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 Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o 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.
o 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:
     
     
o Fee paid previously with preliminary materials.
o 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:
     
     
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(TREEHOUSE LOGO)
 
TREEHOUSE FOODS, INC.
TWO WESTBROOK CORPORATE CENTER
TOWER TWO, SUITE 1070
WESTCHESTER, ILLINOIS 60154
 
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON MAY 1, 2008APRIL 30, 2009
 
You are cordially invited to attend the Annual Meeting of Stockholders of TreeHouse Foods, Inc. (“TreeHouse” or the “Company”) that will be held at Two Westbrook Corporate Center, First Floor, Conference Center (Link Two/Five), Westchester, Illinois 60154, on Thursday, May 1, 2008,April 30, 2009, at 9:00 a.m., local time.
For the first time, we are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that thise-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. On March 18, 2009, we mailed to our stockholders who had not already requested paper material, a Notice containing instructions on how to access our 2009 proxy statement and annual report and vote online. All stockholders who have elected to continue to receive paper material will receive a copy of the proxy statement and annual report by mail. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy statement and annual report, if you only received a Notice by mail, or (ii) elect to receive your proxy statement and annual report over the Internet, if you received them by mail this year.
At the annual meeting you will be asked to vote on the following matters:
 
1. To elect two directors to hold office until the 2011 Annual Meeting of Stockholders;
1. To elect two directors to hold office until the 2012 Annual Meeting of Stockholders;
 2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2008;2009;
3. To vote on a proposal to amend Article Fourth of the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.01 par value, from 40,000,000 to 90,000,000; and
 
 3.4. To consider any other business that may properly come before the meeting.
 
The matters listed above are fully discussed in the proxy statement accompanying this notice. A copy of our 20072008 Annual Report is also enclosed.
 
The record date for the annual meeting is March 3, 2008.2009. Only stockholders of record as of March 3, 20082009 are entitled to notice of and to vote at the meeting.
 
Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or by completing, signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.
 
(-s- thomas e. o' neil)
Thomas E. O’Neill

Corporate Secretary
 
March 3, 20082009

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2008APRIL 30, 2009
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.
 
This proxy statement and our annual report are available athttp://bnymellon.mobular.net/bnymellon/THS.ths/. This Proxy Statementproxy statement includes information on the following matters, among other things:
 
 • The date, time and location of the annualAnnual Meeting;
 
 • A list of the matters being submitted to the stockholders for approval; and
 
 • Information concerning voting in person at the annual meeting.Annual Meeting.
If you want to receive a paper copy ore-mail 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 March 18, 2009 to facilitate timely delivery.

TABLE OF CONTENTS
 
     
  Page
 
SUMMARY OF THE ANNUAL MEETING
  2 
Who May Vote
  2 
How Proxies Work
  2 
Shares Held Through a Bank, Broker or Other Nominee
  23 
Quorum
  3 
Revoking a Proxy
  3 
Required Vote
  3 
Majority Vote Policy
  34 
ELECTION OF DIRECTORS (PROPOSALS 1 AND 2)(PROPOSAL 1)
  45 
Proposal 1 — Election of Sam K. ReedFrank J. O’Connell
  45 
Proposal 2 — Election of Ann M. SardiniTerdema L. Ussery, II
  45 
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)
6
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK (PROPOSAL 3)
  56 
CORPORATE GOVERNANCE
  57 
Current Board Members
  57 
Corporate Governance Guidelines
  67 
Director Independence
  68 
Nomination of Directors
  68 
Code of Ethics
  68 
Lead Independent Director
  78 
Meetings of the Board of Directors
  79 
Committee Meetings/Role of Committees
  79 
STOCK OWNERSHIP
  810 
Holdings of Management
  810 
Security Ownership of Certain Beneficial Owners and Management
  810 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  1112 
DIRECTORS AND MANAGEMENT
  1112 
Directors and Executive Officers
  1112 
COMPENSATION DISCUSSION AND ANALYSIS
  14 
Objectives of Our Compensation Program
  1415 
Components of Compensation
  15 
EXECUTIVE COMPENSATION
  1820 
20072008 Summary Compensation Table
  1820 
Details Behind All Other Compensation ColumnColumns
  1921 
20072008 Grants of Plan-Based Awards
  1921 
Employment Agreements
  1922 
Awards
  2023 
Salary and Bonus in Proportion to Total Compensation
  2023 
20072008 Outstanding Equity Awards at Fiscal Year-End
  2124 
20072008 Option Exercises and Stock Vested
  2125 
20072008 Non-Qualified Deferred Compensation
  2125 
Potential Payments Upon Termination or Change in Control
  22
2007 DIRECTOR COMPENSATION
25 


ii

     
  Page
 
2008 DIRECTOR COMPENSATION
29
Cash Compensation
  2529 
Equity-Based Compensation
  2529 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  2530 
COMMITTEE REPORTS
  2630 
Report of the Audit Committee
  2630 
Report of the Nominating and Corporate Governance Committee
  2731 
Report of the Compensation Committee
  2731 
FEES BILLDBILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  2832 
STOCKHOLDER PROPOSALS FOR 20092010 ANNUAL MEETING OF STOCKHOLDERS
  2832 
HOUSEHOLDING
  2832 
STOCKHOLDER COMMUNICATION WITH THE BOARD
  2933 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  2933 
OTHER MATTERS
  2933 
APPENDIX A — CORPORATE GOVERNANCE GUIDELINES: DIRECTOR INDEPENDENCE
  A-1 


iii

TREEHOUSE FOODS, INC.
TWO WESTBROOK CORPORATE CENTER
TOWER TWO, SUITE 1070
WESTCHESTER, ILLINOIS 60154
 
PROXY STATEMENT
 
SUMMARY OF THE ANNUAL MEETING
 
We are furnishing this proxy statement in connection with the solicitation of proxies by the Board of Directors of TreeHouse Foods, Inc. (“TreeHouse” or the “Company”) for use in voting at the Annual Meeting of Stockholders (the “Meeting”). The meeting will be held at our corporate headquarters at Two Westbrook Corporate Center, First Floor, Conference Center (Link Two/Five), Westchester, Illinois 60154, on Thursday, May 1, 2008,April 30, 2009, at 9:00 a.m. (Centeral(Central Time). This proxy statement is being sent to stockholders on or about March 13, 2008.18, 2009.
 
The solicitation of proxies from the stockholders is being made by the Board of Directors and management of the Company. The cost of this solicitation, including the cost of preparing and making the proxy statement, the proxy card, notice of annual meeting and annual report are all being paid for by the Company.
 
Who May Vote
 
If you are a stockholder of record on March 3, 2008,2009, you are entitled to vote at the Meeting. As of that date, there were 31,204,30531,547,500 shares of the Company’s common stock (“Common Stock”) outstanding, the only class of voting securities outstanding. You are entitled to one vote for each share of common stock you own, without cumulation, on each matter to be voted upon at the Meeting.
 
How Proxies Work
 
Only votes cast in person at the Meeting or received by proxy before the beginning of the Meeting will be counted at the Meeting. Giving us your proxy means you authorize us to vote your shares at the Meeting in the manner you direct. If your shares are held in your name, you can vote by proxy in three convenient ways:
 
 • By Internet:  Go tohttp://www.eproxy.com/THSthsand follow the instructions.
 
 • By Telephone:  Call toll-free 1-866-580-9477 and follow the instructions.
 
 • By mail:  Complete, sign, date and return your proxy card in the enclosed envelope.
 
Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Central Time) on April 30, 2008.29, 2009.
As permitted by Securities and Exchange Commission rules, TreeHouse Foods is making this proxy statement and its annual report available to its stockholders electronically via the Internet. On March 18, 2009, we mailed our stockholders a Notice containing instructions on how to access this proxy statement and our annual report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.
 
If your proxy is properly returned, the shares it represents will be voted at the Meeting in accordance with your instructions. If you do not give specific instructions, your shares will be voted as follows:
 
 • FOR the election of each of the two nominees for director set forth herein;
 
 • FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm;firm for 2009;


2

• FOR the increase in authorized shares of Common Stock; and
 
 • with respect to any other matter that may properly come before the Meeting, in the discretion of the persons voting the respective proxies.
 
The Board of Directors does not intend to bring any matters before the Meeting except those indicated in the notice. If any other matters properly come before the Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.


2

 
Shares Held Through a Bank, Broker or Other Nominee
 
If you are the beneficial owner of shares held in “street name” through a bank, broker or other nominee, such bank, broker or nominee, as the record holder of the shares, must vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items but not with respect to “non-discretionary” items. On non-discretionary items, for which you do not give instructions, the shares will be treated as “broker non-votes.” A discretionary item is a proposal that is considered routine under the rules of the New York Stock Exchange. Shares held in street name may be voted by your broker on discretionary items in the absence of voting instructions given by you. The proposalsproposal concerning the election of directors (Proposals 1 and 2) and(Proposal 1), the ratification of the independent registered public accounting firm (Proposal 2) and the proposal concerning the increase in authorized shares of common stock (Proposal 3) are all discretionary.
 
Quorum
 
Stockholders of record may vote their proxies by telephone, internet or mail. By using your proxy to vote in one of these ways, you authorize the three officers whose names are listed on the front of the proxy card accompanying this Proxy Statement to represent you and vote your shares. Holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum. Of course, if you attend the meeting, you may vote by ballot. If you are not present, your shares can be voted only when represented by a properly submitted proxy. Abstentions and broker non-votes (as described below under the heading — “Required Vote”) are counted for purposes of determining whether a quorum is met.
 
Revoking a Proxy
 
Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted at the Meeting by:
 
 • delivering to Thomas E. O’Neill, our Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary, a signed written revocation letter dated later than the date of your proxy;
 
 • submitting a proxy to the Company with a later date; or
 
 • attending the meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must also vote in person at the meeting).
 
Required Vote
 
The election of the nominees for director will become effective only upon the affirmative vote of shares of common stock representing a plurality of the votes cast “for” such nominee. A “plurality” means that the two individuals who receive the highest number of votes will be elected as directors. The ratification of the selection of our independent registered public accounting firm, the increase in authorized shares of Common Stock and the approval of any other matter that may properly come before the Meeting will become effective only upon the affirmative vote of shares of common stock representing a majority of the votes cast “for” or “against” such proposal. We refer to the election of each nominee for director, and the ratification of our independent registered public accounting firm and the proposed increase in authorized shares of Common Stock each as a “Proposal.” Votes cast


3

as “for,” “against” or “withhold” are counted as a vote, while votes cast as abstentions will not be counted as a vote. So calledSo-called “broker non-votes” (brokers failing to vote by proxy on any non-discretionary matters shares of the common stock held in nominee name for customers) will not be counted as a vote at the Meeting.
 
Majority Vote Policy
 
Our Corporate Governance Guidelines utilize a majority vote policy in the election of directors. Accordingly, if a nominee receives a greater number of votes marked “withhold” from his or her election than votes marked “for” his or her election, that nominee is required to tender his or her resignation following certification of the stockholder vote. The Nominating and Corporate Governance Committee is required to make recommendations to the Board with respect to any such letter of resignation. The Board is required to take action with respect to this recommendation and to disclose theirits decision-making process.


34

 
ELECTION OF DIRECTORS (PROPOSALSPROPOSAL 1 AND 2)
 
We have a classified Board of Directors (the “Board”) consisting of three classes. At each annual meeting a class of directors is elected for a term of three years to succeed any directors whose terms are expiring.
 
At the Meeting, you will elect a total of two directors to hold office, subject to the provisions of the Company’s Bylaws, until the annual meeting of stockholders in 20112012 and until their successors are duly elected and qualified. Unless you indicate otherwise, the shares represented by your proxy will be voted FOR the election of Mr. Sam K. ReedFrank J. O’Connell and Ms. Ann M. Sardini,Mr. Terdema L. Ussery, II, the nominees set forth below. See “Summary of the Annual Meeting — Required Vote” beginning on page 3 in this Proxy Statement and “Summary of the Annual Meeting — Majority Vote Policy” beginning on page 34 in this Proxy Statement.
 
Mr. ReedMessrs. O’Connell and Ms. SardiniUssery have each agreed to be nominated and to serve as a director if elected. However, if any nominee at the time of his or her election is unable or unwilling to serve, or is otherwise unavailable for election, and as a result, another nominee is designated by the Board of Directors, then you or your designate will have discretion and authority to vote or refrain from voting for such nominee.
 
Proposal 1 — Election of Sam K. ReedDirectors
Election of Frank J. O’Connell —Continuing in office — Term expiring 20112012
 
The Nominating and Corporate Governance Committee and the Board have recommended Mr. ReedO’Connell for nomination for re-election to the Company’s Board of Directors. Certain information about Mr. ReedO’Connell is contained below.
 
Sam K. ReedFrank J. O’Connellis the Chairman of our Board of Directors.was elected as a Director on June 6, 2005. Since June 2004, Mr. ReedO’Connell has served as our Chief Executive Officer since January 2005. Priora senior partner of The Parthenon Group. From November 2000 to joining us, Mr. Reed was a principal in TreeHouse LLC, an entity unrelated to the Company that was formed to pursue investment opportunities in consumer packaged goods businesses. From March 2001 to AprilJune 2002, Mr. Reed served as Vice Chairman of Kellogg Company. From January 1996 to March 2001, Mr. Reed served as the President and Chief Executive Officer and as a director of Keebler Foods Company. Prior to joining Keebler, Mr. Reed served as Chief Executive Officer of Specialty Foods Corporation’s (unrelated to Dean Foods) Western Bakery Group division from 1994 to 1995. Mr. Reed has alsoO’Connell served as President and Chief Executive Officer of Mother’s CakeIndian Motorcycle Corporation. From June 2002 to May 2004, Mr. O’Connell served as Chairman of Indian Motorcycle Corporation. Indian Motorcycle Corporation was liquidated under applicable California statutory procedures in January 2005. From 1996 to 2000, Mr. O’Connell served as Chairman, President and Cookie Co.Chief Executive Officer of Gibson Greetings, Inc. From 1991 to 1995, Mr. O’Connell served as President and Chief Operating Officer of Skybox International. Mr. O’Connell has held Executivepreviously served as President of Reebok Brands, North America, President of HBO Video and Senior Vice President positions at Wyndham Bakery Products and Murray Bakery Products. In addition to our Board,of Mattel’s Electronics Division. Mr. Reed serves on the Board of Directors of Weight Watchers International. Mr. ReedO’Connell holds a B.A. from Rice University and an M.B.A. from StanfordCornell University. Mr. O’Connell is the Chairman of the Nominating and Corporate Governance Committee of our Board of Directors.
 
RECOMMENDATION:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF
SAM K. REED TO SERVE ON THE COMPANY’S BOARD OF DIRECTORS
Proposal 2 — Election of Ann M. SardiniTerdema L. Ussery, II —Standing for election at this meeting for a termContinuing in office — Term expiring 20112012
 
The Nominating and Corporate Governance Committee and the Board have recommended Ms. SardiniMr. Ussery for nomination for electionre-election to the Company’s Board of Directors. Certain information about Ms. SardiniMr. Ussery is contained below.
 
Ann M. SardiniTerdema L. Ussery, IIwas elected as a Director on June 6, 2005. Since April 1997, Mr. Ussery has served as the President and Chief FinancialExecutive Officer of Weight Watchers International, Inc. since April 2002. Ms. Sardinithe Dallas Mavericks. Since September 2001, Mr. Ussery has over 20 years of experience in senior financial management positions in branded media and consumer products companies. Shealso served as Chief FinancialExecutive Officer of Vitamin Shoppe.com, Inc. from September 1999HDNet. From 1993 to December 2001, and from March 1995 to August 1999 she1996, Mr. Ussery served as Executive Vicethe President of Nike Sports Management. From 1991 to 1993, Mr. Ussery served as Commissioner of the Continental Basketball Association (the “CBA”). Prior to becoming Commissioner, Mr. Ussery served as Deputy Commissioner and Chief Financial Officer forGeneral Counsel of the Children’s Television Workshop. In addition, Ms. Sardini has held finance positionsCBA from 1990 to 1991. From 1987 to 1990, Mr. Ussery was an attorney at QVC, Inc., Chris Craft Industries and the National Broadcasting Company.Morrison & Foerster LLP. In addition to our Board, Ms. SardiniMr. Ussery serves on the Board of Directors of The Timberland Company, and Entrust, Inc. He also serves on the Advisory Board of Wingate Partners, LP and as Chairman of the Board of Commissioners of the Dallas Housing Authority. Mr. Ussery holds a B.A. from Boston CollegePrinceton University, an M.P.A. from Harvard University and an M.B.Aa J.D. from Simmons College Graduate Schoolthe University of Management.California at Berkeley. Mr. Ussery is the Chairman of our Compensation Committee and he is a member of the Audit Committee of our Board of Directors.
 
