Directors approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain Company officers in certain circumstances as permitted by Delaware law, subject to stockholder approval at the Annual Meeting. At the Annual Meeting, stockholders considered and approved the Amendment. The Company has filed with the Secretary of State of Delaware a Certificate of Amendment that reflects the Amendment, which was effective upon filing. Following the filing of the Certificate of Amendment, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that reflects the Amendment, which became effective upon filing.
The Restated Certificate of Incorporation that reflects the approved Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On April 24, 2025, TreeHouse held its 2025 Annual Meeting of the Company’s stockholders. Set forth below are the final voting totals for the matters submitted to stockholders, as provided by the independent inspector of elections, acting on behalf of Broadridge Financial Solutions, for the Annual Meeting.
Proposal One: Election of Directors
| Director Nominees | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Adam J. DeWitt | 45,882,923 | 412,353 | 15,875 | 1,908,932 | ||||||||||||||||||||||
| Linda K. Massman | 45,882,576 | 408,688 | 19,887 | 1,908,932 | ||||||||||||||||||||||
| Steven Oakland | 45,447,693 | 853,377 | 10,081 | 1,908,932 | ||||||||||||||||||||||
| Jill A. Rahman | 45,882,004 | 409,454 | 19,693 | 1,908,932 | ||||||||||||||||||||||
| Joseph E. Scalzo | 45,848,098 | 447,282 | 15,771 | 1,908,932 | ||||||||||||||||||||||
| Jason J. Tyler | 45,659,258 | 641,802 | 10,091 | 1,908,932 | ||||||||||||||||||||||
Proposal Two: Advisory Vote to Approve the Company's Executive Compensation
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 45,212,347 | 1,028,585 | 70,219 | 1,908,932 | |||||||||||||||||
Proposal Three: Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2025
| Votes for | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 47,706,670 | 499,139 | 14,274 | — | |||||||||||||||||
Proposal Four: Approval of an Amendment to the Company's Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law
| Votes for | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 43,792,231 | 2,505,717 | 13,203 | 1,908,932 | |||||||||||||||||
Proposal Five: Stockholder Proposal to Implement a Simple Majority Vote Requirement in our Governance Documents.
| Votes for | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 46,116,880 | 180,349 | 13,922 | 1,908,932 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
| Exhibit Number | Exhibit Description | |||||||
| 3.1 | ||||||||
| 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.
| TreeHouse Foods, Inc. | ||||||||||||||
| Date: | April 30, 2025 | By: | /s/ Kristy N. Waterman | |||||||||||
| Kristy N. Waterman | ||||||||||||||
| Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary | ||||||||||||||