TREEHOUSE FOODS, INC. We are TreeHouse
As a leading private brands snacking and beverage manufacturer in North America, we believe we are well positioned across attractive categories to satisfy evolving customer needs. Our people and talent are the heart of our organization. All that we've accomplished would not be possible without the dedication and contribution from our extraordinary TreeHouse Foods team members. Thank you for all that you do to deliver exceptional products to our customers and to make TreeHouse Foods a great place to work.
Our Values:
Own it | Commit to | Be agile | |
excellence | |||
Speak up | Better together |
Our Purpose:
Engage and Delight - One Customer at a Time
Notice of Annual Meeting of Stockholders
Meeting Details
To the Stockholders of TreeHouse Foods, Inc.:
DATE AND TIME
Thursday, April 25, 2024 9:00 a.m. CDT
LOCATION
You are cordially invited to the Annual Meeting of Stockholders ("Annual Meeting") of TreeHouse Foods, Inc. ("TreeHouse," "Company," "we," "us," or "our," as the context requires) to be held on Thursday, April 25, 2024 at 9:00 a.m. Central Daylight Time.
Your vote is very important to us. Whether or not you plan to attend the 2024 Annual Meeting online, we encourage you to vote promptly. You can vote via the internet, by telephone, by mail or by attending and voting online during the Annual Meeting. We hope that you vote your shares, which in turn helps us ensure that our corporate governance practices, decisions and strategy all remain aligned with the priorities of our stockholders and other stakeholders. Regular, transparent interaction with our stockholders is a cornerstone of our corporate governance practices.
The following matters will be considered at the Annual Meeting:
Via live webcast at www.virtualshareholdermeeting
.com/THS2024
WHO CAN VOTE
Stockholders of record as of March 1, 2024
Proposals
- Election of four directors named in the Proxy Statement to hold office until the 2025 Annual Meeting
- Advisory vote to approve the Company's executive compensation.
- Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024.
Board Vote | For Further |
Recommendation | Details |
FOR each director | Page 23 |
nominee | |
FOR | Page 35 |
FOR | Page 87 |
Stockholders will also act on any other business properly presented to the meeting.
Similar to last year, we will conduct our 2024 Annual Meeting in a virtual format with no physical in-person meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Stockholders can attend the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/THS2024 where you will be able to listen to the meeting live, submit questions and vote.
This Notice of the 2024 Annual Meeting and Proxy Statement contain details of the business to be conducted at the upcoming Annual Meeting. For more information about registering to attend the Annual Meeting, please refer to the Summary of the Annual Meeting section in the accompanying proxy statement. On or about March 15, 2024, we will distribute our 2024 Proxy Statement ("Proxy Statement"), our 2023 Annual Report ("Annual Report"), and a proxy card to our stockholders.
On behalf of our Board, we thank you for your continued support and investment in TreeHouse Foods, Inc.
Kristy N. Waterman
EVP, Chief Human Resources Officer, General Counsel & Corporate Secretary
March 14, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2024
Our proxy materials include this Proxy Statement, a proxy card and our Annual Report and are available free of charge at www.proxyvote.com.