RECOMMENDATION:
THE BOARD OF DIRECTORS RECOMMENDS ATHAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF
ANN M. SARDINI BOTH DIRECTOR NOMINEES TO SERVE ON THE COMPANY’S
BOARD OF DIRECTORS


45

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (PROPOSAL 3 )2)
 
Deloitte & Touche LLP audited our financial statements for fiscal year 20072008 and has been selected by the Audit Committee of our Board of Directors to audit our financial statements for fiscal year 2008.2009. A representative of Deloitte & Touche LLP will attend our annual meeting, where he or she will have the opportunity to make a statement, if he or she desires, and will be available to respond to appropriate stockholder questions.
 
Stockholder ratification of the selection of Deloitte & Touche LLP is not required by our By-laws. However, our Board of Directors is submitting the selection of Deloitte & Touche LLP to you for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, our Audit Committee will review its future selection of independent registered public accounting firms. Even ifreconsider whether or not to retain Deloitte & Touche LLPLLP. Even if the selection is ratified, the Audit Committee in its discretion may change todirect the appointment of a different independent registered public accounting firm if they determine such a change would be in the best interests of the Company and our stockholders.
 
For information regarding audit and other fees billed by Deloitte & Touche LLP for services rendered in fiscal years 20062007 and 2007,2008, see “Fees Billed by Independent Registered Public Accounting Firm” on page 2532 of this Proxy Statement.
 
RECOMMENDATION:
THE BOARD OF DIRECTORS RECOMMENDS ATHAT SHAREHOLDERS VOTE “FOR” THE
RATIFICATION OF THE
SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK (PROPOSAL 3)
The Board of Directors believes that it is in the Company’s best interest to approve a proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of shares of Common Stock the Company is authorized to issue from 40,000,000 to 90,000,000. As of March 3, 2009, there were 31,547,500 shares of Common Stock of the Company issued and outstanding. Taking into account the 4,708,211 shares granted but not exercised under the Equity and Incentive Plan, the Company has only approximately 3,744,289 shares of Common Stock available for issuance under its current Certificate of Incorporation. The Company believes that the amount of Common Stock available for issuance needs to be increased for general corporate purposes and as well as to avail itself of opportunities to raise capital or make acquisitions through the issuance of equity securities.
The Company has no current plans to use its shares in an exchange, merger, consolidation, acquisition or similar transaction, but approval of the amendment would permit such actions to be taken without the delays and expense associated with obtaining shareholder approval, except to the extent required by applicable state law or stock exchange listing requirements for the particular transaction. Although the availability of additional shares of Common Stock provides flexibility in carrying out corporate purposes, such availability, as well as the availability of preferred stock that the Board may issue on such terms as it selects, could make it more difficult for a third party to acquire a majority of our outstanding voting stock. Although this effect could be construed as having potential anti-takeover effects, neither the Board nor the Company’s management views this proposal in that perspective. This proposal is not being submitted as a result of or in response to any known accumulation of stock or threatened takeover or attempt to obtain control of the Company by means of a business combination, tender offer, solicitation in opposition to management or otherwise by any person. In addition, the issuance of additional shares of Common Stock could lead to the dilution of existing shareholders.
Under its Restated Certificate of Incorporation, the Company currently has authorized 10,000,000 shares of preferred stock ($0.01 par value), none of which are currently outstanding. The Company is not proposing any change to the authorized preferred stock or any other provision of the Restated Certificate of Incorporation.


6

The Board of Directors has adopted resolutions setting forth the following proposed amendment to the Certificate of Incorporation and directing that the proposed amendment be submitted to the holders of the Company’s Common Stock for approval at the Meeting:
FOURTH:  The total number of shares of all classes of stock which the Company shall have authority to issue is 100,000,000 shares, consisting of (i) 90,000,000 shares of Common $0.01 par value per share (“Common Stock”), and (ii) 10,000,000 shares of preferred $0.01 par value per share (“Preferred Stock”).
If adopted by the shareholders, the amendment will become effective upon filing of a certificate of amendment with the Secretary of State of Delaware.
Vote Required
Approval of the amendment to the Certificate of Incorporation requires the affirmative vote of a majority of the shares of the Common Stock entitled to vote on the matter. As a result, abstentions, broker non-votes or the failure to submit a proxy or vote in person at the Meeting will have the same effect as a vote against the proposal.
RECOMMENDATION:
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO ARTICLE FOURTH OF ITS CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 40,000,000 TO 90,000,000
 
CORPORATE GOVERNANCE
 
Current Board Members
 
The members of the Board of Directors on the date of this proxy statement, and the committees of the Board on which they serve, are identified below. In addition to the current members set forth below, Ms. Michelle R. Obama was a member of our Board and the Audit and Nominating and Corporate Governance Committees until her resignation in May 2007. Mr. Gregg L. Engles currently serves aswas a member of our Board, but he has indicated that he plans to retireretired from the Board when his current term expires. He, therefore, is not standing for re-election toexpired at the Board at this year’s Annual Meeting.May 1, 2008 annual meeting of stockholders.
 
             
        Nominating
 
        and Corporate
 
  Compensation
  Audit
  Governance
 
Director
 Committee  Committee  Committee 
 
Sam K. Reed            
George V. Bayly  *  **
Gregg L. Engles    
Diana S. Ferguson  *      *
Frank J. O’Connell  **      **
Gary D. SmithAnn M. Sardini      *  *
Gary D. Smith*
Terdema L. Ussery, II  **  *    
 
 
*Member
**Chairman
 
Corporate Governance Guidelines
 
We are committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically and in accordance with our Code of Ethics. All of the Company’s corporate governance materials, including the Corporate Governance Guidelines, committee charters and the Code of Ethics are published on the Company’s website atwww.treehousefoods.comin the investor relations information section and are also available upon request from the Corporate Secretary. The Board regularly reviews corporate


5

governance developments and modifies the Company’s corporate governance materials as warranted. We will post any modifications of our corporate governance materials on our Company’s website.


7

 
Director Independence
 
The New York Stock Exchange listing rules require that a majority of the Company’s directors be independent. The Board determined that (i) Messrs. Bayly, O’Connell, Smith and Ussery and Ms. Sardini have no direct or indirect material relationships with management, and that they satisfy the New York Stock Exchange’s independence guidelines and are independent, (ii) Ms. Ferguson and Ms. Sardini havehas only an immaterial relationshipsrelationship with us satisfyand satisfies the New York Stock Exchange’s independence guidelines and areis independent and (iii) Messrs.Mr. Reed and Engles areis not independent.
 
In making its independence determination with respect to Ms. Ferguson, the Board considered that Ms. Ferguson iswas a director of Integrys Energy Corporation until March 31, 2008 whose subsidiary, Wisconsin Public Service, provides energy services to the Company. The Board noted, however, that the amount of the services provided was less than the thresholds contained in the New York Stock Exchange’s independence guidelines and that such services were provided to the Company on an arms’-lengtharms-length basis and in accordance with normal sourcing procedures for this type of service. The Board has concluded that this relationship is not material and that Ms. Ferguson is independent.
In making its independence determination with respect to Ms. Sardini, the Board considered that Ms. Sardini is the Chief Financial Officer of Weight Watchers International, Inc., and Mr. Reed currently serves as a member of the board of directors of Weight Watchers. Mr. Reed has announced his intention to resign from the Weight Watchers board in conjunction with its 2008 annual meeting of shareholders. Additionally, Mr. Reed has not served on the compensation committee of Weight Watchers. The Board has concluded that this relationship is not material and that Ms. Sardini is independent.
 
All members of our Audit, Compensation and Nominating and Corporate Governance committees are independent directors. The Board has determined that all of the members of our Audit Committee also satisfy the additional Securities and Exchange Commission independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors’ compensation. The portion of the Corporate Governance Guidelines addressing director independence is attached to this proxy statement asAppendix A.
 
Nomination of Directors
 
The Board, which is responsible for approving candidates for Board membership, has delegated the process of screening and recruiting potential director nominees to the Nominating and Corporate Governance Committee in consultation with the Chairman of the Board and Chief Executive Officer. The Nominating and Corporate Governance Committee seeks candidates who have a reputation for integrity, honesty and adherence to high ethical standards and who have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company. When the committee reviews a candidate for Board membership, the committee looks specifically at the candidate’s background and qualifications in light of the needs of the Board and the Company at that time, given the then current composition of the Board.
 
Code of Ethics
 
All directors, officers and employees of the Company must act ethically at all times and in accordance with the policies comprising the Company’s Code of Ethics. The Company’s Code of Ethics is published on the investor relations section of the Company’s website atwww.treehousefoods.com.
 
Lead Independent Director
 
The Board of Directors has appointed a non-management director to serve in a lead capacity (“Lead Independent Director”) to coordinate the activities of the other non-management directors, and to perform such other duties and responsibilities as the Board of Directors may determine.


6

Currently, the Lead Independent Director is Terdema L. Ussery.Gary D. Smith. The role of the Lead Independent Director includes:
 
 • Conducting and presiding at executive sessions of the Board.
 
 • Acting as a regular communication channel between the non-employee members of the Board and the Chief Executive Officer of the Company.
 
 • In the event of the unavailability or incapacity of the Chairman of the Board, calling and conducting special meetings of the Board.


8

 
Meetings of the Board of Directors
 
The Board of Directors met eightsix times during 2007.2008. In addition, there werewas also twoone written consents that wereconsent approved by the Board in 2007.2008. Each of the members of the Board participated in at least 75%over 90% of the meetings of the Board of Directors and committee meetings that took place while such person was a member of the Board and the applicable Committee. Members of the Board are expected to attend each meeting, as set forth in the Company’s Corporate Governance Guidelines, and substantially all of the members of the Board participated in 100% of the Board and Committee meetings during 2007.2008. It is the Board’s policy that all of our directors attend the Annual Meeting of Stockholders absent exceptional cause. All of our directors attended the Annual Meeting of Stockholders in 2007.2008. The non-management directors of the Company meet regularly (at least quarterly) in executive session of the Board without management present. The Lead Independent Director presides over non-management sessions.
 
The Board of Directors has established standing Audit, Compensation, and Nominating and Corporate Governance committees. The Board of Directors determines the membership of each of these committees from time to time and, to date, only outside directors have served on these committees.
 
Committee Meetings/Role of Committees
 
Audit Committee:  The Audit Committee held tennine meetings during 2007.2008. The Committee presently consists of Messrs. Bayly Smith and Ussery.Ussery and Ms. Obama also served on the Audit Committee until her resignation from the Board in May 2007.Sardini. The Audit Committee is composed entirely of independent directors (in accordance with the New York Stock Exchange listing standards and SEC rules). In addition, the Board of Directors has determined that Mr.Messrs. Bayly the chairperson of the Audit Committee, isand Ussery and Ms. Sardini are each qualified as an audit committee financial expert within the meaning of SEC regulations and the Board has determined that heeach of them has accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Committee reviews and approves the scope and cost of all services (including non-audit services) provided by the firm selected to conduct the audit. The Committee also monitors the effectiveness of the audit effort and financial reporting, and inquires into the adequacy of financial and operating controls. The report of the Audit Committee is set forth later in this proxy statement.
 
Compensation Committee:  The Compensation Committee held sixseven meetings in 2007.2008. In addition, there was also one written consent approved by the Committee in 2008. The Committee presently consists of Messrs. Bayly, O’ConnellUssery and Ussery.Smith and Ms. Ferguson. The Committee is composed entirely of non-management, independent directors. The Compensation Committee reviews and approves salaries and other matters relating to compensation of the senior officers of the Company, including the administration of the TreeHouse Foods, Inc. Equity and Incentive Plan. The Compensation Committee also reviews the Company’s general compensation and benefit policies and programs, administers the Company’s 401(k) plan, and recommends director compensation programs to the Board of Directors. The report of the Compensation Committee is set forth later in this proxy statement.
 
Nominating and Corporate Governance Committee:  The Nominating and Corporate Governance Committee held seven meetings in 2007.2008. The Committee presently consists of Mr. O’Connell, Ms. Diana S. Ferguson who was elected to the Board in January 2008, and Messrs. O’Connell and Smith. Ms. Obama also served on the Committee prior to her resignation from our Board in May 2007.Sardini. The Committee is composed entirely of non- management,non-management, independent directors. The Nominating and Corporate Governance Committee also met in February 20082009 to propose the nominees whose election to the Company’s Board of Directors is a subject of this proxy statement. The purposes of the


7

Nominating and Corporate Governance Committee are (i) to identify individuals qualified to become members of the Board, (ii) to recommend to the Board the persons to be nominated for election as directors at any meeting of the stockholders, (iii) in the event of a vacancy on or increase in the size of the Board, to recommend to the Board the persons to be nominated to fill such vacancy or additional Board seat, (iv) to recommend to the Board the persons to be nominated for each committee of the Board, (v) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, including the Company’s Code of Ethics, and (vi) to oversee the evaluation of the Board. The Nominating and Corporate Governance Committee will consider nominees who are recommended by stockholders, provided such recommendations are made in accordance with the nominating procedures set forth in the Company’s By-laws. The report of the Nominating and Corporate Governance Committee is set forth later in this proxy statement.


9

 
STOCK OWNERSHIP
 
Holdings of Management
 
The executive officers and directors of the Company own shares, and exercisable rights to acquire shares, representing an aggregate of 2,074,0612,186,167 shares of Common Stock or approximately 6.6%6.9% of the outstanding shares of Common Stock (see “Security Ownership of Certain Beneficial Owners and Management”). Such officers and directors have indicated an intention to vote in favor of each Proposal.
 
Security Ownership of Certain Beneficial Owners and Management
 
The following table sets forth, as of the close of business on February 18, 2008,20, 2009, certain information with respect to the beneficial ownership of common stock beneficially owned by (i) each director of the Company, (ii) the Chief Executive Officer, Chief Financial Officer of the Company and three most highly compensated executive officers of the Company other than the Chief Executive Officer (collectively, the “TreeHouse Executive Officers” or “TEOs”), (iii) all executive officers and directors as a group and (iv) each stockholder who is known to the Company to be the beneficial owner, as defined inRule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of more than 5% of the outstanding Common Stock. Each of the persons listed below has sole voting and investment power with respect to such shares, unless otherwise indicated. The address of the Directors and Officers listed below isc/o TreeHouse Foods, Inc., Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois 60154.
 
                
 Common Stock
 Percent of
  Common Stock
 Percent of
 
Name of Beneficial Owner
 Beneficially Owned Class(1)  Beneficially Owned Class(1) 
Directors and Named Officers:
                
Sam K. Reed  550,234 (2)  1.8%  687,054(2)  2.2%
George V. Bayly  7,231 (3)  *   14,731(3)  * 
Gregg L. Engles  781,447 (4)  2.5%  460,932(4)  1.5%
Diana S. Ferguson  0       1,166(5)    
Frank J. O’Connell  7,031 (5)  *   14,531(6)  * 
Ann M. Sardini  0      
Gary D. Smith  9,031 (6)  *   16,531(7)  * 
Terdema L. Ussery, II  7,031 (7)  *   14,531(8)  * 
David B. Vermylen  289,041 (8)  *   380,255(9)  1.2%
Dennis F. Riordan  71,659 (9)  *   120,698(10)  * 
Thomas E. O’Neill  175,678 (10)  *   237,869(11)  * 
Harry J. Walsh  175,678 (11)  *   237,869(12)  * 
All directors and executive officers as a group (11 persons)  2,074,061   6.6%  2,186,167   6.9%
  
Principal Stockholders:                
FMR Corp.   4,123,506 (12)  13.2%
Iridian Asset Management LLC  3,337,908 (13)  10.7%
Farallon Capital Partners, L.P.   2,203,000 (14)  7.1%
Barclays Global Investor, NA  1,662,331 (15)  5.3%
Barclays Global Investors, NA  2,196,526(13)  7.0%
FMR LLC  4,726,456(14)  15.0%
Friess Associates LLC  1,637,400(15)  5.2%
Keeley Asset Management Corp.   1,785,000(16)  5.7%


8

Except as otherwise noted, the directors and executive officers, and all directors and executive officers as a group, have sole voting power and sole investment power over the shares listed.
 
 
(1)An asterisk indicates that the percentage of common stock projected to be beneficially owned by the named individual does not exceed one percent of our common stock.
 
(2)Includes 273,557410,377 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(3)Includes 7,03114,531 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.


10

(4)Includes 351,83631,321 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(5)Includes 7,0311,166 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(6)Includes 7,03114,531 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(7)Includes 7,03114,531 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(8)Includes 182,37114,531 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(9)Includes 66,659273,585 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(10)Includes 124,343115,698 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(11)Includes 124,343186,534 shares of Common Stock issued under options currently exercisable within 60 days of February 18, 2008.20, 2009.
 
(12)We have been informed pursuant to the Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2008 by FMR LLC (“FMR”), that (i) Fidelity Management and Research Company, a wholly owned subsidiary of FMR and a registered investment adviser, is the beneficial owner of 4,123,506Includes 186,534 shares of our Common Stock as a resultissued under options currently exercisable within 60 days of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940; (ii) the ownership of one investment company, Fidelity Contrafund, amounted to 3,119,827 shares of our Common Stock; (iii) FMR has (A) sole voting power as to 1,300 shares and (B) sole dispositive power as to 4,123,506 shares; (iv) Edward C. Johnson 3d., Chairman of FMR, has sole dispositive power as to 4,123,506 shares; and (v) members of the family of Mr. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The principal business address of FMR and Fidelity Contrafund is 82 Devonshire Street, Boston, Massachusetts 02109.February 20, 2009.
 
