Edgar Filing: TreeHouse Foods, Inc.

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

TREEHOUSE FOODS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

TREEHOUSE FOODS, INC.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to Be Held on Thursday, April 26, 2012.

The Proxy Statement, Annual Report and other proxy materials are available at:

http://www.proxyvoting.com/ths

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.

We encourage you to access and review all of the important information contained in the proxy materials before voting.


		If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 12, 2012 to facilitate timely delivery.

		TO REQUEST PAPER COPIES OF PROXY MATERIALS: (please reference your 11-digit control number when requesting materials) By opting out to receive printed materials, your preference for future proxy mailings will be kept on our file.
		Telephone: Email: Internet:		1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688). shrrelations@bnymellon.com (you must reference your 11-digit control number in your email) http://www.proxyvoting.com/ths

TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE

This is not a proxy card. You cannot use this notice to vote your shares.

Dear TreeHouse Foods, Inc. Stockholder:

The 2012 Annual Meeting of Stockholders of TreeHouse Foods, Inc. (the “Company”) will be held at 2015 Spring Road, Lower Level, Conference Room A, Oak Brook, IL 60523, on Thursday, April 26, 2012, at 9:00 AM CST.

Proposals to be considered at the Annual Meeting:

(1)

to elect three Directors to hold office until the 2015 Annual Meeting of Stockholders;

(2)

to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2012;

(3)

to provide an advisory vote to approve the Company’s executive compensation;

(4)

to approve the amendment and restatement of our Equity and Incentive Plan, including an increase in the number of shares subject to the plan.

Management recommends a vote “FOR” Items 1, 2, 3 and 4.

The Board of Directors has fixed the close of business on March 5, 2012 as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

CONTROL NUMBER

LOGO


		YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO VOTE YOUR PROXY ELECTRONICALLY.



		19888

Stockholders of record as of the Record Date are encouraged and cordially invited to attend the Annual Meeting. Directions to attend the annual meeting where you may vote in person can be found on our website, www.treehousefoods.com.

Meeting Location:

2015 Spring Road

Lower Level

Conference Room A

Oakbrook, IL 60523

The following materials are available for you to review online:

—

the Company’s 2012 Proxy Statement (including all attachments thereto);

—

the Company’s 10-K for the year ended December 31, 2011; and

—

any amendments to the foregoing materials that are required to be furnished to stockholders.

To request a paper copy of the Proxy Materials:

(you must reference your 11-digit control number located on the reverse side of this form)


Telephone:		1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email:		shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)
Internet:		http://www.proxyvoting.com/ths

The Proxy Materials for TreeHouse Foods, Inc. are available to review at:

http://www.proxyvoting.com/ths

Have this notice available when you request a PAPER copy of the Proxy Materials,

when you want to view your proxy materials online

OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.

HOW TO VOTE BY INTERNET

We encourage you to review the proxy materials online before voting.

Use the Internet to vote your shares. On the landing page of the above website in the box labeled

“To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares.

Have this notice in hand when you access the website.

You will need to reference the 11-digit control number located on the reverse side.

19888