Table of Contents
Proxy Statement Summary | 1 |
Environmental, Social and Governance | 10 |
Corporate Governance | 15 |
Board Structure | 15 |
Board Practices, Processes and Policies | 18 |
Compensation Committee Interlocks and Insider Participation | 19 |
The Board's Role and Responsibilities | 21 |
PROPOSAL 1 - Election of Directors | 23 |
Biographical Information of Director Nominees and Continuing | |
Directors | 26 |
Director Compensation | 30 |
Cash Compensation | 31 |
Equity-Based Compensation | 32 |
Director Stock Ownership Guidelines | 32 |
Executive Officers | 33 |
PROPOSAL 2 - Advisory Vote to Approve the | 35 |
Company's Executive Compensation | |
Executive Compensation | 36 |
Compensation Discussion & Analysis | 37 |
Executive Overview | 39 |
Our Performance-Based Compensation Structure | 45 |
2023 Executive Compensation Program Details | 52 |
Other Compensation Policies | 63 |
Other Compensation Information | 64 |
Report of the Compensation Committee | 65 |
Named Executive Officer Compensation | 66 |
2023 Summary Compensation Table | 66 |
Grants of Plan Based Awards in 2023 | 70 |
Outstanding Equity Awards at 2023 Fiscal Year-End | 73 |
Option Exercises and Stock Vested in 2023 | 75 |
Retirement Plans | 75 |
Potential Payments Upon Termination or Change in Control | 76 |
CEO Pay Ratio | 80 |
Pay Versus Performance | 81 |
Audit Matters | 85 |
Report of the Audit Committee | 85 |
Pre-Approval Policy | 86 |
Fees Billed by Independent Registered Public Accounting Firm | 86 |
PROPOSAL 3 - Ratification of the Selection | |
of Independent Registered Public | 87 |
Accounting Firm | |
Stock Ownership | 88 |
Security Ownership of Management and Directors | 88 |
Persons Owning More than Five Percent of the Company's | |
Common Stock | 89 |
Delinquent Section 16(a) Reports | 90 |
Summary of the Annual Meeting | 91 |
Appendix A | 96 |
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
Meeting Details
DATE | TIME | LOCATION | WHO CAN VOTE |
Thursday, | 9:00 a.m. Central | Via live webcast at | Stockholders of |
April 25, 2024 | Daylight Time | www.virtualshareholdermeeting.com/THS2024 | record as of |
March 1, 2024 | |||
How to Vote |
BY INTERNET
Go to www.proxyvote.com to use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on Wednesday, April 24, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
BY TELEPHONE
Call 1-800-690-6903 and use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on Wednesday, April 24, 2024. Have your proxy card in hand when you call and then follow the instructions.
BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
DURING THE ANNUAL MEETING
Go to www.virtualshareholdermeeting.com/THS2024. You may attend the meeting via the internet and vote during the meeting. You will need the control number provided on your proxy card that accompanied your proxy materials in order to vote during the virtual Annual Meeting.
2024 Proxy Statement | TreeHouse Foods, Inc. | 1 |
Proxy Statement Summary
Voting Matters
Proposals
- Election of four directors to hold office until the 2025 Annual Meeting.
- Advisory vote to approve the Company's executive compensation.
- Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024.
Stockholders will also act on other business properly presented to the meeting.
Board Vote | For Further |
Recommendation | Details |
FOR each director | Page 23 |
nominee | |
FOR | Page 35 |
FOR | Page 87 |
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management's beliefs and assumptions. Forward-looking statements may be identified by the use of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "outlook," "projects," "forecasts," and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2023, under the heading "Risk Factors" in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Proxy Statement speak only as of the date of this Proxy Statement. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more complete information regarding the Company's 2023 performance, please review the Company's Form 10-K for the year ended December 31, 2023.
Standards of measurement and performance made in reference to our environmental, social, governance, and other sustainability plans and goals may be based on protocols, processes and assumptions that continue to evolve and are subject to change in the future, including due to the impact of future rulemaking. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into, and does not constitute a part of, this Proxy Statement.
Company Overview
TreeHouse Foods is a leading private brands snacking and beverage manufacturer in North America. Our purpose is to Engage and Delight - One Customer at a Time. We serve a wide range of customers across North America. Our products are available to consumers every day through the retail grocery, warehouse & club store and e-commerce channels. Our products are also sold to restaurants and institutions through foodservice distributors. Many of our products serve industrial, ingredient, export and co-pack customers as well. Through our customer focus and category experience, we strive to deliver excellent service, build capabilities and provide insights to drive mutually profitable growth for both TreeHouse and our customers.
We operate a network of approximately 26 production facilities across the United States and Canada. Our uncompromising standards of food safety and quality are underpinned by manufacturing best practices, a process-driven culture and continuous improvement principles.
We believe we are well positioned at the intersection of snacking & beverage and private brands trends, across attractive growth categories. Our portfolio includes snacking, beverages & drink mix, as well as other grocery offerings. We also offer our customer partners a range of value and nutritional solutions, including natural, organic, kosher, and gluten free offerings, and offerings which contain ingredients which are third-party certified as responsibly sourced, providing each customer with the capability to meet the unique needs of all consumers.
2 | TreeHouse Foods, Inc. | 2024 Proxy Statement |
Proxy Statement Summary
Performance Highlights
We made significant progress in 2023 strengthening our leadership position at the intersection of private brands and snacking & beverage trends. Throughout the year, the overall economic backdrop was challenging for consumers. Grocery retailers continued to increase shelf prices to reflect broad-based inflationary pressure. These higher shelf prices, combined with nominal consumer savings rates and other macro factors put pressure on consumers, driving changes to their purchasing behavior. Ultimately, overall food and beverage unit consumption declined year-over-year. Private brands consistently outperformed national brands over the last year. By the end of 2023, private brands unit share reached an all-time high in our categories of just over 20%, underscoring its importance for both consumers and grocery retailers.