(13)We have been informed pursuant to the Schedule 13G/A filed with the Securities and Exchange Commission on February 4, 2008 by Iridian Asset Management LLC (“Iridian”) that (i) each of Iridian, BIAM (US) Inc., BancIreland (US) Holdings, Inc., The Governor and Company of the Bank of Ireland (“Bank of Ireland”) and BIAM Holdings have shared voting and dispositive power as to 3,337,908 shares of our Common Stock; (ii) Iridian has direct beneficial ownership of the shares of Common Stock in the accounts for which it serves as the investment adviser under its investment management agreements; (iii) BIAM (US) Inc., as the controlling member of Iridian, may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by Iridian; (iv) BancIreland (US) Holdings, Inc, as the sole shareholder of BIAM (US) Inc., may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by BIAM (US) Inc.; (v) BIAM Holdings, as the sole shareholder of BancIreland (US) Holdings, Inc, may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by BancIreland (US) Holdings, Inc.; and (vi) Bank of Ireland, as the sole shareholder of BIAM Holdings, may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by BIAM Holdings. The principal business address of Iridian is 276 Post Road West, Westport, CT06880-4704. The


9

principal business address of Bank of Ireland and BIAM Holdings is Head Office, Lower Baggot Street, Dublin 2, Ireland. The principal business address of BancIreland (US) Holdings, Inc. and BIAM (US) Inc. is Liberty Park #15, 282 Route 101, Amherst, NH 03110.
(14)We have been informed pursuant to the Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2008 by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P., Farallon Capital Offshore Investors II, L.P. (referred to collectively as the “Farallon Funds”), Farallon Capital Management, L.L.C. (“Farallon Management”), Farallon Partners, L.L.C. (“Farallon Partners”), Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly (referred to collectively as the “Individual Reporting Persons”) that (i) Farallon Capital Partners, L.P. has shared voting and dispositive power as to 442,500 shares of Common Stock; (ii) Farallon Capital Institutional Partners, L.P. has shared voting and dispositive power as to 284,100 shares of Common Stock; (iii) Farallon Capital Institutional Partners II, L.P., has shared voting and dispositive power as to 52,200 shares of Common Stock; (iv) Farallon Capital Institutional Partners III, L.P. has shared voting and dispositive power as to 34,400 shares of Common Stock; (v) Tinicum Partners, L.P. has shared voting and dispositive power as to 16,100 shares of Common Stock; (vi) Farallon Capital Offshore Investors II, L.P. has shared voting and dispositive power as to 443,600 shares of Common Stock; (vii) Farallon Capital Management, L.L.C. has shared voting and dispositive power as to 930,100 shares of Common Stock; (viii) Farallon Partners, L.L.C. has shared voting and dispositive power as to 1,272,900 shares of Common Stock; (ix) Chun R. Ding does not have voting or dispositive power as to any shares; and (x) each of the Individual Reporting Persons has shared voting and dispositive power as to 2,203,000 shares. Additionally, the shares of Common Stock reported for (i) the Farallon Funds are owned directly by the Farallon Funds; (ii) shares of Common Stock reported by Farallon Management on behalf of a certain account managed by Farallon Management, are owned directly by such account; (iii) Farallon Partners, as general partner of the Farallon Funds, may be deemed to be the beneficial owner of all such shares of Common Stock owned by the Farallon Funds; (iv) Farallon Management, as investment adviser to a certain account managed thereby, may be deemed to be the beneficial owner of all such shares owned by such account; (v) the Individual Reporting Persons, other than Mr. Ding, as managing members of both Farallon Partners and Farallon Management, with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such shares owned by the Farallon Funds and the certain account managed by Farallon Management; and (vi) each of Farallon Management, Farallon Partners and the Individual Reporting Persons have disclaimed any beneficial ownership of any shares of Common Stock. The principal business address of each of the Farallon Funds, Farallon Management, Farallon Partners and the Individual Reporting Persons isc/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
(15)We have been informed pursuant to the Schedule 13G filed with the Securities and Exchange Commission on February 6, 20085, 2009 that (i) Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors, LTD, Barclays Global Investors Japan Trust and Banking Company Limited, Barclays Global Investors Japan Limited Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited, and Barclays Global Investors (Deutschland) AG may be deemed to beneficially own 1,662,3312,196,526 shares of our Common Stock; (ii) Barclays Global Investors, NA has (A) sole voting power as to 581,801682,753 shares and (B) sole dispositive power as to 686,065803,036 shares; (iii) Barclays Global Fund Advisors has (A) sole voting power as to 684,0561,013,436 shares and (B) sole dispositive power as to 944,4491,372,402 shares; (iv) Barclays Global Investors, LTD has (A) sole voting power as to 840 shares and (B) sole dispositive power of 31,81721,088 shares; and (v) Barclays Global Investors Japan Trust and Banking Company Limited, Barclays Global Investors Japan Limited, Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited, and Barclays Global Investors (Deutschland) AG do not have voting or dispositive power over any of our Common Stock. The principal business address of Barclays Global Investors, NA and Barclays Global Fund Advisors is 45 Fremont,400 Howard Street, San Francisco, CA 94105. The principal business address of Barclays Global Investors, LTD is Murray House, 1 Royal Mint Court, London, EC3N 4HH. The principal business address of Barclays Global Investors Japan Trust and Banking Company Limited is Ebisu Prime Square Tower; 8th Floor, 1-1-39 Hiroo Shibuya-Ku Tokyo150-0012 Japan.4HH England. The principal business address of Barclays Global Investors Japan Limited is Ebisu Prime Square Tower; 8th Floor,


10

1-1-39 Hiroo Shibuya-Ku Tokyo150-8402150-0012 Japan. The principal business address of Barclays Global Investors Canada Limited is Brookfield Place, 161 Bay Street, Suite 2500, PO Box 614 Toronto, Canada Ontario M5J 2S1.2S1 Canada. The principal business address of Barclays Global Investors Australia Limited is Level 43, Grosvenor Place, 225 George Street, PO Box N43, Sydney, Australia NSW 1220. The principal business address of Barclays Global Investors (Deutschland) AG is Apianstrasse 6, D-85774, Unterfohring, Germany.
(14)We have been informed pursuant to the Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009 by FMR LLC (“FMR”), that (i) Fidelity Management and Research Company, a wholly owned subsidiary of FMR and a registered investment adviser, is the beneficial owner of 4,726,456 shares of our Common Stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940; (ii) the ownership of one investment company, Fidelity Contrafund, amounted to 3,120,427 shares of our Common Stock; (iii) neither FMR nor Edward C. Johnson 3d in his capacity as Chairman of FMR have sole voting power over any of the shares owned directly by Fidelity Contrafund; and (iv) Edward C. Johnson 3d. and FMR has sole dispositive power as to 4,726,456 shares. The principal business address of FMR and Fidelity Contrafund is 82 Devonshire Street, Boston, Massachusetts 02109.
(15)We have been informed pursuant to Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009 that (i) Friess Associates LLC may be deemed to beneficially own 1,637,400 shares of our


11

Common Stock; and (ii) Friess has sole voting power and sole dispositive power as to 1,637,400 of our Common Stock. The principal business address of Friess Associates LLC is 115 E. Snow King, Jackson, WY 83001.
(16)We have been informed pursuant to Schedule 13G filed with the Securities and Exchange Commission on February 13, 2009 that (i) Keeley Asset Management Corp. and Keeley Small Cap Value Fund, a series of Keeley Funds, Inc. may be deemed to beneficially own 1,785,000 shares of our Common Stock; (ii) Keeley Asset Management Corp. has (A) sole voting power as to 1,785,000 shares and (B) sole dispositive power as to 1,785,000; and (iii) Keeley Small Cap Value Fund does not have voting or dispositive power over any of our Common Stock. The principal business address of Keeley Asset Management and Keeley Small Cap Value Fund, a series of Keeley Funds, Inc. is 401 South LaSalle Street, Chicago, Illinois 60605.
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities (collectively, the “reporting persons”) to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Company with copies of these reports. Based on the Company’s review of the copies of these reports received by it, and written representations, if any, received from reporting persons with respect to such filings, the Company believes that all filings required to be made by the reporting persons for 2007,2008, were made on a timely basis.
 
DIRECTORS AND MANAGEMENT
 
Directors and Executive Officers
 
The following table sets forth the names and ages of the Company’s directors and executive officers. In addition, biographies of Company’s directors and officers are also provided below, with the exception of Mr. ReedMessrs. O’Connell and Ms. Sardini,Ussery, whose biographies are set forth in “Election of Directors”Directors Proposal 1” beginning on page 45 of this Proxy Statement.
 
       
Name
 
Age
 
Position
 
Sam K. Reed  6162(b) Chief Executive Officer and Chairman of the Board
George V. Bayly  6566(b)Director
Gregg L. Engles50(a) Director
Diana S. Ferguson  4445(b)(a) Director
Frank J. O’Connell  6465(a)Director
Ann M. Sardini59(b) Director
Gary D. Smith  6566(b)(a) Director
Terdema L. Ussery, II  4950(a) Director
David B. Vermylen  5758  President and Chief Operating Officer
Dennis F. Riordan  5051  Senior Vice President and Chief Financial Officer
Thomas E. O’Neill  5253  Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
Harry J. Walsh  5253  Senior Vice President of OperationsTreeHouse Foods, Inc. and President of Bay Valley Foods, LLC
 
 
(a)Messrs. O’Connell and Ussery comprise a class of directors whose terms expires in 2009.
(b)Ms. Ferguson and Messrs. Bayly and Smith comprise a class of directors whose terms expires in 2010.
(b)Mr. Reed and Ms. Sardini comprise a class of directors whose terms expires in 2011.


12

 
Directors
 
George V. Baylywas elected as a Director on June 6, 2005. Currently,Since August 12, 2008, Mr. Bayly serveshas served as principal of Whitehall Investors, LLC, a consulting and venture capital firm. Mr. Bayly served as Chairman and Interim-Chief Executive Officer of Altivity Packaging LLC located in Carol Stream, IL. PriorIL from September 2006 to that, Mr. BaylyMarch 10, 2008. He also served as Co-Chairman of U.S. Can Corporation from 2003 to 2006; as well as Chief Executive Officer in 2005. In addition, Mr. Bayly has been a principal of Whitehall Investors, LLC, a consulting and venture capital firm, since January 2002. Fromfrom January 1991 to December 2002, Mr. Bayly served as Chairman, President and Chief Executive Officer of Ivex Packaging Corporation. From 1987 to 1991, Mr. Bayly served as Chairman, President and Chief Executive Officer of Olympic Packaging, Inc. Mr. Bayly also held various management positions with Packaging


11

Corporation of America from 1973 to 1987. In addition to our Board, Mr. Bayly serves on the Board of Directors of ACCO AltivityBrands Corporation, Graphic Packaging LLCHolding Company, Huhtamaki Oyj and Huhtamaki Oyj.Ryt-Way Industries Inc. Mr. Bayly holds a B.S. from Miami University and an M.B.A from Northwestern University. Mr. Bayly also served as a Lieutenant Commander in the United States Navy. Mr. Bayly is the Chairman of ourthe Audit Committee and is a member of the Compensation Committee of our Board of Directors.
Gregg L. Engleswas elected as a Director on June 6, 2005. Mr. Engles served as Dean Foods Company’s Chief Executive Officer and as a director of Dean Foods Company from its formation in October 1994 until April 2002 when he resigned as Chief Executive Officer, but continued in his position as a director. From October 1994 until December 21, 2001, Mr. Engles also served as Chairman of the Board of Dean Foods. When Dean Foods acquired the former Dean Foods Company (“Legacy Dean”) on December 21, 2001, Mr. Howard Dean was named Chairman of the Board pursuant to the merger agreement concerning Dean Foods’ acquisition of Legacy Dean, and Mr. Engles was named Vice Chairman of the Board. In April 2002, Mr. Dean retired from his position as Chief Executive Officer of Dean Foods and resumed his position as Chairman of the Board. Prior to the formation of Dean Foods, Mr. Engles served as Chairman of the Board and Chief Executive Officer of certain predecessors to Dean Foods. Mr. Engles holds a B.A. from Dartmouth College and a J.D. from Yale Law School.
 
Diana S. Fergusonwas elected as a Director on January 25, 2008. Ms. Ferguson hasserved as Senior Vice President and Chief Financial Officer of The Folgers Company from April 2008 to November 2008. Prior to joining Folgers, Ms. Ferguson served as the Executive Vice President and Chief Financial Officer of Merisant Worldwide, Inc. since 2007. Prior to joiningfrom April 2007 until March 2008. On January 6, 2009, Merisant Worldwide, Inc. filed for reorganization under Chapter 11 of the U.S. Bankruptcy Laws. Ms. Ferguson was Senior Vice President Strategy and Corporate Development andalso served as the Chief Financial Officer of Sara Lee Foodservice, a division of Sara Lee Corporation from June 2006 to March 2007. She had previously served in a number of leadership positions at Sara Lee Corporation including Senior Vice President of Strategy and Corporate Development from January 2004February 2005 to AprilJune 2006 as well as Treasurer from January 2001 to December 2004.February 2005. Earlier, she held treasury management positions at Fort James Corporation, from 2000 to 2001 and Eaton Corporation andfrom 1995 to 2000, she also served in various financial positions at Federal National Mortgage Association (Fannie Mae), from 1993 to 1995, the First National Bank of Chicago from 1989 to 1993 and IBM.IBM from 1985 to 1989. Ms. Ferguson holds a B.A. from Yale University and a Masters degree from Northwestern University. In addition to our Board, Ms. Ferguson serves on the Board of Directors of Integrys Energy Corporation. Ms. Ferguson is a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.
 
Frank J. O’ConnellSam K. Reedwas elected as a Director on June 6, 2005.is the Chairman of our Board of Directors.  Mr. O’ConnellReed has served as our Chief Executive Officer since January 27, 2005. Prior to joining us, Mr. Reed was a senior partner of The Parthenon Group since June 2004.principal in TreeHouse LLC, an entity unrelated to the Company that was formed to pursue investment opportunities in consumer packaged goods businesses. From November 2000March 2001 to JuneApril 2002, Mr. O’ConnellReed served as Vice Chairman of Kellogg Company. From January 1996 to March 2001, Mr. Reed served as the President and Chief Executive Officer, and as a director of Keebler Foods Company. Prior to joining Keebler, Mr. Reed served as Chief Executive Officer of Specialty Foods Corporation’s (unrelated to Dean Foods) Western Bakery Group division from 1994 to 1995. Mr. Reed has also served as President and Chief Executive Officer of Indian Motorcycle Corporation,Mother’s Cake and he served as Chairman of Indian Motorcycle Corporation from June 2002 to May 2004. Indian Motorcycle Corporation was liquidated under applicable California statutory procedures in January 2005. From 1996 to 2000, Mr. O’Connell served as Chairman, PresidentCookie Co. and Chiefhas held Executive Officer of Gibson Greetings, Inc. From 1991 to 1995, Mr. O’Connell served as President and Chief Operating Officer of Skybox International. Mr. O’Connell has previously served as President of Reebok Brands, North America, President of HBO Video and Senior Vice President of Mattel’s Electronics Division.positions at Wyndham Bakery Products and Murray Bakery Products. Mr. O’ConnellReed holds a B.A. from Rice University and an M.B.A. from CornellStanford University. Mr. O’Connell
Ann M. Sardiniwas elected as a Director on May 1, 2008. Ms. Sardini has served as the Chief Financial Officer of Weight Watchers International, Inc. since April 2002. Ms. Sardini has over 20 years of experience in senior financial management positions in branded media and consumer products companies. She served as Chief Financial Officer of Vitamin Shoppe.com, Inc. from September 1999 to December 2001, and from March 1995 to August 1999 she served as Executive Vice President and Chief Financial Officer for the Children’s Television Workshop. In addition, Ms. Sardini has held finance positions at QVC, Inc., Chris Craft Industries and the National Broadcasting Company. Ms. Sardini holds a B.A. from Boston College and an M.B.A from Simmons College Graduate School of Management. Ms. Sardini is the Chairman of the Compensation Committee and a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee of our Board of Directors.Committee.
 
