TREEHOUSE FOODS, INC. (NYSE:THS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TREEHOUSE FOODS, INC. (NYSE:THS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On December22, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of TreeHouse Foods, Inc. (the “Company”) approved, subject to the satisfaction of the continued employment condition described below, a bonus for each of the following executives of the Company (each, an “Executive”): Matthew J. Foulston, Executive Vice President and Chief Financial Officer of the Company; Thomas E. O’Neill, Executive Vice President, General Counsel and Chief Administrative Officer of the Company; and Erik T. Kahler, the Company’s Senior Vice President, Corporate Development. The amount of the bonus for each of Messrs. Foulston, O’Neill and Kahler is equal to $1,140,000, $1,119,430 and $862,680, respectively. Each Executive’s bonus is payable in two (2)equal installments on the first payroll date following each of June30, 2018 and December31, 2018, subject to the Executive’s continued employment with the Company through each such date. On December28, 2017, the Company entered into a Special Bonus Agreement with each Executive, which sets forth the terms and conditions of each Executive’s bonus.

The Compensation Committee awarded the bonuses to the Executives because it believes stability of the Company’s executive team is of critical importance as the Company implements key strategic actions to drive business performance and financial returns to shareholders. With the recent announcement that the Company has initiated a search for a new chief executive officer to replace Sam Reed, the Compensation Committee desires to focus the Company’s executive team on the important business objectives of 2018 and encourage retention in a time of increased uncertainty.

The foregoing description of the terms of each Executive’s bonus is not complete and is qualified in its entirety by the full text of the applicable Special Bonus Agreement, which is attached hereto as an Exhibit and is incorporated by reference herein.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Exhibit Description

10.1* Special Bonus Agreement, dated as of December28, 2017, between TreeHouse Foods, Inc. and Matthew J. Foulston
10.2* Special Bonus Agreement, dated as of December28, 2017, between TreeHouse Foods, Inc. and Thomas E. O’Neill
10.3* Special Bonus Agreement, dated as of December28, 2017, between TreeHouse Foods, Inc. and Erik T. Kahler
* Management contract or compensatory plan or arrangement.


TreeHouse Foods, Inc. Exhibit
EX-10.1 2 d504307dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   Matthew Foulston Re: 2017 Special Bonus Agreement (“Agreement”) TreeHouse Foods,…
To view the full exhibit click here

About TREEHOUSE FOODS, INC. (NYSE:THS)

TreeHouse Foods, Inc. is a consumer packaged food and beverage manufacturing company. The Company’s segments include North American Retail Grocery, Food Away From Home, and Industrial and Export. It manufactures a range of shelf stable, refrigerated and fresh products. Its product categories include beverages, salad dressings, snacks, beverage enhancers, pickles, Mexican and other sauces, soup and infant feeding, cereals, dry dinners, aseptic products, jams and other products. The Company offers its services to retail grocery, food away from home, and industrial and export customers. It has approximately 20 manufacturing facilities across the United States and Canada. With its offering of packaging formats and flavor profiles, the Company also offers natural, organic and preservative-free ingredients in various categories. It supplies to approximately 200 food retail customers in North America.

An ad to help with our costs