Market Cap: $1.8 billion | TreeHouse Foods, Inc. operates as a consumer packaged food and beverage manufacturer in the United States and internationally.
Background:
On January 29, 2021, JANA Partners (7.5%) delivered a notice to the company of their intent to propose three nominees for election at the 2021AGM. Source
On March 2, 2021, JANA Partners (7.4%) entered into a cooperation agreement with the company, and pursuant to it, TreeHouse will appoint to its board two new independent directors: John P. Gainor Jr. (one of the nominees of JANA Partners) and Kenneth I. Tuchman.
On November 8, 2021, the company announced its plan to explore strategic alternatives including a possible sale of the Company or a transaction to allow the Company to focus on its higher growth Snacking & Beverages business by divesting a significant portion of its Meal Preparation business.
On December 30, 2021, JANA Partners (9.2%) stated that it has nominated two Board candidates and intends to have constructive discussions with the board and management regarding avenues to resolve the company’s undervaluation and total stockholder return, including evaluating a sale of the company, operations, capital allocation, changes to the composition of the Board, corporate governance and compensation practices. Source
On January 27, 2022, JANA Partners (9.2%) delivered a notice to the company of its intent to propose Wendy Beck, Christopher Sliva and Scott Ostfeld for election at the 2022 AGM. JANA has nominated three nominees (rather than two) in the event that John P. Gainor Jr. is not renominated by the company for re-election at the 2022 annual meeting. Source
Update:
On April 12, 2022, JANA entered into a letter agreement with the company and pursuant to it, the company agreed to appoint Mr. Ostfeld to the Board as of the date hereof for a term expiring at the 2023 annual meeting of stockholders. In connection with the Letter Agreement, JANA delivered notice to the company that JANA had withdrawn both (i) the letter, dated January 27, 2022, delivered to the company, giving notice of JANA’s intent to nominate three individuals for election to the Board at the 2022 Annual Meeting and (ii) JANA’s demand to inspect certain books and records.
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