Schedule 14A


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 

 

 



 

Preliminary Proxy Statement

 

 



 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 



 

Definitive Proxy Statement

 

 



 

Definitive Additional Materials

 

 



 

Soliciting Material Pursuant to §240.14a-12

TREEHOUSE FOODS, INC.

(Name of registrant as specified in its charter)

 

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 



 

No fee required.

 

 



 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

     

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

     

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

     

 

 

(5)

 

Total fee paid:

 

     

 

 



 

Fee paid previously with preliminary materials.

 

 



 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

     

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

     

 

 

(3)

 

Filing Party:

 

     

 

 

(4)

 

Date Filed:

 

     

 

 

 
Table of Contents



TREEHOUSE FOODS, INC.

2021 SPRING ROAD

SUITE 600

OAK BROOK, ILLINOIS 60523

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

ON APRIL 27, 2017

To the Stockholders of TreeHouse Foods, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of TreeHouse Foods, Inc. (“TreeHouse” or the “Company”) that will be held at 2015 Spring Road, Lower Level, Conference Room A, Oak Brook, Illinois 60523, on Thursday, April 27, 2017, at 9:00 a.m. Central Daylight Time.

Once again, we are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On or about March 13, 2017, we will mail to our stockholders who have not already requested paper material a Notice of Internet Access and Availability of Proxy Materials (“Notice”), which contains instructions on how to vote, how to access our 2017 Proxy Statement (“Proxy Statement”) and 2016 Annual Report on Form 10-K (“Annual Report”) online, and how to request paper copies of the materials. All stockholders who have elected to continue to receive paper copies will receive a copy of the Proxy Statement and Annual Report by mail. The Proxy Statement also contains instructions on how you can (i) receive a paper copy of the Proxy Statement and Annual Report, if you only received a Notice by mail, or (ii) elect to receive your Proxy Statement and Annual Report over the Internet, if you received them by mail this year.

At the Annual Meeting you will be asked to vote on the following matters and to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof:

 

 

1.

To elect three directors to hold office until the 2020 Annual Meeting of Stockholders;

 

 

2.

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2017;

 

 

3.

To provide an advisory vote to approve the Company’s executive compensation;

 

 

4.

To provide an advisory vote to approve the frequency of future advisory votes of the Company’s executive compensation program; and

 

 

5.

To approve the amendment and restatement of the TreeHouse Foods, Inc. Equity and Incentive Plan, including an increase in the number of shares subject to the plan.

The matters listed above are fully discussed in the Proxy Statement accompanying this Notice. A copy of our Annual Report is available online or by request as previously described.

The record date for the Annual Meeting is February 27, 2017. Only stockholders of record as of February 27, 2017, are entitled to notice of, and to vote at, the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or by completing, signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. If for any reason you wish to revoke your proxy, you may do so at any time before it is voted at the Annual Meeting.

 

 



Thomas E. O’Neill

Corporate Secretary

March 2, 2017
Table of Contents

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2017

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

Our Proxy Statement and our Annual Report are available at www.envisionreports.com/thfi. Our Proxy Statement includes information on the following matters, among other things:

 

 



 

The date, time, and location of the Annual Meeting;

 

 



 

A list of the matters being submitted to the stockholders for approval; and

 

 



 

Information concerning voting in person at the Annual Meeting.

If you want to receive a paper copy or e-mail of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to Computershare Shareowner Services by telephone at 1-866-641-4276 or online at www.envisionreports.com/thfi or contact the Company’s Investor Relations Department directly at our principal executive office: TreeHouse Foods, Inc., 2021 Spring Road, Suite 600, Oak Brook, Illinois 60523, telephone (708) 483-1331. Please make your request on or before April 14, 2017, to facilitate timely delivery.
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

  

Page

 

SUMMARY OF THE ANNUAL MEETING

  

 

1

 

Who May Vote

  

 

1

 

How Proxies Work

  

 

1

 

Shares Held Through a Bank, Broker, or Other Nominee

  

 

2

 

Quorum

  

 

2

 

Revoking a Proxy

  

 

2

 

Required Vote

  

 

2

 

Resignation Policy

  

 

3

 

Method and Cost of Soliciting and Tabulating Votes

  

 

3

 

Householding

  

 

3

 

ELECTION OF DIRECTORS (PROPOSAL 1)

  

 

4

 

Election of Dennis F. O’Brien

  

 

5

 

Election of Sam K. Reed

  

 

6

 

Election of Ann M. Sardini

  

 

7

 

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)

  

 

8

 

CORPORATE GOVERNANCE

  

 

8

 

Current Board Members

  

 

8

 

Corporate Governance Guidelines and Code of Ethics

  

 

9

 

Director Independence

  

 

9

 

Nomination of Directors

  

 

9

 

BOARD LEADERSHIP STRUCTURE

  

 

10

 

Board Chairman and CEO Roles

  

 

10

 

Lead Independent Director

  

 

10

 

Determination That Current Board Leadership Structure is Appropriate

  

 

10

 

The Board’s Role in Risk Oversight

  

 

11

 

Meetings of the Board of Directors

  

 

11

 

COMMITTEE MEETINGS/ROLE OF COMMITTEES

  

 

11

 

Role of Compensation Consultants

  

 

12

 

STOCK OWNERSHIP

  

 

13

 

Holdings of Management

  

 

13

 

Security Ownership of Certain Beneficial Owners and Management

  

 

13

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

15

 

DIRECTORS AND MANAGEMENT

  

 

16

 

Directors and Executive Officers

  

 

16

 

Compensation Risk Assessment

  

 

21

 

COMPENSATION DISCUSSION AND ANALYSIS

  

 

22

 

Objectives of Our Compensation Program

  

 

22

 

Our Compensation Aligns to Business Results

  

 

22

 

Compensation Process Overview

  

 

24

 

Summary of 2016 Executive Compensation Program

  

 

25

 

Role of 2016 Advisory Approval of Executive Compensation in the Compensation Setting Process

  

 

27

 

Components of Compensation

  

 

27

 
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