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
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements for Certain Officers
On June13, 2017, TreeHouse Foods, Inc. (TreeHouse) announced that
Robert B. Aiken, Jr, 54, has been appointed President and Chief
Operating Officer of TreeHouse, effective July10, 2017. Most
recently, Mr.Aiken served as President and Chief Executive
Officer of Essendant (NASDAQ: ESND). Previously he was President
and Chief Executive Officer of US Foods. Mr.Aiken also previously
served as Chief Executive Officer of Feeding America, a domestic
hunger relief organization, and President and Chief Executive
Officer of Metz Baking Company, a subsidiary of Specialty Foods
Corporation. Mr.Aiken holds his Bachelor of Science in Business
Administration from Georgetown University and his Juris Doctor
from Georgetown University Law Center in WashingtonD.C.
In connection with his appointment as President and Chief
Operating Officer, TreeHouse entered into an employment
agreement, dated as of June12, 2017 (the Employment Agreement),
with Mr.Aiken. The Employment Agreement has an initial term of
three years, with automatic one-year renewals thereafter unless
either party gives 90 days advance notice of intent not to renew
the term. to the Employment Agreement, Mr.Aiken will receive an
annual base salary of $683,000, and he will be eligible for an
annual performance bonus for each full completed year with a
target amount of $683,000. Mr.Aiken also will receive a one-time
cash payment of $500,000 to compensate him for value associated
with Essendant benefits forfeited in the transition, which is
subject to repayment in the event that Mr.Aikens employment is
terminated by TreeHouse for Cause or by Mr.Aiken without Good
Reason (as such terms are defined in the Employment Agreement)
prior to the second anniversary of the commencement of his
employment with TreeHouse. Mr.Aiken will be eligible to
participate in the employee benefit plans and programs generally
available to executive officers of TreeHouse.
In addition, Mr.Aiken will be eligible to participate in the
TreeHouse, Inc. Equity and Incentive Plan (the Incentive Plan)
and will receive annual grants thereunder valued at approximately
$1,500,000 per year. With respect to 2017, Mr.Aiken will receive,
on July10, 2017, a prorated grant under the Incentive Plan valued
at approximately $1,084,950, comprised 50% of stock options and
50% of restricted stock units. The stock options will have a per
share exercise price equal to the per share fair market value of
TreeHouses common stock as of the grant date and the stock option
and restricted stock units will vest 33% on each of the first and
second anniversaries of the grant date and 34% on the third
anniversary of the grant date, subject to Mr.Aikens continued
employment with TreeHouse through each applicable vesting date.
On July10, 2017, Mr.Aiken will also receive an additional grant
of restricted stock units under the Incentive Plan valued at
approximately $2,063,203, which will vest 33% on each of the
first and second anniversaries of the grant date and 34% on the
third anniversary of the grant date, subject to Mr.Aikens
continued employment with TreeHouse through each applicable
vesting date.
to the Employment Agreement, Mr.Aiken is entitled to receive
severance benefits upon certain terminations of his employment,
subject to Mr.Aikens timely execution and non-revocation of a
waiver and release of claims. In the event that Mr.Aikens
employment is terminated by TreeHouse without Cause or by
Mr.Aiken for Good Reason, Mr.Aiken will be entitled to receive an
amount equal to the sum of (i)two times his annual base salary
and (ii)two times his target annual performance bonus for the
calendar year in which the termination occurs. If such a
termination without Cause or for Good Reason occurs within the
two-year period immediately following a Change of Control (as
such term is defined in the Employment Agreement), Mr.Aiken will
instead be entitled to receive (in lieu of the severance payment
described in the preceding sentence) an amount equal to the sum
of (a)three times his annual base salary and (b)three times his
target annual performance bonus for the calendar year in which
the termination occurs. In the event of a termination of
employment without Cause, for Good Reason or due to Mr.Aikens
Disability (as defined in the Employment Agreement), Mr.Aiken
will also be entitled to continued participation in the medical,
dental, hospitalization and life insurance benefit plans in which
he was participating until the earlier of (1)the last day of his
second full taxable year following his termination of employment,
(2)his death or (3)the date(s) on which he receives equivalent
coverage under the employee benefit plans of a subsequent
employer.
The foregoing description of the terms of Mr.Aikens employment is
not complete and is qualified in its entirety by the full text of
the Employment Agreement, which is attached hereto as Exhibits
10.1 and is incorporated by reference herein.
Mr.Aiken will assume the Presidents role from Dennis F. Riordan,
who had previously announced his retirement. Mr.Riordan will
remain with TreeHouse and move to a Senior Advisor role upon the
effective date of Mr.Aikens appointment.
On June13, 2017, TreeHouse issued a press release announcing the
appointment of Mr.Aiken.A copy of the press release is filed as
Exhibit 99.1 to this report and is incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
|
Exhibit Number |
Exhibit Description |
|
| 10.1* |
Employment Agreement, dated as of June12, 2017 between TreeHouse and Robert B. Aiken, Jr. |
|
| 99.1 | Press Release dated June13, 2017 |
| * | Management contract or compensatory plan or arrangement. |
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.