UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January 30,
2007
TREEHOUSE
FOODS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-32504
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20-2311383
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
|
(
I.R.S. employer
identification
no.)
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Two
Westbrook Corporate Center
Suite
1070
Westchester,
IL 60154
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60154
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (708)
483-1300
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers
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Effective
January 30, 2007, TreeHouse Foods, Inc. (“TreeHouse”) entered into a
Peformance-Vesting Restricted Stock Award Agreement pursuant to which Dennis
F.
Riordan, Senior Vice President and Chief Financial Officer of TreeHouse,
received a performance-based restricted stock award of 12,000 shares of common
stock of TreeHouse (the “Award”). The Award was issued under the TreeHouse
Foods, Inc. 2005 Long-Term Stock Incentive Plan (the “Plan”) pursuant to prior
approval by the Compensation Committee of the Board of Directors of TreeHouse.
On January 30, 2007, the last reported closing price of TreeHouse’s common
stock on the New York Stock Exchange was $29.70 per share.
The
shares under the Award may first vest on January 31, 2008 provided that
TreeHouse’s total shareholder return (as described in the Award agreement) for
the period beginning June 27, 2006 through January 31, 2008 meets or
exceeds the median total shareholder return for a selected peer group of
companies. Shares subject to the Award that could have vested on such date
but
did not may next vest on January 31, 2009 and January 31, 2010 to the
extent that TreeHouse’s total shareholder return meets or exceeds the Peer Group
median through the applicable January 31st date. Shares subject to the
Award also will vest upon a change in control (as defined in the Plan) occurring
on or before January 31, 2010.
The
foregoing description of the terms and conditions of the Award does not purport
to be complete and is qualified in its entirety by the terms and conditions
of
the Award agreement, a form of which is attached hereto as Exhibit 10.1 and
incorporated herein.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
Exhibit
10.1 Form
of
Performance-Vesting Restricted Stock Award Agreement
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TreeHouse
Foods, Inc.
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| Date: February 5,
2007 |
By: |
/s/Thomas
E.
O’Neill |
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Thomas
E. O’Neill
General
Counsel, Senior Vice President, Chief
Administrative Officer and officer duly authorized
to sign on behalf of the registrant
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INDEX
TO EXHIBITS
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Exhibit
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10.1
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Form
of Performance-Vesting Restricted Stock Award
Agreement
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