Gary D. Smithwas elected as a Director on June 6, 2005. Mr. Smith has served as Chief Executive Officer and Chairman of Encore Associates, Inc. since January 2001, and he has also been a managing director of Encore Consumer Capital since 2005. From April 1995 to December 2004, Mr. Smith served as Senior Vice President — Marketing of Safeway Inc. Mr. Smith also held various management positions at Safeway Inc. from 1961 to 1995. In addition to our Board, Mr. Smith serves on the Board of Directors of Supply Chain Systems Ltd., Altierre Corporation, Philly’s Famous Water Ice, Inc. and AgriWise, Inc. Mr. Smith is the Chairman of the Nominatingour Lead Independent Director and Corporate Governance Committee and is also a member of the AuditCompensation Committee of our Board of Directors.
Terdema L. Ussery, IIwas elected as a Director on June 6, 2005. Mr. Ussery has served as the President and Chief Executive Officer of the Dallas Mavericks since April 1997. Since September 2001, Mr. Ussery has also served as Chief Executive Officer of HDNet. From 1993 to 1996, Mr. Ussery served as the President of Nike Sports Management. From 1991 to 1993, Mr. Ussery served as Commissioner of the Continental Basketball Association (the “CBA”). Prior to becoming Commissioner, Mr. Ussery served as Deputy Commissioner and General Counsel


1213

of the CBA from 1990 to 1991. From 1987 to 1990, Mr. Ussery was an attorney at Morrison & Foerster LLP. In addition to our Board, Mr. Ussery serves on the Board of Directors of The Timberland Company, Entrust, Inc., and is on the Advisory Board of Wingate Partners, LP. Mr. Ussery holds a B.A. from Princeton University, an M.P.A. from Harvard University and a J.D. from the University of California at Berkeley. Mr. Ussery is a member of the Audit and Compensation Committee of our Board of Directors, and he also serves as our Lead Independent Director.
Executive Officers
 
David B. Vermylenis our President and Chief Operating Officer and has served in that position since January 27, 2005. Prior to joining us, Mr. Vermylen was a principal in TreeHouse, LLC. From March 2001 to October 2002, Mr. Vermylen served as President and CEOChief Executive Officer of Keebler Foods Company, a division of Kellogg Company. Prior to becoming CEOChief Executive Officer of Keebler, Mr. Vermylen served as the President of Keebler Brands from January 1996 to February 2001. Mr. Vermylen has also served as the Chairman, President and CEOChief Executive Officer of Brother’s Gourmet Coffee, and Vice President of Marketing and Development and later President and CEOChief Executive Officer of Mother’s Cake and Cookie Co. His prior experience also includes three years with the Fobes Group and fourteen years with General Foods Corporation where he served in various marketing positions. Mr. Vermylen serves on the Boards of Directors of Aeropostale, Inc. and Birds Eye Foods, Inc. Mr. Vermylen holds a B.A. from Georgetown University and an M.B.A. from New York University.
 
Dennis F. Riordanhas been our Senior Vice President and Chief Financial Officer since January 3, 2006. Prior to joining us, Mr. Riordan was Senior Vice President and Chief Financial Officer of Océ-USA Holding, Inc., where he was responsible for the company’s financial activities in North America. Mr. Riordan joined Océ-USA, Inc. in 1997 as Vice President and Chief Financial Officer and was elevated to Chief Financial Officer of Océ-USA Holding, Inc. in 1999. In 2004, Mr. Riordan was named Senior Vice President and Chief Financial Officer and assumed the chairmanship of the company’s wholly owned subsidiaries Arkwright, Inc. and Océ Mexico de S.A. Previously, Mr. Riordan held positions with Sunbeam Corporation, Wilson Sporting Goods and Coopers & Lybrand. Mr. Riordan has also served on the Board of Directors of Océ-USA Holdings, Océ North America, Océ Business Services, Inc. and Arkwright, Inc., all of which are wholly owned subsidiaries of Océ NV.
 
Thomas E. O’Neillis our Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary and has served in that position since January 27, 2005. Prior to joining us, Mr. O’Neill was a principal in TreeHouse, LLC. From February 2000 to March 2001, he served as Senior Vice President, Secretary and General Counsel of Keebler Foods Company. He previously served at Keebler as Vice President, Secretary and General Counsel from December 1996 to February 2000. Prior to joining Keebler, Mr. O’Neill served as Vice President and Division Counsel for the Worldwide Beverage Division of the Quaker Oats Company from December 1994 to December 1996; Vice President and Division Counsel of the Gatorade Worldwide Division of the Quaker Oats Company from 1991 to 1994; and Corporate Counsel at Quaker Oats from 1985 to 1991. Prior to joining Quaker Oats, Mr. O’Neill was an attorney at Winston & Strawn LLP. Mr. O’Neill holds a B.A. and J.D. from the University of Notre Dame.
 
Harry J. Walshis oura Senior Vice President of OperationsTreeHouse Foods, Inc. and hasPresident of Bay Valley Foods, LLC. TreeHouse Foods is the parent company of Bay Valley Foods. From January 2005 through July 2008 Mr. Walsh served in thatthe position since January 2005.of Senior Vice President — Operations of TreeHouse Foods. Prior to joining us, Mr. Walsh was a principal in TreeHouse, LLC. From February 2001June 1996 to October 2002, Mr. Walsh served as Senior Vice President of the Specialty Products Division of Keebler Foods Company. Mr. Walsh was President and Chief Operations Officer of Bake-Line Products from March 1999 to February 2001; Vice President-Logistics and Supply Chain Management from April 1997 to February 1999; Vice President-Corporate Planning and Development from January 1997 to April 1997; and Chief Operating Officer of Sunshine Biscuits from June 1996 to December 1996. Prior to joining Keebler, Mr. Walsh served as Vice President of G.F. Industries, Inc. and President and Chief Operating Officer and Chief Financial Officer for Granny Goose Foods, Inc. Prior to entering the food industry, Mr. Walsh was an accountant with Arthur Andersen & Co. Mr. Walsh holds a B.A. from the University of Notre Dame.
As noted above, prior to joining us Messrs. Reed, Vermylen, O’Neill and Walsh were, for varying periods of time, principals of TreeHouse, LLC. TreeHouse, LLC and its predecessor partnership were formed to bring together certain members of the former Keebler Foods Company management team following the expiration of their


13

employment with Keebler Foods Company to investigate investment opportunities in the consumer packaged goods industry. TreeHouse, LLC was member managed and, as a result, none of the individuals held officer positions. Messrs. Reed, Vermylen, O’Neill and Walsh joined TreeHouse, LLC in April 2002, October 2002, March 2001 and October 2002, respectively. As a result of the executive officers joining us on January 27, 2005, TreeHouse, LLC ceased operations.
 
COMPENSATION DISCUSSION AND ANALYSIS
 
This section provides information regarding the compensation program in place for our Chief Executive Officer, Chief Financial Officer and, in addition, the three most highly compensated executive officers. Collectively we refer to these executives as the TreeHouse Executive Officers (“TEOs”). This section includes information regarding, among other things, the overall objectives of our compensation program and each element of compensation that we provide.


14

 
Objectives of Our Compensation Program
 
TreeHouse was formed in June 2005 by Dean Foods Company through a spin-off of the Dean Specialty Foods Group and the subsequent issuance of TreeHouse common stock to Dean Foods shareholders. Six months prior to the spin-off, Dean Foods Company recruited Messrs. Reed, Vermylen, O’Neill, Walsh and E. Nichol McCully (our former CFO who retired in April 2006) to lead the Company. These individuals collectively invested $10 million of their own money in Company stock and received a compensation package that Dean Foods Company determined was fair and comparable to other spun-off companies. In connection with the spin-off, Messrs. Reed, Vermylen, O’Neill, McCully and Walsh received restricted stock and restricted stock units which vest only after performance criteria are achieved. In addition, these individuals received pre-approved stock options which were issued on June 28, 2005 with a strike price of $29.65, which was equal to the closing price of Company common stock on the New York Stock Exchange on the grant date. As a new company, we assumed the existing employment agreements of Dean Specialty Foods Group and undertook a detailed study of compensation practices in the food industry. Our overriding goals and objectives for executive compensation programs are:
 
 • To attract, motivate and retain superior leadership talent for the Company.
 
 • To closely link TEO compensation to our performance goals with particular emphasis on rapid growth, operational excellence and acquisitions through attractive bonus opportunities based on aggressive targets.
 
 • To align our TEOs’ financial interests with those of our shareholders by delivering a substantial portion of their total compensation in the form of equity awards.
 
We have worked with Hewitt Associates LLC (“Hewitt”), our compensation consultant, to review our compensation programs to ensure competitiveness with companies with whom we compete with for our management talent. Hewitt helped us determine the salary levels, as well as the bonus target percentages and the metrics used in the bonus plan. In addition to stock options that reward increase in stock price, we provided restricted stock, restricted stock units and performance units to our management investorsmanagement. We issued restricted stock, in conjunction with vestingthe spin-off and later to other Senior Vice Presidents, which vests based on exceeding the total shareholder return of companies in our business category. We refer to this group of companies as the “Comparator Group”. We also use this Comparator Group as the benchmark for determining our financial performance. We reward our management team based on how well we perform compared to our Comparator Group. We believe this provides a clear and objective way of ensuring our management team’s compensation and incentives are aligned with shareholder interests. The following companies are included in our Comparator Group: Kraft Foods Inc., Sara Lee Corp., General Mills, Inc., Kellogg Co., ConAgra Foods Inc., Archer Daniels Midland Co., H.J. Heinz Company, Campbell Soup Co., McCormick & Co. Inc., The JM Smucker Co., Del Monte Foods Co., Corn Products Int’l., Lancaster Colony Corp., Flower Foods, Inc., Ralcorp Holdings Inc., The Hain Celestial Group, Inc., Lance, Inc., J&J Snack Foods Corp., B&G Foods, Inc., American Italian Pasta Co., Farmer Bros. Inc. and Peet’s Coffee and Tea. Restricted Stock Units may vest when our stock price exceeds $29.65 for any 20 consecutive trading days.
 
In addition to the Comparator Group, our compensation consultant provides us with survey information for other companies of similar size to TreeHouse from both general industry and the packaged foods sector. We believe that this additional information broadens our awareness of the practices of companies who compete for


14

management talent with TreeHouse. The Compensation Committee also considers recommendations from the Company’s Chief Executive Officer regarding salary, bonus and stock option awards for senior executives.
 
Components of Compensation
 
There are three primary components to our management compensation program: base salary, annual incentive bonus and long-term incentive compensation. We seek to have each of these components at levels that are competitive with comparable companies. Each of these components was evaluated based on assessment of competitive conditions for employment agreements for executives at spun-off companies at the time of our spin-off from Dean Foods.
 
Base Salary:Salary:  Our management team has been assembled to lead a growth company that will expand significantly in size and complexity over time. We believe that the base salary component should be in the third quartile of our competitive benchmarks when those benchmarks are size adjusted (through regression analysis) to


15

our current revenue size. By positioning the base salary somewhat above the median for similarly sized businesses we have been able to attract talent that has the ability to grow and lead a much larger business in the near future. For 2007,2008, we elected to increase the salaries for the executive officers and management by 3.5%. While this action is somewhat below inflation trend for executive salaries, according to Hewitt Associates after evaluating market surveys it is consistent with our practice for our non-executive management group.by Hewitt.
 
Annual Incentive Bonus:  Our TEOs’ annual incentive bonus opportunity also reflects a third quartile position. The annual incentive bonus for TEOs is based on attaining specific annual performance targets such as the net income targets determined by the Board, as adjusted positively or negatively for one-time items.items, and cash flow targets. For 2007,2008, the amount of the potential bonus was 80% tied to the achievement of a net income target of $43.34$49.66 million (based on the Company’s budgeted net income established by the Compensation Committee), adjusted (as approved by the Compensation Committee) for acquisitions and one-time items which occurred duringitems. For 2008, 20% of the yearpotential bonus was tied to athe achievement of an operating cash flow target of $44.5$57.05 million. We do not otherwise use discretion in determining the amount of bonus paid to TEOs. We consider the market expectations of our competitorsthe Comparator Group in setting our budget with targets reflecting performance that exceeds the expected performance of our peer group. Our goal is to provide meaningful yet challenging goals relative to the expected performance of our peer group. In establishing final goals, the Committee strives to ensure that the targets are consistent with the strategic goals set by the Board, and that the goals set are sufficiently ambitious so as to provide meaningful results, but with an opportunity to exceed targets if performance exceeds expectations. We believe the annual incentive bonus keeps management focused on attaining strong near term financial performance. The 20072008 annual incentive bonus opportunity for the TEOs was awarded as follows:
 
                            
   Minimum Target Maximum    Minimum Target Maximum 
Sam K. Reed Chief Executive Officer $0  $803,500  $1,607,000  Chief Executive Officer $0  $832,000  $1,664,000 
David B. Vermylen Chief Operating Officer $0  $428,800  $857,600  Chief Operating Officer $0  $444,000  $888,000 
Dennis F. Riordan Chief Financial Officer $0  $217,500  $435,000  Chief Financial Officer $0  $233,100  $466,200 
Thomas E. O’Neill Chief Administrative Officer $0  $225,000  $450,000  Chief Administrative Officer $0  $233,100  $466,200 
Harry J. Walsh Senior Vice President of Operations $0  $225,000  $450,000  Senior Vice President and President of
Bay Valley Foods		 $0  $233,100  $466,200 
 
TEOs begin to earn amounts under the plan upon achievement of 90% of the net income targetand operating cash flow targets ratably up to the achievement of targeted payment upon the full achievement of 100% of the net income target.and operating cash flow targets. In addition, a TEO can earn 200% of the targeted payment if 110% or more of the targeted net income and operating cash flow is achieved. In 2007,2008, after adjusting for one-time items, we attained $42.7$50 million in net income or 96%100.7% of the net income target, $145.2 million of the cash flow or 255% of the cash flow target which together resulted in a 60%125.6% of target payment under the annual incentive plan.
��
Long-Term Incentive Compensation:Compensation:  The long-term incentive compensation program was established to ensure that our senior management is focused on long-term growth and profitability. We believe our key stakeholders, including shareholders and employees, are best served by having our executives focused and rewarded based on the longer-term results of our company. We accomplish this through threefour primary programs:
 
 • Stock Options
 
 • Performance Based Restricted Stock


15

• Restricted Stock Units
 • Performance Based Restricted Stock Units
 
Historic Long-Term Incentive Compensation Approach
We usehave historically used stock options as a means of aligning the executive management team with the interests of our shareholders by ensuring that they have a direct interest in increasing shareholder value. The stock options vest ratably over three years, and the holder must exercise vested options within 10 years of the original grant. WeStarting in 2005 we annually grantgranted options to key management employees (except for Messrs. Reed, Vermylen, O’Neill, McCully and Walsh) to link their financial opportunity to the overall performance of the Company. The first grants under this program were made on the first day of regular trading following the spin-off


16

date. We have continued to use the anniversary of that date as the measurement date for all recurring option and equity grants since that is the anniversary date of the Company.Company as a public entity. We also grant options to certain new employees. Historically these options have been dated as of the date of their commencement of employment or as of the last trading day of the month following their employment with the Company. All of our option grants are approved prior to or on the grant date with a strike price equal to the closing price of our common stock on the NYSE on the date of grant. Messrs. Reed, Vermylen, O’Neill and Walsh havewere not been granted options since the spin-off datein 2006 or 2007 because the original grant of options andas well as performance-based restricted shares arestock and restricted stock units were designed to cover a three year period.period which ended January 2, 2008.
 
In addition to stock options, we awarded 2% of the outstanding stock of the Company in the form of restricted sharesstock and an additional 2% of the outstanding shares in the form of restricted stock units on June 28, 2005 to the original five management investors of the Company per their employment agreements. These include Messrs. Reed, Vermylen, O’Neill and Walsh, along with Mr. Nick McCully who retired in April 2006. All of the restricted stock and restricted stock units granted prior to 2008 are performance based, which means the Company must meet certain performance goals in order for the award to vest. For the restricted stock to vest, the Company must exceed the median shareholder return of the Comparator Group since the grant date as measured each year on January 31. For the restricted stock units, the Company’s closing share price must exceed $29.65 as ofon June 28, each year.2006, June 28, 2007 and June 28, 2008 or any 20 trading day period subsequent to June 28, 2008 through June 28, 2010. The restricted stock vests ratably, based on performance over three years with a two-year catch up provision and a five-year term. The restricted stock units vest ratably, based on performance over three-years, with a two-year catch up provision and a ten-yearfive-year term. Shares that do not vest based upon performance are forfeited at the end of the term.
 
We granted performance-based restricted sharesstock to the following TreeHouse senior vice presidents: Dennis F. Riordan Danny Joe Coning, Alan T. Gambrel and Erik T. Kahler on January 30, 2007. These shares of restricted sharesstock have the same performance goals and remaining term as the restricted sharesstock granted in 2005 to Messrs. Reed, Vermylen, O’Neill and Walsh. The purpose of the restricted stock grant was to have all executive officers motivated to achieve the same performance goals.
 
