---
schema_version: "secwatch.filing_event.v1"
accession: "0001320695-23-000101"
form_type: "8-K"
ticker: null
cik: "0001320695"
company_name: "TreeHouse Foods, Inc."
filed_at: "2023-05-30T23:59:59+00:00"
generated_at: "2026-06-14T11:22:29.263240+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# TreeHouse Foods declassifies board, phases in annual director elections over 3 years

## Summary
- Stockholders approved charter amendments on April 27, 2023 to declassify the Board of Directors.
- Phase-in begins immediately; by 2026 annual meeting all directors face one-year terms.
- Certificate of Amendment filed with Delaware Secretary of State on May 26, 2023, effective upon filing.
- Conforming by-law amendments took effect same day as charter amendment filing.
- Restated Certificate of Incorporation filed to integrate but not further amend the charter.

## SEC filing metadata
- accession: 0001320695-23-000101
- form_type: 8-K
- cik: 0001320695
- company_name: TreeHouse Foods, Inc.
- filed_at: 2023-05-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1320695/000132069523000101/0001320695-23-000101-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1320695/000132069523000101/ths-20230526.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001320695-23-000101
- JSON: https://secwatch.observer/filing/0001320695-23-000101.json
- Plain text: https://secwatch.observer/filing/0001320695-23-000101.txt

## Key facts
- Governance Changes
  TreeHouse Foods, Inc.: Conforming amendments to bylaws approved by Board, effective upon filing of Certificate of Amendment on May 26, 2023 (effective 2023-05-26).
  - Change: bylaw amendment
  - Effective: 2023-05-26
  source text: the Board of Directors approved conforming amendments to the Company’s by-laws (the “By-Law Amendments”, and such by-laws, as amended and restated, the “Amended and Restated By-Laws”), subject to stockholder approval of the Charter Amendments and the filing and effectiveness of the Certificate of Amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069523000101/0001320695-23-000101-index.htm
- Governance Changes
  TreeHouse Foods, Inc.: Declassified Board of Directors and phased in annual director elections over three years, effective upon filing of Certificate of Amendment on May 26, 2023 (effective 2023-05-26).
  - Change: charter amendment
  - Effective: 2023-05-26
  source text: the stockholders of TreeHouse, Inc. (the “Company”), upon the recommendation of the Board of Directors, approved amendments to the Company’s certificate of incorporation (the “Charter Amendments”) to declassify the Company’s Board of Directors and phase in annual director elections over a period of three years, so that beginning with the Company’s 2026 annual meeting of stockholders, the declassification of the Board of Directors will be complete and all directors will be subject to annual election for one-year terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069523000101/0001320695-23-000101-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.