SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2011
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
Registrants telephone number, including area code: (708) 483-1300
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:
On February 24, 2011, the Board of Directors (the Board) of TreeHouse Foods, Inc. (the Company) amended Article I, Section 1.9 of the Amended and Restated By-laws of the Company (the By-laws) to adopt a majority vote standard in uncontested director elections. The new majority vote standard provides that to be elected in an uncontested election, a director nominee must receive the affirmative vote of a majority of the votes cast so that the number of votes cast for a director nominee exceeds the number of votes cast against that director nominee. A plurality vote standard will be retained for the election of directors only in the event of a contested election. Additionally, if an incumbent director nominee is not elected in a uncontested election, such director shall promptly tender his or her resignation to the Board for consideration in accordance with the Companys Corporate Governance Guidelines. The amendment to the By-laws was effective as of February 24, 2011.
The text of the amendment to the By-laws is set forth in Exhibit 3.1 hereto and incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDEX TO EXHIBITS