2008 Long-Term Incentive Grants
The executive grants that were issued in conjunction with the spin-off were designed to cover a period that expired on January 2, 2008. At the conclusion of that period, our Compensation Committee, working closely with Hewitt, conducted a full evaluation of our long-term incentive compensation approach for all management employees, including the TEOs, during 2008. A survey was conducted by Hewitt of all of our management equity program participants to understand better the effectiveness of previous grants in aligning incentives with performance and retention. The Committee reviewed the survey responses and also engaged Hewitt to report on the type, amount and metrics of long-term incentive programs at comparable companies. The Committee reviewed the Hewitt analysis and the views of senior management including, our Chief Executive Officer.
After a full evaluation of the information, the Compensation Committee determined that for the 2008 annual grant structure a mix of approximately 50% options, 25% performance units and 25% restricted stock would best align the incentives of senior management with the shareholders’ interests of motivating long-term performance and management retention. The Committee took special note that the previous restricted stock and restricted stock unit programs had not vested and that the Company did not have an effective retention program in place for the TEOs. Consequently, in addition to a normal annual grant, the Committee determined that it was in the shareholders’ best interest to establish in 2008 a restricted stock grant designed to achieve a commitment by the senior executives of the Company to remain with the business for the next three years. The Committee, in consultation with Hewitt, designed the 2008 Restricted Stock grant to achieve this retention objective. Finally, the Committee recognized that the long-term incentive program for Messrs. Reed, Vermylen, O’Neill and Walsh expired on January 2, 2008. Instead of making a grant at that time the Compensation Committee decided to delay their grants to June 27, 2008 so that all annual grants are made at the same time to all management team members. The Committee elected to adjust the grant size to reflect 17 months instead of 12 months to equitably reflect the delayed timing of the grant. The grant for each of our TEOs is listed in the 2008 Grants of Plan Based Awards Table on page 21 of this Proxy Statement.


17

2008 Option Grant Features
The TEOs and certain other senior managers of the Company received stock option grants which were issued on June 27, 2008. We used this date because it coincides with the anniversary of our first public offering. We believe it is good corporate governance to select a grant date that is consistent on an annual basis. These options have a strike price of $24.06 and vest ratably over a three year period on the anniversary of the grant date. They expire on the tenth anniversary of the grant.
2008 Performance Unit Features
The TEOs and certain other senior managers of the Company received performance units that were issued on June 27, 2008. The performance units vest on June 27, 2011 based on achieving targeted operating net income of $30.9 million for the six month period from July 1, 2008 through December 31, 2008; $53.84 million for fiscal year 2009; $58.14 million for fiscal year 2010 and $142.96 million cumulatively over the entire period. The number of units that will be awarded is based on the level of achievement relative to the targets. There is no payout below 80% achievement, and up to 200% if achievement meets or exceeds 120% of the targets. Vested units pay out in cash or shares of the Company’s common stock at the discretion of the Compensation Committee.
2008 Restricted Stock Features
The TEOs and certain other managers of the Company received an annual restricted stock grant and a retention restricted stock grant that were issued on June 27, 2008. These restricted stock grants vest ratably over a three year period on the anniversary of the grant date. No restricted stock awards will vest in any year in which the Company is not profitable.
General Compensation Matters
All matters of our executive compensation programs are reviewed and approved by the Compensation Committee of the Board of Directors. This includes approving both the amounts of compensation and the timing of all grants. The Compensation Committee hasis given full access to compensation experts, and has usedelected to use Hewitt Associates to provide consulting services with respect to the Company’s executive compensation practices including salary, bonus, perquisites, equity incentive awards, deferred compensation and other matters. The Compensation Committee regularly meets with Hewitt representatives without the presence of Company management.
 
More details regarding the employment agreements of our management investors are summarized below .below.
 
Executive Perquisites:Perquisites:  We annually review the Company’s practices for executive perquisites with the assistance of our compensation consultant. We believe that the market trend is moving toward a cash allowance in lieu of various specific executive benefits such as automobile plans, financial planning consulting or club fees. We have granted an annual allowance of $25,000 to Mr. Reed, $15,000 to Mr. Vermylen and $10,000 to Messrs. O’Neill, Walsh and Riordan to cover these types of benefits. This approach reduces the administrative burden of such programs and satisfies the desire to target market practices. These allowances are not included as eligible compensation for bonus or other purposes and do not represent a significant portion of the executive’s total compensation. Our Board has also adopted policies regarding the personal use of the company owned aircraft by our TEOs. Generally, personal use is permitted, subject to availability. Personal use of the Company aircraft is principally that of our Chief Executive Officer. Personal use by other TEOs is infrequent. We calculate compensation for personal use based on the incremental costs of operating the aircraft. The largest single component of this cost is fuel. The 2008 Summary Compensation Table beginning on page 20 of this proxy statement contains itemized disclosure of all perquisites to our TEOs, regardless of amount.
 
Deferred Compensation Plans:Plan:  Our Deferred Compensation Plan allows certain employees, including the TEOs, to defer receipt of salaryand/or bonus payments. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds selected by the participants in the plan. We do not “match” amounts that are deferred by employees in the Deferred Compensation Plan except to the extent that employees in the plan have


16

their match in the 401(k) plan limited as a result of participating in the Deferred Compensation Plan. In those cases, the lost match would be credited to the Deferred Compensation Plan. Distributions are paid either upon termination


18

of employment or returned at a specified date (at least two years after the original deferral) in the future, as elected by the employee. The employee may elect to receive payments in either a lump sum or a series of installments. Participants may defer up to 100% of salary and bonus payments. The Deferred Compensation Plan is not funded by us, and participants have an unsecured contractual commitment from us to pay the amounts due. When such payments are due to employees, the cash will be distributed from our general assets.
 
We provide deferred compensation to permit our employees to save for retirement on a tax-deferred basis. The Deferred Compensation Plan permits them to do this while also receiving investment returns on deferred amounts, as described above. We believe this is important as a retention and recruitment tool as many if not all of the companies with which we compete for executive talent provide a similar plan for their senior employees.
 
Employment Agreements:Agreements:  We have entered into employment agreements with Messrs. Reed, Vermylen, O’Neill, Walsh and Walsh.Riordan. These agreements provide for payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance, such as being terminated without “Cause” or leaving employment for “Good Reason,” as these terms are defined in the employment agreements. The agreements also provide for benefits, upon a qualifying event or circumstance after there has been a“Change-in-Control” (as defined in the agreements) of the Company. Additional information regarding the employment agreements, including a definition of key terms and a quantification of benefits that would have been received by our TEOs had termination occurred on December 31, 2007,2008, is found under the heading“Potential “Potential Payments upon Termination orChange-in-Control”beginning on page 1925 of this Proxy Statement.proxy statement.
 
We believe these severance programs are an important part of overall arrangements for our TEOs. We also believe these agreements will help to secure the continued employment and dedication of our TEOs prior to or following a change in control, without concern for their own continued employment. We also believe it is in the best interest of our shareholders to have a plan in place that will allow management to pursue all alternatives for the Company without undue concern for their own financial security. We also believe these agreements are important as a recruitment and retention device, as most of the companies with which we compete for executive talent have similar agreements in place for their senior employees. We have received consulting services from Hewitt Associates with regard to market practices in an evaluation of severance programs.
In 2008, we amended the agreements with Messrs. Reed, Vermylen, O’Neill and Walsh to delay payments for six months in certain circumstances to conform to recently adopted deferred compensation rules contained in Internal Revenue Code Section 409A.
 
401(k) Savings Plan:  Under our TreeHouse Foods Savings Plan (the “Savings Plan”), a tax-qualified retirement savings plan, employees, including our TEOs, may contribute up to 20 percent of regular earnings on a before-tax basis into their Savings Plan accounts (subject to IRS limits). Total contributions may not exceed 20 percent of regular earnings. In addition, under the Savings Plan, we match an amount equal to one dollar for each dollar contributed by participating employees on the first two percent of their regular earnings and fifty cents for each additional dollar contributed on the next four percent of their regular earnings. Amounts held in Savings Plan accounts may not be withdrawn prior to the employee’s termination of employment, or such earlier time as the employee reaches the age of 591/2, subject to certain exceptions as directed by the IRS.
 
Effective in 2006,In 2008, the Savings Plan limited the “annual additions” that could be made to an employee’s account to $44,000$46,000 per year. “Annual additions” include our matching contributions and before-tax contributions made by us or the employee under Section 401(k) of the Internal Revenue Code.
 
Of those annual additions, the current2008 maximum before-tax contribution iswas $15,500 per year. In addition, no more than $220,000$230,000 of annual compensation in 2008 may be taken into account in computing benefits under the Savings Plan.
 
Participants age 50 and over may also contribute, on a before-tax basis, and without regard to the $44,000$46,000 limitation on annual additions or the $15,500 general limitation on before-tax contributions,catch-up contributions of up to $5,000 per year.
 
Tax Treatment of Executive Compensation:Compensation:  Section 162(m) of the Internal Revenue Code imposes a limitation on the deductibility of nonperformance-based compensation in excess of $1 million for the Chief


19

Executive Officer, Chief Financial Officer of the Company and each of the other three most highly compensated executive officers. Our plans link all of


17

our key incentive programs to the financial performance of the Company, therefore, we believe that we will preserve the deductibility of the executive compensation payments.
EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
The following table sets forth annual and long-term compensation for the Company’s Chief Executive Officer, Chief Financial Officer and three other most highly compensated officers during 2007 (collectively, the “TEOs”),2008, as well as certain other compensation information for the named officers during the years indicated.
 
20072008 Summary Compensation Table
 
                                                              
     Non-Equity
                Non-Equity
           
     Incentive Plan
 Other
 Stock
 Option
 All Other
        Incentive Plan
 Other
 Stock
 Option
 All Other
   
   Salary
 Compensation
 Bonus
 Awards
 Awards
 Compensation
 Total
    Salary
 Compensation
 Bonus
 Awards
 Awards
 Compensation
 Total
 
Name and Principal Position
 Year ($) ($)(a) ($)(b) ($)(c) ($)(d) ($)(e) ($)  Year ($) ($)(a) ($) ($)(b) ($)(c) ($)(d) ($) 
Sam K. Reed
  2007   798,958   485,314   0   2,489,419   1,510,187   36,475   5,320,353   2008   827,250   1,045,306   0   1,978,505   909,883   123,309   4,884,253 
Chief Executive Officer  2006   771,875   1,046,950   0   4,592,853   1,510,187   36,275   7,958,140   2007   798,958   485,314   0   2,489,419   1,510,187   36,475   5,320,353 
  2006   771,875   1,046,950   0   4,592,853   1,510,187   36,275   7,958,140 
 
David B. Vermylen
  2007   532,917   258,995   0   1,659,617   1,006,793   25,710   3,484,032   2008   551,833   557,832   0   1,395,198   572,970   40,791   3,118,624 
President and Chief Operating Officer  2006   514,583   558,400   0   3,061,907   1,006,793   25,510   5,167,193   2007   532,917   258,995   0   1,659,617   1,006,793   25,710   3,484,032 
  2006   514,583   558,400   0   3,061,907   1,006,793   25,510   5,167,193 
 
Dennis F. Riordan
  2007   360,417   131,370   0   140,761   302,714   20,197   955,459   2008   384,167   292,862   0   219,533   408,956   20,504   1,326,022 
Senior Vice President and
Chief Financial Officer		  2006   350,000   283,250   46,602   0   230,853   19,997   930,702 
Senior Vice President and Chief Financial  2007   360,417   131,370   0   140,761   302,714   20,197   955,459 
Officer  2006   350,000   283,250   46,602   0   230,853   19,997   930,702 
 
Thomas E. O’Neill
  2007   372,875   135,900   0   1,131,556   686,445   20,197   2,346,973   2008   386,250   292,862   0   963,487   391,897   20,516   2,055,012 
Senior Vice President,
General Counsel and
Chief Administrative Officer		  2006   360,208   293,150   0   2,087,656   686,445   19,997   3,447,456 
Senior Vice President, General Counsel and  2007   372,875   135,900   0   1,131,556   686,445   20,197   2,346,973 
Chief Administrative Officer  2006   360,208   293,150   0   2,087,656   686,445   19,997   3,447,456 
 
Harry J. Walsh
  2007   372,875   135,900   0   1,131,556   686,445   20,197   2,346,973   2008   386,250   292,862   0   963,487   391,897   20,516   2,055,012 
Senior Vice President of
Operations		  2006   360,208   293,150   0   2,087,656   686,445   19,997   3,447,456 
Senior Vice President of TreeHouse Foods, Inc  2007   372,875   135,900   0   1,131,556   686,445   20,197   2,346,973 
President of Bay Valley Foods, LLC  2006   360,208   293,150   0   2,087,656   686,445   19,997   3,447,456 
 
 
a)The amounts shown in this column include payments made under our Annual BonusIncentive Plan. At the beginning of each year, the Compensation Committee sets target bonuses and performance criteria that will be used to determine whether and to what extent the TEOs will receive payments under the Annual Incentive Plan. For fiscal 2007,2008, the Compensation Committee selected operating net income and cash flow as the relevant performance criterion.criteria.
b)The bonus paid to Mr. Riordan in 2006 was compensation for an incentive bonus opportunity forfeited as a result of leaving his former employer.
c)The awards shown in this column include restricted stock, and restricted stock units and performance units granted under our Long-TermEquity and Incentive Plan.Plan in 2005, 2007 and 2008. No restricted stock, restricted stock units or performance units were granted in 2006. The amounts listed above are based on the compensation expense recognized for the award pursuant to Statement of Financial Accounting Standards No. FAS 123R. See123R, disregarding any estimates of forfeitures. For a detailed description of the assumptions used in the valuation of these awards, please see Note 13 to the Consolidated Financial Statements included in our Annual ReportReports onForm 10-K for the yearyears ended December 31, 2007 for a discussion of the relevant assumptions used in calculating grant date fair value2008 and current year expense pursuant to FAS 123R. For further information on this award, see the 2007 Grants of Plan Based Awards table beginning on page 19 of this Proxy Statement.2007.
d)c)The awards shown in this column include stock options granted under our Long-TermEquity and Incentive Plan.Plan in 2005, 2006, 2007 and 2008. The amounts listed above are based on the compensation expense recognized for the award pursuant to Statement of Financial Accounting Standards No. 123R. SeeFAS 123R, disregarding any estimates of forfeitures. For a detailed description of the assumptions used in the valuation of these awards, please see Note 13 to the Consolidated Financial Statements included in our Annual ReportReports on FormForm 10-K for the yearyears ended December 31, 2007 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FAS 123R. For further information on this award, see the 2007 Grants of Plan Based Awards table beginning on page 19 of this Proxy Statement.2008 and 2007.
e)d)The amounts shown in this column include matching contributions under the Company’s 401(k) plan, life insurance premiums, and cash payments in lieu of perquisites as detailed below.and personal use of the Company’s corporate aircraft.


1820

 
DETAILS BEHIND ALL OTHER COMPENSATION COLUMNCOLUMNS
 
                                    
 Registrant
 Insurance
 Cash Payment in
    Registrant
 Insurance
 Cash Payment in
     
Name
 Defined Contribution Premiums Lieu of Perquisites Total  Defined Contribution Premiums Lieu of Perquisites Aircraft Usage Total 
Sam K. Reed
 $9,000  $2,475  $25,000  $36,475  $9,200  $2,786  $25,000  $86,323  $123,309 
David B. Vermylen
 $9,000  $1,710  $15,000  $25,710  $9,200  $1,876  $15,000  $14,715  $40,791 
Dennis F. Riordan
 $9,000  $1,197  $10,000  $20,197  $9,200  $1,304  $10,000  $0  $20,504 
Thomas E. O’Neill
 $9,000  $1,197  $10,000  $20,197  $9,200  $1,316  $10,000  $0  $20,516 
Harry J. Walsh
 $9,000  $1,197  $10,000  $20,197  $9,200  $1,316  $10,000  $0  $20,516 
 
20072008 Grants of Plan Based Awards
 
The following table sets forth annual and long-term compensation for the Company’s Chief Executive Officer, Chief Financial Officer and three other most highly compensated officers during 2007 (collectively, the “TEOs”),2008, as well as certain other compensation information for the named officers during the years indicated.
20072008 GRANTS OF PLAN BASED AWARDsAWARDS
 
                                        
   Estimated
     Estimated
           
   Future
 Estimated
 Estimated
 Future
 Estimated
         
                               Payouts
 Future
 Future
 Payouts
 Future
 Estimated
 All Other
 Exercise
   
   Estimated
     All Other
        Under
 Payouts
 Payouts
 Under
 Payouts
 Future
 Option
 or
   
   Future
 Estimated Payouts
 Estimated Future
 Option Awards:
        Non-Equity
 Under Non-
 Under
 Equity
 Under
 Payouts
 Awards:
 Base
 Grant Date
 
   Payouts Under
 Under
 Payouts Under
 Number of
 Exercise or
 Grant Date
    Incentive
 Equity
 Non-Equity
 Incentive
 Equity
 Under
 Number of
 Price
 Fair Value of
 
   Non-Equity
 Non-Equity
 Non-Equity
 Securities
 Base Price
 Fair Value
    Plan
 Incentive Plan
 Incentive Plan
 Plan
 Incentive
 Equity
 Securities
 Of
 Stock and
 
   Incentive Plan
 Incentive Plan
 Incentive Plan
 Underlying
 of Option
 of Stock and
    Awards:
 Awards:
 Awards:
 Awards:
 Plan
 Incentive Plan
 Underlying
 Option
 Option
 
 Grant
 Awards:
 Awards:
 Awards:
 Options
 Awards
 Option
  Grant
 Threshold
 Target
 Maximum
 Threshold
 Awards:
 Awards:
 Options
 Awards
 Awards
 