We are strategically positioned to compete profitably within private brands across the majority of our categories. During the year, we made strategic investments to strengthen our depth and capabilities across our categories, including in the following:
- Pretzels - purchased equipment in April 2023 to accelerate our entrance into the seasoned pretzel market, a rapidly growing subsegment of the pretzel category.
- Coffee - acquired roasting, grinding, flavoring and blending capabilities with a manufacturing facility in Northlake, TX to enhance vertical integration within our coffee business and expand our depth with end-to-end private brand coffee offerings in our portfolio. This transaction closed in June 2023.
- Pickles - announced our intent to purchase Bick's® pickles and other branded assets to enhance our depth of offerings, expand our presence in Canada, and increase our margin structure in the Pickles category. This transaction closed in January 2024.
Additionally, we further focused our portfolio with the sale of our Snack Bars business and Lakeville, Minnesota facility in September 2023. Following these actions, our enhanced portfolio is more sharply focused in higher-growth,higher-margin snacking and beverage categories.
Our strategic actions and investments also drove strong financial results in 2023. Our net sales grew by 4.1% year-over-year, primarily driven by pricing actions to offset inflationary pressure. These pricing actions also drove significant year-over-year improvement in our profitability. Additionally, we continued to execute our supply chain initiatives across our network. These initiatives generated savings, improved our margins, and restored our service levels back to the desired targets across most of our categories.
We also made significant progress in strengthening our balance sheet. In October 2023, we received repayment of the seller note receivable that we issued as part of the transaction to divest a significant portion of our Meal Preparation business in 2022. The cash proceeds provided by the note reduced our net debt profile and meaningfully improved our leverage position. This improved balance sheet provided the opportunity to deploy capital in a disciplined manner throughout the year. We focused on these investments in our business, including capital expenditures for growth and supply chain initiatives as well as infrastructure and maintenance at our manufacturing plants, and returning capital to stockholders. During 2023, we opportunistically repurchased approximately $100 million of company stock. Going forward, we will continue to take a disciplined approach to our capital allocation and maximizing returns.
Moving into 2024, we are concentrated on building upon our position as a focused private brands leader, capitalizing on the long-term growth prospects of our categories, and driving value for our stockholders. We look forward to converting many future opportunities to engage and delight our customers.
2024 Proxy Statement | TreeHouse Foods, Inc. | 3 |
Proxy Statement Summary
Key Financial Highlights Include:
Net Sales
$3,431.6M
Net sales from continuing operations of $3,431.6 million in 2023, compares to $3,297.1 million in 2022, an increase of 4.1% driven by pricing actions to recover inflation
Net Income from Continuing Operations
$59.0M
GAAP net income from continuing operations increased $68.2 million in 2023 to $59.0 million, representing 1.7% margin, primarily driven by pricing actions to recover inflation. This compares to a net loss from continuing operations of $(9.2) million, representing (0.3)% margin, in 2022
Adjusted EBITDA from Continuing Operations*
$365.9M
Adjusted earnings before interest, taxes, depreciation and amortization (adjusted "EBITDA") from continuing operations increased 25.4% to $365.9 million, or margin of 10.7%, and represents strong year-over- year improvement as pricing actions to recover inflation were reflected in results. This compares to adjusted EBITDA from continuing operations of $291.7 million, or margin of 8.8%, in 2022
Diluted Earnings Per Share from Continuing Operations
$1.05
GAAP diluted earnings (loss) per share from continuing operations of $1.05 in 2023, compares to $(0.16) in 2022, an increase of $1.21 per share
Adjusted Diluted Earnings Per Share from Continuing Operations*
$2.47
Adjusted diluted EPS of $2.47 in 2023, compares to $1.28 in 2022, an increase of 92.1%
Cash Returned to
Stockholders
$100.0M
TreeHouse Foods repurchased approximately $100 million in company shares during 2023
- Refer to Appendix A for a reconciliation of GAAP to Non-GAAP measures.
- TreeHouse Foods, Inc.
2024 Proxy Statement
Attachments
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Disclaimer
TreeHouse Foods Inc. published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 22:14:04 UTC.
