Schedule 14A


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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the close of business on February 27, 2017, certain information with respect to the beneficial ownership of common stock beneficially owned by (i) each director of the Company, (ii) the NEOs, (iii) all executive officers and directors as a group and (iv) each stockholder who is known to the Company to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of more than five percent (5%) of the outstanding Common Stock. Each of the persons listed below has sole voting and investment power with respect to such shares, unless otherwise indicated. The address of the directors and officers listed below is c/o TreeHouse Foods, Inc., 2021 Spring Road, Suite 600, Oak Brook, Illinois 60523. The percentage calculations set forth in the table below are based on the number of shares of stock outstanding as of February 27, 2017, rather than the percentages set forth in the stockholders’ filings with the SEC.

 

 

 

 

 

 

 

 

 

 

 

  

Common Stock

 

 

Percent of

 

Name of Beneficial Owner

  

Beneficially Owned

 

 

Class(1)

 

Directors and Named Executive Officers:

  

 

 

 

 

 

 

 

Sam K. Reed

  

 

1,050,980

(2) 

 

 

1.8



George V. Bayly

  

 

19,950

(3) 

 

 

*

 

Linda K. Massman

  

 



 

 

 

*

 

Dennis F. O’Brien

  

 

15,650

(4) 

 

 

*

 

Frank J. O’Connell

  

 

26,450

(5) 

 

 

*

 

Ann M. Sardini

  

 

9,610

(6) 

 

 

*

 

Gary D. Smith

  

 

19,750

(7) 

 

 

*

 

Terdema L. Ussery, II

  

 

27,950

(8) 

 

 

*

 

David B. Vermylen

  

 

225,351

(9) 

 

 

*

 

Dennis F. Riordan

  

 

210,918

(10) 

 

 

*

 

Matthew J. Foulston

  

 



 

 

 

*

 

Thomas E. O’Neill

  

 

251,223

(11) 

 

 

*

 

Rachel R. Bishop

  

 

15,721

(12) 

 

 

*

 

Erik T. Kahler

  

 

86,384

(13) 

 

 

*

 

Christopher D. Sliva

  

 

16,998

(14) 

 

 

*

 

All directors and executive officers as a group (15 persons)

  

 

1,964,402

(15) 

 

 

3.5



5% Beneficial Stockholders:

  

 

 

 

 

 

 

 

T. Rowe Price Associates, Inc.

  

 

7,160,299

(16) 

 

 

12.6



BlackRock, Inc.

  

 

4,405,631

(17) 

 

 

7.7



The Vanguard Group.

  

 

4,320,675

(18) 

 

 

7.6



Wells Fargo & Company

  

 

4,049,586

(19) 

 

 

7.1



JPMorgan Chase & Co.

  

 

3,830,493

(20) 

 

 

6.7



FMR LLC

  

 

3,564,732

(21) 

 

 

6.3



 

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Except as otherwise noted, the directors and executive officers, and all directors and executive officers as a group, have sole voting power and sole investment power over the shares listed.

 

(1)

An asterisk indicates that the percentage of Common Stock projected to be beneficially owned by the named individual does not exceed one percent of our Common Stock outstanding at February 27, 2017.

 

(2)

Includes 406,920 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017 and 599,217 shares jointly held in family trusts. This amount also includes 44,843 shares directly held.

 

(3)

Includes 2,230 shares directly held and 17,720 vested restricted stock units, deferred until termination of service from the Board.

 

(4)

Includes 9,960 shares directly held and 5,690 vested restricted stock units, deferred until termination of service from the Board.

 

(5)

Includes 8,200 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017 and 15,450 vested restricted stock units, deferred until termination of service from the Board. This amount also includes 2,800 shares directly held.

 

(6)

Includes 3,700 vested restricted stock units, deferred until termination of service from the Board. This amount also includes 5,910 shares directly held.

 

(7)

Includes 19,750 vested restricted stock units, deferred until termination of service from the Board.

 

(8)

Includes 8,200 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017 and 17,340 vested restricted stock units, deferred until termination of service from the Board. This amount also includes 2,410 shares directly held.