Name
 Date Threshold ($(a) Target $(a) Maximum $(a) (#)(b) ($/Sh)(b) Awards $(b)  Date ($(a) $(a) $(a) #(b) Target #(b) Maximum #(b) (#)(c) ($/Sh) $ 
Sam K. Reed
  1/1/07   0   803,500   1,607,000   0   0   0   1/1/08   0   832,000   1,664,000   0   0   0   0   0   0 
  6/27/08   0   0   0   0   0   0   114,800  $24.06  $928,732 
  6/27/08   0   0   0   0   25,500   25,500   0   0  $613,530 
  6/27/08   0   0   0   0   180,000   180,000   0   0  $4,330,800 
  6/27/08   0   0   0   0   25,500   51,000   0   0  $613,530 
David B. Vermylen
  1/1/07   0   428,800   857,600   0   0   0   1/1/08   0   444,000   888,000   0   0   0   0   0   0 
  6/27/08   0   0   0   0   0   0   51,600  $24.06  $417,444 
  6/27/08   0   0   0   0   11,500   11,500   0   0  $276,690 
  6/27/08   0   0   0   0   150,000   150,000   0   0  $3,609,000 
  6/27/08   0   0   0   0   11,500   23,000   0   0  $276,690 
Dennis F. Riordan
  1/1/07   0   217,500   435,000   0   0   0   1/1/08   0   233,100   466,200   0   0   0   0   0   0 
  1/30/07   0   0   0   12,000  $29.81  $242,400   6/27/08   0   0   0   0   0   0   25,500  $24.06  $206,295 
  6/27/07   0   0   0   47,100  $26.48  $431,160   6/27/08   0   0   0   0   5,700   5,700   0   0  $137,142 
  6/27/08   0   0   0   0   18,000   18,000   0   0  $433,080 
  6/27/08   0   0   0       5,700   11,400   0   0  $137,142 
Thomas E. O’Neill
  1/1/07   0   225,000   450,000   0   0   0   1/1/08   0   233,100   466,200   0   0   0   0   0   0 
  6/27/08   0   0   0   0   0   0   36,100  $24.06  $292,049 
  6/27/08   0   0   0   0   8,000   8,000   0   0  $192,480 
  6/27/08   0   0   0   0   105,000   105,000   0   0  $2,526,300 
  6/27/08   0   0   0   0   8,000   16,000   0   0  $192,480 
Harry J. Walsh
  1/1/07   0   225,000   450,000   0   0   0   1/1/08   0   233,100   466,200   0   0   0   0   0   0 
  6/27/08   0   0   0   0   0   0   36,100  $24.06  $292,049 
  6/27/08   0   0   0   0   8,000   8,000   0   0  $192,480 
  6/27/08   0   0   0   0   105,000   105,000   0   0  $2,526,300 
  6/27/08   0   0   0   0   8,000   16,000   0   0  $192,480 
 
 
(a)Consists of awards under our annual incentive plan. In each case, 60%approximately 126% of the target amount was actually earned by each TEO and is reported as Non-Equity Incentive Plan Compensation in the 2008 Summary Compensation Table.
 
(b)Consists of options (47,100)Performance Units that permit the holder to purchase shares of our common stockearn between 0% and restricted stock (12,000) awarded under our Long-Term Incentive Plan. One-third200% of the optionsaward, based on the criteria as described in footnote (e) on page 24 of this proxy statement. Also included are Restricted Stock Awards. The amount of Restricted Stock is not subject to change, and will vest on eachan annual basis over three years, subject to operating net income for the previous twelve months being greater than $0. Restricted Stock was issued as follows: Sam K. Reed — 25,500 and 180,000, David B. Vermylen — 11,500 and 150,000,


21

Dennis F. Riordan — 5,700 and 18,000, Thomas E. O’Neill — 8,000 and 105,000, Harry J. Walsh — 8,000 and 105,000.
(c)Consists of the first through third anniversaries of the grant date.Stock Option Awards, that vest on an annual basis over three years.
 
Employment Agreements
 
On January 27, 2005, the Company entered into employment agreements with Messrs. Reed, Vermylen, O’Neill and Walsh. These individuals are referred to as the “management investors.” The terms of these employment agreements are substantially similar, other than the individual’s title, salary, bonus, option, restricted stock and restricted stock entitlements, which are summarized in the tables above.unit entitlements. The employment agreements provideprovided for a three-year term ending on June 28, 2008. The employment agreements also provide for one-year automatic extensions absent written notice from either party of its intention not to extend the agreement.
 
Under the employment agreements, each management investor is entitled to a base salary at a specified annual rate, plus an incentive bonus based upon the achievement of certain performance objectives to be determined by the Board. The employment agreements also provide that each management investor will receive restricted shares and restricted stock units of our common stock and options to purchase additional shares of our common stock, subject to certain conditions and restrictions on transferability.
 
Each management investor is also entitled to participate in any benefit plan we maintain for our senior executive officers, including any life, medical, accident, or disability insurance plan; and any pension, profit sharing, retirement, deferred compensation or savings plan for our senior executive officers. We also will pay the


19

reasonable expenses incurred by each management investor in the performance of his duties to us and indemnify the management investor against any loss or liability suffered in connection with such performance.
 
We are entitled to terminate each employment agreement with or without cause (as defined in the employment agreements). Each management investor is entitled to terminate his employment agreement for good reason, which includes a reduction in base salary or a material alteration in duties and responsibilities or for certain other specified reasons, including the death, disability or retirement of the management investor. If an employment agreement is terminated without cause by us or with good reason by a management investor, the management investor will be entitled to a severance payment equal to two times (or three times, in the case of Mr. Reed) the sum of the annual base salary payable and the target bonus amount owed to the management investor immediately prior to the end of the employment period plus any incentive bonus the management investor would have been entitled to receive for the calendar year had he remained employed by the Company. If an employment agreement is terminated under the same circumstances and within 24 months after a change of control of the Company, the management investor will be entitled to a severance payment equal to three times the annual base salary and target bonus amount payable to the management investor immediately prior to the end of the employment period, plus any incentive bonus the management investor would have been entitled to receive for the calendar year had he remained employed by us.
In 2008, we amended the agreements with Messrs. Reed, Vermylen, O’Neill and Walsh to delay payments for six months in certain circumstances to conform to recently adopted deferred compensation rules contained in Internal Revenue Code Section 409A.
On November 7, 2008 the Company entered into an employment agreement with Mr. Riordan. The terms and conditions of the Riordan employment agreement are similar in all material respects to the management investor agreements with regard to salary, bonus, benefits plans and severance except that the restricted shares, restricted stock units and options provided to the management investors in 2005 are not included since Mr. Riordan has been receiving long-term incentive grants which are summarized in the tables above and described below since he joined the Company on January 3, 2006.


22

 
Awards
 
During 2006,The grant for each TEO is listed in the Committee granted options to Mr. Riordan in connection with his joining2008 Grants of Plan Based Awards Table on page 21 above. The significant features of the 2008 equity incentives are as follows:
2008 Option Grant Features
The TEOs and certain other senior managers of the Company as the Chief Financial Officer under our Long-Term Incentive Plan. One-thirdreceived stock option grants which were issued on June 27, 2008 with a strike price of these$24.06. The options vest ratably over a three year period on eachthe anniversary of the first, secondgrant date and third anniversariesexpire on the tenth anniversary of the grant.
2008 Performance Unit Features
The TEOs and certain other senior managers of the Company received performance units which were issued on June 27, 2008 which vest on June 27, 2011 based upon achievement of a targeted operating net income of $30.9 million for the six month period from July 1, 2008 through December 31, 2008, $53.84 million for fiscal year 2009, $58.14 million for fiscal year 2010 and $142.96 million cumulatively over the entire period. The number of units is subject to adjustment based upon achievement of targets with no payout below 80% and up to 200% if achievement meets or exceeds 120% of the targets. Vested units pay out in cash or shares of the Company’s Common Stock at the discretion of the Compensation Committee.
2008 Restricted Stock Features
The TEOs and other managers of the Company received an annual restricted stock grant and a retention restricted stock grant that were issued on June 27, 2008, and vest ratably over a three year period on the anniversary of the grant date. During 2007, Mr. Riordan was granted options andNo restricted stock under the Company’s Long-Term Incentive Plan. The Options were granted as part of the Company’s annual award to all eligible non-management investor employees. Options were not granted to the other four TEOsawards will vest in 2007 as the grantany year in 2005 was intended to cover a three year period.
At the time of the spin-off from Dean Foods in 2005,which the Company awarded one-time option grants and 2% of the outstanding stock of the Company in the form of restricted shares and an additional 2% of the outstanding shares in the form of restricted stock units to the original five management investors of the Company. These include Messrs. Reed, Vermylen, O’Neill and Walsh, along with Mr. Nick McCully who retired in April 2006. All of the restricted stock and restricted units are performance based and vest only if the Company meets certain performance goals. For the restricted stock, the Company must exceed the median shareholder return of the Comparator Group as measured each year on January 31. For the restricted stock units, the Company’s closing share price must exceed $29.65 as of June 28 each year. The restricted stock vests ratably over three-years with a two-year catch up provision and a five-year term. The restricted stock units vest ratably over three years with a two-year catch up provision and terminate after ten-years. The four remaining management investors didis not receive any additional equity grant awards in 2007.
In 2007, the Compensation Committee established potential bonuses for each of our TEOs under the Annual Incentive Bonus Plan. The amount of the potential bonuses was tied to the achievement of net income targets established by the Committee. In each case, in 2007 the Annual Bonuses were earned by the TEOs at 60% of the target level and are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table on page 18 of this Proxy Statement.profitable.
 
Salary and Bonus in Proportion to Total Compensation
 
We believe our key stakeholders, including shareholders and employees, are best served by having our executives focused and rewarded based on the long-term results of the Company. In 2005, in addition to stock options, we have awarded 2% of the outstanding stock of the Company in the form of restricted shares and an additional 2% of the outstanding shares in the form of restricted stock units to the original five management investors of the Company. These include Messrs. Reed, Vermylen, O’Neill and Walsh, along with Mr. Nick McCully who retired in April 2006. All of the restricted stock and restricted units are performance based, which means the Company must meet certain performance goals in order for the awards to vest. In 2008, we included our TEOs in the annual grant, and awarded them a combination of stock options, restricted stock and performance units. Please see “Compensation Discussion and Analysis” beginning on page 14 of this Proxy Statementproxy statement for a description of the objectives of our compensation program and overall compensation philosophy.


2023

 
20072008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
                        
                         Option Awards Stock Awards 
 Option Awards Stock Awards          Equity Incentive
 Equity Incentive
 
 Number of
         Equity Incentive
  Number of
 Number of
     Plan Awards:
 Plan Awards:
 
 Securities
 Number of
     Equity Incentive
 Plan Awards: Market
  Securities
 Securities
     Number
 Market
 
 Underlying
 Securities
     Plan Awards: Number
 or Payout Value of
  Underlying
 Underlying
     of Unearned
 or Payout Value of
 
 Unexercised
 Underlying
     of Unearned Shares,
 Unearned Shares,
  Unexercised
 Unexercised
     Shares,
 Unearned Shares,
 
 Options
 Unexercised
 Option
 Option
 Units, or Other
 Units, or Other
  Options
 Options
 Option
 Option
 Units, or Other
 Units, or Other
 
 Exercisable
 Options
 Exercise
 Expiration
 Rights that Have
 Rights that have
  Exercisable
 Unexercisable
 Exercise
 Expiration
 Rights that Have
 Rights that have
 
Name
 (#) Unexercisable(#)(a) Price ($) Date not Vested(#) not Vested($)  (#) (#)(a) Price ($) Date not Vested(#) not Vested($) 
Sam K. Reed
  273,557   136,820   29.65   6/27/2015   208,211(b)  4,786,771   410,377   0   29.65   6/28/2015   208,211(b)  5,671,668 
                  214,257(c)  4,925,768       114,800   24.06   6/27/2018   214,257(c)  5,836,361 
                  25,500(d)  694,620 
                  180,000(d)  4,903,200 
                  25,500(e)  694,620 
David B. Vermylen
  182,371   91,214   29.65   6/27/2015   138,808(b)  3,191,196   273,585   0   29.65   6/28/2015   138,808(b)  3,781,130 
      51,600   24.06   6/27/2018   142,838(c)  3,890,907 
                  11,500(d)  313,260 
                  150,000(d)  4,086,000 
                  142,838(c)  3,283,846                   11,500(e)  313,260 
Dennis F. Riordan
  33,329   66,671   18.60   1/3/2016           66,659   33,341   18.60   1/3/2016   12,000(b)  326,880 
  0   47,100   26.48   6/27/2017   12,000(b)  275,880   15,698   31,402   26.48   6/27/2017   5,700(d)  155,268 
                  18,000(d)  490,320 
      25,500   24.06   6/27/2018   5,700(e)  155,268 
Thomas E. O’Neill
  124,343   62,191   29.65   6/27/2015   94,641(b)  2,175,797   186,534   0   29.65   6/28/2015   94,641(b)  2,578,021 
      36,100   24.06   6/27/2018   97,390(c)  2,652,904 
                  8,000(d)  217,920 
                  105,000(d)  2,860,200 
                  97,390(c)  2,238,996                   8,000(e)  217,920 
Harry J. Walsh
  124,343   62,191   29.65   6/27/2015   94,641(b)  2,175,797   186,534   0   29.65   6/28/2015   94,641(b)  2,578,021 
                  97,390(c)  2,238,996       36,100   24.06   6/27/2018   97,390(c)  2,652,904 
                  8,000(d)  217,920 
                  105,000(d)  2,860,200 
                  8,000(e)  217,920 
 
 
(a)The unvested option awardsaward for each TEO with an option exercise price of $24.06, will vest in one-third increments beginning on the anniversary date of the TEOs, except for Mr. Riordan, will vest ongrant, which was June 28,27, 2008. Mr. Riordan’s options will vest in one-third increments beginning on the anniversary date of the grant date of the awards, which were January 3, 2006, June 27, 2007, and June 27, 2007.2008.
(b)For thethis restricted stock, the Company must exceed the median shareholder return of the Comparator Group as measured each year on January 31. TheThis restricted stock vests ratably over three years if the targeted return is achieved and havehas a10-year5-year term. As of January 31, 2008,2009, no shares of restricted stock have vested.
 
(c)For thethese restricted stock units, the Company’s closing share price must exceed $29.65 as offor any 20 consecutive trading day period, beginning June 28, each year. The2008 through June 28, 2010. These restricted stock units vest ratably over three years if the targeted share price is achieved and have a10-year5-year term. As of December 31, 2007,2008, no restricted stock units have vested.
(d)Restricted stock granted on June 27, 2008 that vests annually on the grant date over athree-year period, subject to the Company having operating net income greater than $0.
(e)Performance units granted on June 27, 2008 that vest on June 27, 2011 based on achievement of targeted operating net income of $30.9 million for the six month period from July 1, 2008 through December 31, 2008, $53.84 million for fiscal year 2009, $58.14 million for fiscal year 2010, and $142.96 million cumulatively over


24

the entire performance period. The number of units is subject to adjustment based upon achievement of targets, with no payout below 80% and up to 200%, if achievement meets or exceeds 120% of these targets.
 
20072008 OPTION EXERCISES AND STOCK VESTED
 
In 2007,2008, no restricted shares or restricted stock units vested, and no options were exercised by TEOs.
 
20072008 NON-QUALIFIED DEFERRED COMPENSATION
 
                                        
 Executive
 Registrant
 Aggregate
 Aggregate
 Aggregate
  Executive
 Registrant
 Aggregate
 Aggregate
 Aggregate
 
 Contributions
 Contributions
 Earnings
 Withdrawals/
 Balance at
  Contributions
 Contributions
 Earnings
 Withdrawals/
 Balance at
 
 in Last FY
 in Last FY
 in Last FY
 Distributions
 Last FYE
  in Last FY
 in Last FY
 in Last FY
 Distributions
 Last FYE
 
Name
 ($)(a) ($) ($)(b) ($) ($)  ($)(a) ($) ($)(b) ($) ($) 
Sam K. Reed
  181,839   0   24,556   0   544,490   255,343   0   (221,980)  0   577,853 
David B. Vermylen
  811,658   0   60,613   0   1,412,0544   253,200   0   (430,674)  0   1,234,580 
Dennis F. Riordan
  0   0   0   0   0   0   0   0   0   0 
Thomas E. O’Neill
  0   0   0   0   0   0   0   0   0   0 
Harry J. Walsh
  0   0   0   0   0   0   0   0   0   0 
 
 
(a)Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” column in the 2008 Summary Compensation Table.
(b)Amounts in this column are not included in the 2008 Summary Compensation Table on page 1620 of this Proxy Statement.
 
The 20072008 Nonqualified Deferred Compensation tableTable presents amounts deferred under our Deferred Compensation Plan. Participants may defer up to 100% of their base salary and annual incentive plan payments under the Deferred Compensation Plan. Deferred Amounts are credited with earnings or losses based on the return of mutual funds selected by the executive, which the executive may change at any time. We do not make contributions to


21

participants’ accounts under the Deferred Compensation Plan, except to the extent that employees in the plan have their match in the 401(k) plan limited as a result of participating in the Deferred Compensation Plan. Distributions are made in either a lump sum or an annuity as chosen by the executive at the time of the deferral.
 
