Schedule 14A


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Table of Contents

 

 

 

 

 

 

  

Page

 

2016 Long-Term Incentive Grant

  

 

29

 

Stock Ownership and Holding Policies

  

 

31

 

General Compensation Matters

  

 

31

 

EXECUTIVE COMPENSATION

  

 

34

 

2016 Summary Compensation Table

  

 

34

 

Details Behind All Other Compensation Columns

  

 

35

 

2016 Grants of Plan Based Awards

  

 

36

 

Management Changes

  

 

37

 

Employment Agreements

  

 

37

 

Awards

  

 

38

 

2016 Outstanding Equity Awards at Fiscal Year-End

  

 

39

 

2016 Option Exercises and Stock Vested

  

 

42

 

2016 Non-Qualified Deferred Compensation

  

 

43

 

Potential Payments Upon Termination or Change in Control

  

 

43

 

2016 DIRECTOR COMPENSATION

  

 

49

 

Cash Compensation

  

 

49

 

Equity-Based Compensation

  

 

50

 

Board Stock Ownership and Age Requirements

  

 

50

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  

 

51

 

COMMITTEE REPORTS

  

 

51

 

REPORT OF THE AUDIT COMMITTEE

  

 

52

 

REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

  

 

53

 

REPORT OF THE COMPENSATION COMMITTEE

  

 

53

 

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

53

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  

 

54

 

ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM (PROPOSAL 3)

  

 

54

 

ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM (PROPOSAL 4)

  

 

55

 

APPROVAL OF 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 (PROPOSAL 5)

  

 

56

 

STOCKHOLDER PROPOSALS FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

  

 

66

 

STOCKHOLDER COMMUNICATION WITH THE BOARD

  

 

66

 

OTHER MATTERS

  

 

67

 

APPENDIX A — TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN

  

 

A-1

 

APPENDIX B — CORPORATE GOVERNANCE GUIDELINES: DIRECTOR INDEPENDENCE

  

 

B-1

 

 

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TREEHOUSE FOODS, INC.

2021 SPRING ROAD

SUITE 600

OAK BROOK, ILLINOIS 60523

PROXY STATEMENT

SUMMARY OF THE ANNUAL MEETING

We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (“Board”) of TreeHouse Foods, Inc. (“TreeHouse,” “Company,” “we,” “us,” or “our,” as the context requires) for use in voting at our 2017 Annual Meeting of Stockholders (“Annual Meeting”). The Meeting 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 for the purpose of considering and acting upon the matters specified in the notice accompanying this Proxy Statement. This Proxy Statement is being sent to stockholders on or about March 13, 2017.

Who May Vote

If you are a stockholder of record on February 27, 2017, you are entitled to vote at the Meeting. As of that date, there were 56,850,026 shares of the Company’s common stock (“Common Stock”) outstanding, the only class of voting securities outstanding. You are entitled to one (1) vote for each share of Common Stock you own, without cumulation, on each matter to be voted upon at the Meeting.

How Proxies Work

Only votes cast in person at the Meeting or received by proxy before the beginning of the Meeting will be counted at the Meeting. Giving us your proxy means you authorize us to vote your shares at the Meeting in the manner you direct. If your shares are held in your name, you can vote by proxy in three (3) convenient ways:

 

 



 

By Internet:    Go to www.envisionreports.com/thfi and follow the instructions.

 

 



 

By Telephone:    Call toll-free 1-800-652-VOTE (8683) and follow the instructions.

 

 



 

By Mail:    Complete, sign, date, and return your proxy card in the enclosed envelope.

Telephone and Internet voting facilities for stockholders of record will be available twenty-four (24) hours a day and will close at 12:00 a.m. Central Daylight Time on April 27, 2017.

As permitted by Securities and Exchange Commission (“SEC”) rules, TreeHouse is making this Proxy Statement and its Annual Report on Form 10-K (“Annual Report”) available to its stockholders electronically via the Internet. On or about March 13, 2017, we will mail our stockholders a Notice of Internet Access and Availability of Materials (“Notice”), which contains instructions on how to vote, access this Proxy Statement and our Annual Report online, and how to request paper copies of the materials. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.

If your proxy is properly returned, the shares it represents will be voted at the Meeting in accordance with your instructions. If you execute and return your proxy but do not give specific instructions, your shares will be voted as follows:

 

 



 

FOR the election of each of the three (3) nominees for director set forth herein;

 

 



 

FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2017;

 

 



 

FOR the advisory approval of the compensation of the Company’s named executive officers as described in this Proxy Statement under “Compensation Discussion and Analysis” and “Executive Compensation”;

 

 



 

FOR the advisory approval of the Company’s executive compensation program to occur every year;

 

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FOR the approval of the TreeHouse Foods, Inc. Equity and Incentive Plan, including an increase in the number of shares subject to the plan; and

 

 



 

with respect to any other matter that may properly come before the Meeting, at the discretion of the persons voting the respective proxies.

The Board does not intend to bring any matters before the Meeting except those indicated in the Notice. If any other matters properly come before the Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.
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