 

(9)

Includes 71,350 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017 and 113,671 shares jointly held in a family trust. The amount also includes 9,740 vested restricted stock units that are deferred until termination of service from the Board and 30,590 shares directly owned.

 

(10)

Includes 153,151 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017, and 57,767 shares directly held.

 

(11)

Includes 108,710 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017, and 142,513 shares directly held.

 

(12)

Includes 9,027 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017 and 6,694 shares directly held.

 

(13)

Includes 63,227 shares of Common Stock issued under options currently exercisable within 60 days of February 27, 2017 and 23,157 shares directly held.

 

(14)

Reflects Mr. Sliva’s ownership as of his date of departure from the Company in November 2016.

(15)

Mr. Sliva left the Company in November 2016 and, therefore, shares beneficially owned by Mr. Sliva are not included herein.

 

(16)

We have been informed pursuant to the Schedule 13G/A filed with the SEC on February 7, 2017 by T. Rowe Price Associates, Inc. that (i) T. Rowe Price Associates, Inc. beneficially owns 7,160,299 shares of our Common Stock; and (ii) T. Rowe Price Associates, Inc. has (A) sole voting power as to 1,827,843 shares, (B) no shared voting power, (C) sole dispositive power as to 7,160,299 shares, and (D) no shared dispositive power. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

 

(17)

We have been informed pursuant to the Schedule 13G/A filed with the SEC on January 27, 2017 by BlackRock, Inc. that (i) BlackRock, Inc. beneficially owns 4,405,631 shares of our Common Stock; and (ii) BlackRock, Inc. has (A) sole voting power as to 4,139,034 shares, (B) no shared voting power, (C) sole dispositive power as to 4,405,631 shares, and (D) no shared dispositive power. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

 

(18)

We have been informed pursuant to the Schedule 13G/A filed with the SEC on February 13, 2017 by The Vanguard Group (“Vanguard”) that (i) Vanguard is the beneficial owner of 4,320,675 shares of our

 

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Common Stock; (ii) Vanguard has (A) sole voting power as to 33,261 shares, (B) shared voting power as to 6,002 shares, (C) sole dispositive power as to 4,284,114 shares and (D) shared dispositive power as to 36,561 shares. The principal address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

 

(19)

We have been informed pursuant to the Schedule 13G/A filed with the SEC on January 25, 2017 by Wells Fargo & Company (“Wells Fargo”) that (i) Wells Fargo is the beneficial owner of 4,049,586 shares of our Common Stock; (ii) Wells Fargo has (A) sole voting power as to 10,886 shares, (B) shared voting power as to 926,499 shares, (C) sole dispositive power as to 10,886 shares and (D) shared dispositive power as to 4,038,701 shares. The principal address of Wells Fargo is 420 Montgomery Street, San Francisco, CA 94163.

 

(20)

We have been informed pursuant to the Schedule 13G/A filed with the SEC on January 27, 2017 by JPMorgan Chase & Co. (“JPMorgan”) that (i) JPMorgan beneficially owns 3,830,493 shares of our Common Stock; and (ii) JPMorgan Chase has (A) sole voting power as to 3,744,381 shares, (B) no shared voting power, (C) sole dispositive power as to 3,819,160 shares and (D) no shared dispositive power. The principal business address of JPMorgan is 270 Park Ave., New York, NY 10017.

 

(21)

We have been informed pursuant to the Schedule 13G/A filed with the SEC on February 14, 2017 by FMR LLC (“FMR”) that (i) FMR is the beneficial owner of 3,564,732 shares of our Common Stock; (ii) FMR has (A) sole voting power as to 362,567 shares, (B) no shared voting power, (C) sole dispositive power as to 3,564,732 shares and (D) no shared dispositive power. The principal address of FMR is 245 Summer Street, Boston, MA 02210.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of these reports. Mr. Foulston became the Company’s Chief Financial Officer on December 2, 2017, however, his initial statement of beneficial ownership of securities on Form 3 was filed late with the SEC on December 19, 2016 due to inadvertent administrative error. Based on the Company’s review of the copies of these reports received by it, and written representations, if any, received from Reporting Persons with respect to such filings, and except as noted above, we believe that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act during 2016.

 

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DIRECTORS AND MANAGEMENT
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