The earnings on Mr. Reed’s Deferred Compensation Plan account were measured by reference to a portfolio of publicly available mutual funds chosen by Mr. Reed in advance and administered by an outside third party, which generated an annual returnloss of 4.72%27.75% in 2007.2008. The earnings on Mr. Vermylen’s Deferred Compensation Plan account were measured by reference to a portfolio of publicly available mutual funds chosen by Mr. Vermylen in advance and administered by an outside third party, which generated an annual returnloss of 4.49%25.86% in 2007.2008.
 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 
As noted on pagespage 19 of this Proxy Statement, we have entered into employment agreements with certain of our TEOs. The employment agreements provide for payments of certain benefits, as described below, upon the termination of a TEO. The TEOs rights upon termination of his or her employment depend upon the circumstance of the termination. Central to an understanding of the rights of each TEO under the employment agreements is an understanding of the definitions of “Cause” and “Good Reason” that are used in the employment agreements. For purposes of the employment agreements:
 
 • We have Cause to terminate the TEO if the TEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his or her position, committing an act materially detrimental to the financial conditionand/or goodwill of us or our subsidiaries, commission of a felony or other actions specified in the definition.
 
 • The TEO is said to have Good Reason to terminate his or her employment and thereby gain access to the benefits described below if we assign the TEO duties that are materially inconsistent with his or her position, reduce his or her compensation, call for relocation, or take certain other actions specified in the definition.


25

 
The employment agreements require, as a precondition to the receipt of these payments, that the TEO sign a standard form of release in which hethe TEO waives all claims that he or shethe TEO might have against us and certain associated individuals and entities. They also include noncompetenon-compete and nonsolicitnon-solicit provisions that would apply for a period of one year following the TEO’s termination of employment and nondisparagementnon-disparagement and confidentiality provisions that would apply for an unlimited period of time following the TEO’s termination of employment.
 
The employment agreement for each TEO specifies the payment to each individual in each of the following situations:
 
 • Involuntary termination without cause or resignation with good reason
 
 • Retirement
 
 • Death or Disability
 
 • WithoutTermination without cause or with good reason after Change in Control
 
In the event of an involuntary termination of the employee without cause, or resignation by the employee for good reason, the TEO will receive two times the employee’s base salary and target bonus (three times in the case of Mr. Reed), and continuation of all health and welfare benefits for two years (three years in the case of Mr. Reed). In addition, any unvested options issued in connection with their employment agreement, shall become vested and exercisable and any restricted stock and restricted stock units outstanding and issued in connection with their employment agreement, shall continue to vest on the same terms that would have applied if the TEO’s termination had not occurred.
 
Hewitt Associates LLC has reviewed the existingchange-in-control severance provisions of our TEOs relative to the current practices of our Comparator Group and has found our practices to be within the norms of the group.
 
The performance-based restricted stock and restricted stock units we granted in 2005 at the time of the spin-off and were intended to provide long-term incentive over a multi-year period. None of these awards have yet vested based upon the performance criteria. The stock options, restricted stock, performance based restricted stock and performance units issued in June 2008 are intended to ensure that our senior management is focused on long-term growth and profitability. None of these awards have vested. Achange-in-control would cause these shares to fully vest and the full incremental value would be realized immediately. As these shares vest in the future based upon performance, we


22

would expect this incremental value delivered upon achange-in-control to decrease significantly. This is also expected to significantly decrease the potential cost of excise taxgross-ups.
 
In the event of an involuntary termination of the employee without cause, or resignation by the employee for good reason within a 24 month period immediately following a change in control of the Company, the TEO will receive three times the amount of their base salary and target bonus, and continuation of all health and welfare benefits for three years. In addition, all unvested options shall become vested and exercisable and any restricted stock, and restricted stock units outstanding shall fully vest. The TEOs are eligible to receive a“gross-up” payment from the Company to the extent they incur excise taxes under section 4999 of the Internal Revenue Code.
 
In the event of death, disability or retirement, the TEO will receive no additional payment but all unvested options shall become vested and exercisable and any restricted stock, and restricted stock units outstanding shall continue to vest on the same terms that would have applied if the TEO’s death, disability or retirement had not occurred.
 
In 2008, the Company issued equity awards to our TEOs that are only subject to the terms and conditions of the Equity and Incentive Plan, and include stock options, restricted stock and performance units. In the event of a change in control, unvested stock options will become fully vested, the restrictions on the restricted stock will lapse, and the restrictions on the greater of the units awarded or accrued will lapse in full. In the event of death, disability, or retirement, unvested options will become fully vested, and a pro rata portion of the restricted stock that would be eligible for lapse of restrictions on the next anniversary date of the grant will lapse. No performance units will vest upon death, disability or retirement. Unvested stock options, restricted stock and performance units will be forfeited for any other reason of termination.


26

The tables below illustratesillustrate the payouts to each TEO under each of the various separation situations. The tables assume that the terminations took place on December 31, 2007.2008.
 
Name of Participant: Sam K. Reed
 
                    
       Involuntary
   
       Termination
   
                           without
   
 Involuntary
          Involuntary
     Cause or
   
 Termination
          Termination
     Resignation
   
 without
     Involuntary
    without
     for Good
   
 Cause or
     Termination
 Change in
  Cause or
     Reason
 Change in
 
 Resignation
     Following
 Control
  Resignation
     Following
 Control
 
 for Good
 Retirement
   Change in
 Without
  for Good
 Retirement
   Change in
 Without
 
 Reason(1)
 or Death
 Disability
 Control
 Termination
  Reason(1)
 or Death
 Disability
 Control
 Termination
 
 ($) ($) ($) ($) ($)  ($) ($) ($) ($) ($) 
Severance  4,821,000   0   0   4,821,000   0   5,025,946   0   0   5,025,946   0 
Pro-rated Annual Incentives  0   0   0   803,500   0   0   0   0   832,000   0 
Stock Options  0   0   0   0   0   0   365,064   365,064   365,064   365,064 
Basic and Supplemental Restricted Shares  0   0       9,712,539   9,712,539 
Restricted Stock, Restricted Stock Units and Performance Units  0   932,970   932,970   17,800,468   17,800,468 
Welfare Benefits  31,230   0   31,230   31,230   0   37,322   0   37,322   37,322   0 
Excise Tax &Gross-Up
  0   0   0   6,345,184   3,927,418   0   0   0   10,336,633   7,818,080 
                      
Aggregate Payments  4,852,230   0   31,230   21,713,453   13,639,957   5,063,268   1,298,034   1,335,356   34,397,433   25,983,612 
                      
 
 
(1)Assumes Mr. Reed is acting as CEO at the time of involuntary or Good Reason Termination. If Mr. Reed were not acting in the capacity of CEO, termination would result in the full vesting of stock options, basic restricted shares and supplemental restricted shares.
 
Name of Participant: David B. Vermylen
 
                    
       Involuntary
   
       Termination
   
                           without
   
 Involuntary
          Involuntary
     Cause or
   
 Termination
          Termination
     Resignation
   
 Without
     Involuntary
    Without
     for Good
   
 Cause or
     Termination
 Change in
  Cause or
     Reason
 Change in
 
 Resignation
     Following
 Control
  Resignation
     Following
 Control
 
 for Good
 Retirement
   Change in
 Without
  for Good
 Retirement
   Change in
 Without
 
 Reason
 or Death
 Disability
 Control
 Termination
  Reason
 or Death
 Disability
 Control
 Termination
 
 ($) ($) ($) ($) ($)  ($) ($) ($) ($) ($) 
Severance  1,929,600   0   0   2,894,400   0   2,018,380   0   0   3,017,380   0 
Pro-rated Annual Incentives  0   0   0   428,800   0   0   0   0   444,000   0 
Stock Options  0   0   0   0   0   0   164,088   164,088   164,088   164,088 
Basic and Supplemental Restricted Shares  0   0   0   6,475,042   6,475,042 
Restricted Stock, Restricted Stock Units and Performance Units  0   733,210   733,210   12,384,557   12,384,557 
Welfare Benefits  23,075   0   23,075   34,612   0   25,048   0   25,048   37,572   0 
Excise Tax &Gross-Up
  0   0   0   4,171,592   2,718,697   0   0   0   7,177,237   5,665,129 
                      
Aggregate Payments  1,952,675   0   23,075   14,004,446   9,193,739   2,043,428   897,298   922,346   23,224,834   18,213,774 
                      


2327

Name of Participant: Dennis F. Riordan
 
                    
       Involuntary
   
       Termination
   
                           without Cause
   
 Involuntary
          Involuntary
     or Resignation
   
 Termination
     Involuntary
    Termination
     for Good
   
 Without
     Termination
 Change in
  Without
     Reason
 Change in
 
 Cause or
     Following
 Control
  Cause or
     Following
 Control
 
 Resignation
 Retirement
   Change in
 Without
  Resignation
 Retirement
   Change in
 Without
 
 for Good Reason Death Disability Control Termination  for Good Reason or Death Disability Control Termination 
 ($) ($) ($) ($) ($)  ($) ($) ($) ($) ($) 
Severance  1,160,000   0   0   1,740,000   0   1,255,881   0   0   1,877,481   0 
Pro-rated Annual Incentives  0   0   0   217,500   0   0   0   0   233,100   0 
Stock Options  0   292,666   292,666   292,666   292,666   0   392,954   392,954   392,954   392,954 
Basic and Supplemental Restricted Shares  0   0   0   275,880   275,880 
Restricted Stock, Restricted Stock Units and Performance Units  0   107,598   107,598   1,127,736   1,127,736 
Welfare Benefits  23,991   0   23,991   35,986   0   24,657   0   24,657   36,985   0 
Excise Tax &Gross-Up
  0   0   0   674,356   0   0   0   0   1,087,662   0 
                      
Aggregate Payments  1,183,991   292,666   316,657   3,236,389   568,546   1,280,538   500,552   525,209   4,755,918   1,520,690 
                      
 
Name of Participant: Thomas E. O’Neill
 
                    
       Involuntary
   
       Termination
   
       without
   
                           Cause or
   
 Involuntary
          Involuntary
     Resignation
   
 Termination
     Involuntary
    Termination
     for Good
   
 Without
     Termination
 Change in
  Without
     Reason
 Change in
 
 Cause or
     Following
 Control
  Cause or
     Following
 Control
 
 Resignation for
 Retirement
   Change in
 Without
  Resignation for
 Retirement
   Change in
 Without
 
 Good Reason Death Disability Control Termination  Good Reason or Death Disability Control Termination 
 ($) ($) ($) ($) ($)  ($) ($) ($) ($) ($) 
Severance  1,200,000   0   0   1,800,000   0   1,255,881   0   0   1,877,481   0 
Pro-rated Annual Incentives  0   0   0   225,000   0   0   0   0   233,100   0 
Stock Options  0   0   0   0   0   0   114,798   114,798   114,798   114,798 
Basic and Supplemental Restricted Shares  0   0   0   6,475,042   6,475,042 
Restricted Stock, Restricted Stock Units and Performance Units  0   513,020   513,020   10,968,077   10,968,077 
Welfare Benefits  22,023   0   22,023   33,035   0   24,721   0   24,721   37,081   0 
Excise Tax &Gross-Up
  0   0   0   3,700,254   2,800,783   0   0   0   5,926,219   4,977,320 
                      
Aggregate Payments  1,222,023   0   22,023   12,233,331   9,275,825   1,280,602   627,818   652,539   19,156,756   16,060,195 
                      
 
Name of Participant: Harry J. Walsh
 
                    
       Involuntary
   
       Termination
   
       without
   
                           Cause or
   
 Involuntary
          Involuntary
     Resignation
   
 Termination
     Involuntary
    Termination
     for Good
   
 Without
     Termination
 Change in
  Without
     Reason
 Change in
 
 Cause or
     Following
 Control
  Cause or
     Following
 Control
 
 Resignation for
 Retirement
   Change in
 Without
  Resignation for
 Retirement
   Change in
 Without
 
 Good Reason Death Disability Control Termination  Good Reason or Death Disability Control Termination 
 ($) ($) ($) ($) ($)  ($) ($) ($) ($) ($) 
Severance  1,200,000   0   0   1,800,000   0   1,255,881   0   0   1,877,481   0 
Pro-rated Annual Incentives  0   0   0   225,000   0   0   0   0   233,100   0 
Stock Options  0   0   0   0   0   0   114,798   114,798   114,798   114,798 
Basic and Supplemental Restricted Shares  0   0   0   6,475,042   6,475,042 
Restricted Stock, Restricted Stock Units and Performance Units  0   513,020   513,020   10,968,077   10,968,077 
Welfare Benefits  21,365   0   21,365   32,047   0   22,938   0   22,938   34,407   0 
Excise Tax &Gross-Up
  0   0   0   3,702,281   2,803,329   0   0   0   5,925,903   4,978,341 
                      
Aggregate Payments  1,221,365   0   21,365   12,234,370   9,278,371   1,278,819   627,818   650,756   19,153,766   16,061,216 
                      


2428

 
20072008 DIRECTOR COMPENSATION
 
Directors who are our employees of the Company receive no additional fee for service as a director.Non-employee directors receive a combination of cash payments, equity-based compensation, and reimbursements as shown in the table below.
 
                                
 Fees Earned
        Fees Earned
   Restricted
   
 or Paid
 Option
      or Paid
 Option
 Stock
   
 in Cash
 Awards
 All Other
    in Cash
 Awards
 Units
   
 ($)
 ($)
 Compensation
 Total
  ($)
 ($)
 ($)
 Total
 
Name
 (a) (b) ($) ($)  (a) (b) (c) ($) 
George V. Bayly
  69,750   61,656   0   131,406   77,500   63,864   44,511   185,875 
Gregg L. Engles
  41,750   61,656   0   103,406   2,250   37,980   0   40,230 
Michelle R. Obama(c)
  12,750   0   0   12,750 
Diana S. Ferguson
  73,801   10,049   44,511   128,361 
Frank J. O’Connell
  63,250   61,656   0   124,906   71,000   85,540   44,511   201,051 
Ann M. Sardini
  60,000   2,416   44,511   106,927 
Gary D. Smith
  67,750   61,656   0   129,906   69,500   63,864   44,511   177,875 
Terdema L. Ussery, II
  61,000   61,656   0   122,656   76,250   85,540   44,511   206,301 
 
 
(a)Consists of the amounts described below under “Cash Compensation.” With respect to Mr. Ussery,Smith, includes $5,000 paid for service as lead independent director. With respect to Mr. Bayly, includes $10,000 paid for service as Chairman of the Audit Committee. With respect to Mr. Smith,O’Connell, includes $5,000 paid for service as Chairman of the Nominating and Corporate Governance Committee. With respect to Mr. O’Connell,Ussery, includes $5,000 paid for service as Chairman of the Compensation Committee.
(b)The awards shown in this column constitute stock options granted under our Long-Term Incentive Plan. As of December 31, 2008, Messrs. Bayly, O’Connell, Smith and Ussery had outstanding 22,499 options, Ms. Ferguson had outstanding 3,500 options and Ms. Sardini had outstanding 1,300 options under the Long-Term Incentive Plan. Mr. Engles had a total of 31,321 options outstanding, which consists of grants from the Company in 2007 of 8,200 options plus 23,121 options he received in connection with the spin-off of the Company from Dean Foods. The amounts shown above are based on the compensation expense recognized for these awards pursuant to Statement of Financial Accounting Standards No. 123R. See Note 13 to the Consolidated Financial Statements included in our Annual Reports onForm 10-K for the years ended December 31, 2008 and 2007.
(c)In 2008, each director (except for Mr. Engles, whose Term expired in May 2008 and did not seek re-election) was granted 3,700 restricted stock units with a grant date fair value of $24.06. The amounts are based on the compensation expense recognized for the award pursuant to Statement of Financial Accounting Standards No. 123R. See Note 13 to the Consolidated Financial Statements included in our Annual ReportsReport onForm 10-K for the year ended December 31, 20072008 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FAS 123R. In 2007, each director was granted 8,200 options with a grant date fair value of $9.15. The optionsrestricted stock units will vest in equal increments on June 27, 2008, June 27, 2009 and June 27, 2010.are payable per the deferral election chosen by each director. As of December 31, 2007, each director, with the exception of Mr. Engles2008, Messrs. Bayly, O’Connell, Smith and Ussery and Ms. Obama hadFerguson and Ms. Sardini, have 3,700 restricted stock units outstanding 22,499 options under the Long-Term Incentive Plan. Mr. Engles had a total of 367,304 options, which consists of grants from the Company in 2005, 2006, and 2007 of 6,799, 7,500, and 8,200 shares respectively, plus 344,805 options he received in connection with the spin-off of the Company from Dean Foods. As of December 31, 2007, Ms. Obama had no options outstanding. Ms. Obama’s options expired and were cancelled upon her resignation.
(c)Ms. Obama resigned from the board in May 2007.
 
Cash Compensation
 
Directors who are not employees of the Company receive a fee of $35,000$45,000 per year plus $1,500 per board and committee meeting attended in person, and $750 for meetings attended telephonically.
 
Equity-Based Compensation
 
To ensure that directors have an ownership interest aligned with other stockholders, each outside director will be granted optionsand/or restricted shares of the Company’s stock having a value determined by the Board.


29

 
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
 
No member of the Compensation Committee was, during the year ended December 31, 2007,2008, an officer, former officer or employee of the Company or any of its subsidiaries. No executive officer of the Company served as a member of (i) the compensation committee of another entity in which one of the executive officers of such entity served on the Company’s Compensation Committee, (ii) the board of directors of another entity in which one of the executive officers of such entity served on the Company’s Compensation Committee, or (iii) the compensation


25

committee of another entity in which one of the executive officers of such entity served as a member of the Company’s Board of Directors, during the year ended December 31, 2007.2008.
COMMITTEE REPORTS
 
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that might incorporate by reference this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, the following Committee reports shall not be deemed to be incorporated by reference into any such filings,except to the extent we specifically incorporate by reference a specific report into such filing.Further, the information contained in the following committee reports shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C other than as set forth in Item 407 ofRegulation S-K, or subject to the liabilities of Section 18 of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), except to the extent that we specifically request that the information contained in any of these reports be treated as soliciting materials.
 
The Board of Directors has established three committees to help oversee various matters of the Company. These include the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these Committees operateoperates under the guidelines of their specific charters. These charters may be reviewed on our website atwww.treehousefoods.com.
 
REPORT OF THE AUDIT COMMITTEE
 
The Audit Committee (the “Committee”) is currently composed of three independent directors, Ms. Sardini and Messrs. Bayly Smith and Ussery, and operates pursuant to a written charter. Ms. Obama served on the Committee until she resigned from the Board in May 2007. The Company’s management is responsible for its internal accounting controls and the financial reporting process. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board and to issue reports thereon. The Committee’s responsibility is to monitor and oversee these processes, and appoint, evaluate, and auditreview the performance of Messrs. Bayly, Smith and Ussery,the Audit Committee, and compensate the independent registered public accounting firm.
 
In discharging its oversight responsibility as to the audit process, the Committee obtained from the independent registered public accounting firm a formal written statement describing all relationships between the independent registered public accounting firm and the Company that might bear on the independent registered public accounting firm’s independence consistent with PCAOB Ethics and Independence Standards Board Standard No. 1, “Independence DiscussionsRule 3526, Communication with Audit Committees” Concerning Independence, and discussed with Deloitte & Touche LLP any relationships that may impact its objectivity and independence, and the Committee satisfied itself as to Deloitte & Touche LLP’s independence. The Committee has reviewed and discussed the financial statements with management. The Committee also discussed with management and Deloitte & Touche LLP the quality and adequacy of the Company’s internal controls and the internal audit department’s organization, responsibilities, budget and staffing. The Committee reviewed both with Deloitte & Touche LLP and the internal auditors their audit plans, audit scope, and identification of audit risks.
 
The Committee discussed and reviewed with Deloitte & Touche LLP all communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of Deloitte & Touche LLP’s examination of the financial statements. The Committee also discussed the results of the internal audit examinations.


30

Based on the Audit Committee’s discussions with management and Deloitte & Touche LLP and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated


26

financial statements be included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2007,2008, for filing with the Securities and Exchange Commission.
 
In order to assure that the provision of audit and non-audit services provided by Deloitte & Touche LLP, our independent registered public accounting firm, does not impair its independence, the Audit Committee is required to pre-approve all audit services to be provided to the Company by Deloitte & Touche LLP, and all other services, including review, attestation and non-audit services, other than de minimis services that satisfy the requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended, pertaining to de minimis exceptions.
 
This report is respectfully submitted by the Audit Committee of the Board of Directors.
 
George V. Bayly, ChairChairman
Gary D. SmithAnn M. Sardini
Terdema L. Ussery, II
 
REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
 
The Nominating and Corporate Governance Committee is currently comprised of three independent directors, Mr. O’Connell, Ms. Ferguson and Messrs. O’Connell and Smith. Ms. Obama served on this Committee until she resigned from the Board in May 2007.Sardini. The Nominating and Corporate Governance Committee met in February 2008 to propose the nominees whose election to the Company’s Board of Directors is a subject of this proxy statement. The purposes of the Nominating and Corporate Governance Committee are (i) to identify individuals qualified to become members of the Board, (ii) to recommend to the Board the persons to be nominated for election as directors at any meeting of the stockholders, (iii) in the event of a vacancy on or increase in the size of the Board, to recommend to the Board the persons to be nominated to fill such vacancy or additional Board seat, (iv) to recommend to the Board the persons to be nominated for each committee of the Board, (v) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, including the Company’s Code of Ethics, and (vi) to oversee the evaluation of the Board. The Nominating and Corporate Governance Committee will consider nominees who are recommended by stockholders, provided such nominees are recommended in accordance with the nominating procedures set forth in the Company’s By-laws. The Board of Directors adopted a charter for Nominating and Corporate Governance Committee in June 2006.2005.
 
This report is respectfully submitted by the Nominating and Corporate Governance Committee of the Board of Directors.
 
Gary D. Smith, ChairFrank J. O’Connell, Chairman
Diana S. Ferguson
Frank J. O’ConnellAnn M. Sardini
 
REPORT OF THE COMPENSATION COMMITTEE
 
The Compensation Committee is comprised of Ms. Ferguson and Messrs. Bayly, O’ConnellUssery and Ussery.Smith. The Compensation Committee oversees the Company’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement.proxy statement.
 
In reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 20072008 and the Company’s Proxy Statementproxy statement to be filed in connection with the Company’s 20082009 Annual Meeting of Stockholders, each of which will be filed with the Securities and Exchange Commission.
 
This report is respectfully submitted by the Compensation Committee of the Board of Directors.
Frank J. O’Connell, Chair
George V. Bayly


2731

Terdema L. Ussery, II, Chairman
Diana S. Ferguson
Gary D. Smith
 
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The following table presents fees billed for professional services rendered for the audit of our annual financial statements and review of our quarterly reports onForm 10-Q and fees billed for other services rendered by Deloitte & Touche LLP for 20062007 and 2007:2008:
 
                
 2006 2007  2007 2008 
Audit Fees $1,495,010  $1,458,594  $1,458,594  $1,612,118 
Audit-related Fees  0   0   0   0 
Tax Fees  11,600   0   0   20,000 
All other Fees  2,250   0   0   0 
          
Total Fees $1,508,860  $1,458,594  $1,458,594  $1,632,118 
          
 
Audit fees include fees associated with the annual audit and reviews of the Company’s quarterly reports onForm 10-Q. Audit-related fees include consultation concerning financial accounting and Securities and Exchange Commission reporting standards. Tax fees include services rendered for tax advice and tax planning. All other fees are for any other services not included in the first three categories. The Audit Committee pre-approved all such services in accordance with the pre-approval policies described above under the heading “Committee Reports — Report of the Audit Committee” on page 2630 of this Proxy Statement and determined that the independent accountant’s provision of non-audit services is compatible with maintaining the independent accountant’s independence.
 
STOCKHOLDER PROPOSALS FOR 20092010 ANNUAL MEETING OF STOCKHOLDERS
 
Any stockholder who intends to present proposals at the Annual meeting of Stockholders in 2009 pursuant toRule 14a-8 under the Securities Exchange Act of 1934 must send notice of such proposal to us so that we receive it no later than November 7, 2008. Any stockholder who intends to present proposals at the Annual Meeting of Stockholders in 2009 other than pursuant toRule 14a-8 must comply with the notice provisions in our By-laws.By-Laws. Any stockholder who intends to present proposals at the Annual Meeting of Stockholders in 2010 pursuant toRule 14a-8 under the Securities Exchange Act of 1934 must send notice of such proposal to us so that we receive it no later than November 3, 2009. The notice provisions in our By-lawsBy-Laws require that, for a proposal to be properly brought before the Annual Meeting of Stockholders in 2009,2010, proper notice of the proposal must be received by us not less than 90 days or more than 120 days prior to the first anniversary of this year’s Annual Meeting. Stockholder proposals should be addressed to TreeHouse Foods, Inc., Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois 60154, Attention: Corporate Secretary.
 
HOUSEHOLDING
 
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. We have not implemented householding rules with respect to our record holders. However, a number of brokers with account holders who are stockholders may be “householding” our proxy materials. If a stockholder receives a householding notification from his, her or its broker, a single proxy statement and annual report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise.


32

Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request “householding” of their communications should contact their broker. In addition, if any stockholder that receives a “householding” notification wishes to receive a separate annual report and proxy statement at his, her or its address, such stockholder should also contact his, her or its broker directly. Stockholders who in the future wish to receive multiple copies may also contact the Company at Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois 60154, attention: Investor Relations;(708) 483-1300.


28

 
STOCKHOLDER COMMUNICATION WITH THE BOARD
 
Stockholders and other interested parties may contact the Board of Directors, the non-management directors or any individual director (including the Lead Independent Director) by writing to themc/o TreeHouse Foods Corporate Secretary, Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois 60154, and such mail will be forwarded to the director or directors, as the case may be.
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Company has been advised that a representative of Deloitte & Touche LLP, its independent registered public accounting firm, will be present at the Annual Meeting, available to respond to appropriate questions and given an opportunity to make a statement if he or she so desires.
 
OTHER MATTERS
 
If any other matters properly come before the Annual Meeting, it is the intention of the person named in the enclosed form of proxy to vote the shares they represent in accordance with the judgments of the persons voting the proxies.
 
The Annual Report of the Company for the year ending December 31, 2007,2008, was mailed to stockholders together with this proxy statement.
 
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the internet at the Securities and Exchange Commission’s website atwww.sec.govand on our website atwww.treehousefoods.com. You may also read and copy any document we file with the Securities and Exchange Commission at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549.
 
You may also request one free copy of any of our filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning Thomas E. O’Neill, Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary at our principal executive office: TreeHouse Foods, Inc., Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois 60154, telephone(708) 483-1300.
 
By Order of the Board of Directors
 
-s- Tomas E. ONeill
-s- Tomas E. O'Neill
Thomas E. O’Neill
Corporate Secretary


2933

Appendix A
 
CORPORATE GOVERNANCE GUIDELINES: DIRECTOR INDEPENDENCE
 
Except as may otherwise be permitted by NYSE rules, a majority of the members of the Board shall be independent directors. To be considered independent: (1) a director must be independent as determined under Section 303A.02(b) of the New York Stock Exchange Listed Company Manual and (2) in the Board’s judgment (based on all relevant facts and circumstances), the director does not have a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).


A-1

(PROXY CARD)
(TREE HOUSE LOGO)
YOUR VOTE IS IMPORTANT.
VOTE BY INTERNET/TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK.
Proxies submitted by telephone or Internet must be received by 11:59 p.m. Central Time, on April 30, 2008.
VOTE BY INTERNETVOTE BY TELEPHONEVOTE BY MAIL
https://www.proxypush.com/THS1-866-416-3858
•    Go to the website address listed above.
•    HavePle ase mark your proxy card ready.
•   Follow the simple instructions that appear on your computer screen.
OR
•    Use any touch-tone telephone.
•    Have your proxy card ready.
•    Follow the simple recorded instructions.
OR
•    Mark, sign and date your proxy card.
•    Detach your proxy card.
•    Return your proxy cardvotes as in the postage-paid envelope provided.
dicated inXthis exampleIf you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card
Detach proxy card here and return bottow portion in the enclosed envelope.

Mark, Sign, Date and Return
The Proxy Card Promptly
Using the Enclosed Envelopeý
Votes must be indicated
(x) in Black or Blue ink
A.Election of Directors
1.The Board of Directors recommends a vote FOR Sam K. Reedboth nominees for director and FOR proposals 2 and 3 below.
FOR ALL WITHHOLD ON ALL *EXCEPTIONS FOR AGAINST ABSTAIN
forowithholdoabstaino
2.The Board1. Electio n of Directors recommends a vote FOR Ann M. Sardini
forowithholdoabstaino
B.2. Ratification of Selection of Independent Auditors
3.The Board of Directors recommends a vote FOR the ratificationSele ction of Deloitte & Touche LLP as
foroagainstoabstaino Independent Auditors. Nomin ees: (01) Frank J. O’Connell 3. To amend Article Fourth of the Company’s Certificate of (02) Terdema L. Ussery, II Incorporation to increase the number of authorized Shares of Common Stock, $0.01 par valu e, from 4 0,000,000 to 90,000,000.
In their discretion, the proxies are authorized to vote upon any other business as may properly come before the meeting.
Please sign this proxy and return it promptly whether or not you expect to attend the meeting. You may nevertheless vote in person if you attend. Please sign exactly as your name appears herein. Give full title if an attorney, executor, administrator, trustee, guardian, etc. For an account in the name of two or more persons, each should sign, or if one signs, he or she should attach evidence of his or her authority.
DateShare Owner sign hereCo-Owner sign here(INSTRUCTIONS: To withhold authority to vote for any in dividual nominee, mark In their discretion, the proxies are authorized to vote upon any other business as the “Exceptions” box and write that nominee’s name in the space provid ed below.) may properly come before the meeting.

*Exceptions ___
Mark Here for Address Change or Comments
SEE REVERSE Signature            Signature            Date
Please sign this proxy and return it promptly whether or not you expect to attend the meeting. You may nevertheless vote in person if you attend. Please sign exactly as your name appears herein. Give full title if an Attorney, Executor, Administrator, Trustee, Guardian, etc. for an account in the name of two or more persons, each should sign, or if one signs, he should attach evidence of his authority.
FOLD AND DETACH HERE
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Proxies submitted by telephone or internet must be received by 11:59 p.m. Central Time, on April 29, 2009.
INTERNET http://www.eproxy.com/ths
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR TELEPHONE 1-866-580-9477 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
Your Internet or telephone vote authorizes the named proxies Important notice regarding the Internet availability of to vote your shares in the same manner as if you marked, signed and returned your proxy card. proxy materials for the Annual Meeting of shareholders
The Proxy Statement and the 2008 Annual Report to Stockholders are available at:http://bnymellon.mobular.net/bnymellon/ths

(PROXY CARD)
TREEHOUSE FOODS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS — APRIL 30, 2009
The undersigned appoints Sam K. Reed, David B.Vermylen and Thomas E. O’Neill, and each of them, attorneys and proxies, wit h the power of substitution in each of them, to vote for and on behalf of the undersigned at the Annual Meeting of Sharehold ers of the Company to be held on April 30, 2009, and any adjournment thereof, upon the matters coming before the meeting, as set forth in the Notice of Meeting and Proxy Statement, both of which have been received by the undersigned. Without otherwise limiting the general authorization given hereby, said attorneys and proxies are instructed to vote as follows:
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR BOTH NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
PROXY(Continued and to be marked, dated and signed, on the other side)
BNY MELLON SHAREOWNER SERVICESAddress Change/CommentsP.O. BOX 3550(Mark the corresponding box on the reverse side)SOUTH HACKENSACK, NJ 07606-9250
FOLD AND DETACH HERE
You can now access yourBNY Mellon Shareowner Servicesaccount online.
Access your BNY Mellon Shareowner Services shareholder/stockholder account onlin e via Investor ServiceDirect®(ISD).
The transfer agent for TreeHouse Foods, Inc., now makes it easy and convenient to get current information on your sharehold er account.
· View account status• View payment history for dividends
· View certif icate his tory• Make address changes
· View book-entry information• Obtain a duplicate 1099 tax form
Establish/change your PIN
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time
****TRY IT OUT**** www.bnymellon.com/shareowner/is d
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
ChooseMLinkSMfor fast,e asy and secure 24/7 onlin e access to your future proxy materials, in vestment plan statements, tax documents and more. Simply lo g on toInvestor ServiceDirect® at www.bnymel on.com/shareowner/is d where step-by-step instructio ns will prompt you through enrollment.
00000
Ple ase fax alrevisions to: 732-802-0260 or email to proxycards@bnymelonproduction.com
PRINT AUTHORIZATION
To commence printing on this proxy card please sign, date and fax this card to: 732-802-0260
SIGNATURE:___DATE:___
(THIS BOXED AREA DOES NOT PRINT) Registered Quantity 1000.00
TREEHOUSE FOODS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 1, 2008.
The undersigned appoints Sam K. Reed, David B.Vermylen and Thomas E. O’Neill, and each of them, attorneys and proxies, with the power of substitution in each of them, to vote for and on behalf of the undersigned at the Annual Meeting of Stockholders of the Company to be held on May 1, 2008, and any adjournment thereof, upon the matters coming before the meeting, as set forth in the Notice of Annual Meeting and the Proxy Statement, both of which have been received by the undersigned. Without otherwise limiting the general authorization given hereby, said attorneys and proxies are instructed to vote as follows:
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE ON THE REVERSE SIDE. IF NO SPECIFICATION IS INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, and 3.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
TREEHOUSE FOODS, INC.
P.O. BOX 11315
NEW YORK, N.Y. 10203-0315