Shareholders at TreeHouse Foods (NYSE: THS) back merger and related pay votes

Rhea-AI Filing Summary

On January 29, 2026, TreeHouse Foods, Inc. stockholders approved a merger at a special meeting, with 43,642,761 votes for, 81,970 against and 58,396 abstentions. This indicates very strong support for completing the transaction described as “The Merger.”

Stockholders also approved, on an advisory basis, the merger-related executive compensation, with 27,316,348 votes for and 16,455,573 against, and authorized potential adjournment of the special meeting if needed, by a vote of 39,747,868 for and 3,982,484 against.

Insights

Corporate governance analyst

TreeHouse stockholders strongly backed the merger and related pay items.

TreeHouse Foods, Inc. obtained clear stockholder approval for its merger, with 43,642,761 votes in favor versus only 81,970 against. Such a wide margin suggests broad alignment between stockholders and the board on proceeding with the transaction.

The advisory vote on merger-related executive compensation passed with 27,316,348 votes for and 16,455,573 against, showing support but with a notable dissenting block. The adjournment proposal also passed comfortably, providing flexibility around meeting logistics on January 29, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

TREEHOUSE FOODS, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number: 001-32504

Delaware			20-2311383
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification no.)
2021 Spring Road, Suite 600
Oak Brook, IL 60523
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (708) 483-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			THS			NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07.     Submission of Matters to a Vote of Security Holders

On January 29, 2026, TreeHouse held a Special Meeting of the Company’s stockholders. Set forth below are the final voting totals for the matters submitted to stockholders, as provided by the independent inspector of elections, acting on behalf of Broadridge Financial Solutions, for the Special Meeting.

Proposal One: The Merger

Votes For						Votes Against						Abstain						Broker Non-Votes
43,642,761						81,970						58,396						—

Proposal Two: Advisory Vote on Merger-Related Executive Compensation

Votes For						Votes Against						Abstain						Broker Non-Votes
27,316,348						16,455,573						11,206						—

Proposal Three: Adjournment of the Special Meeting

Votes for						Votes Against						Abstain						Broker Non-Votes
39,747,868						3,982,484						52,775						—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TreeHouse Foods, Inc.

Date:

January 29, 2026

By:

/s/ Kristy N. Waterman

Kristy N. Waterman

Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary

FAQ

What did TreeHouse Foods (THS) stockholders approve at the January 29, 2026 special meeting?

TreeHouse Foods stockholders approved a merger referred to as “The Merger,” with 43,642,761 votes for, 81,970 against, and 58,396 abstentions. This strong approval authorizes the company to move forward with completing the transaction, subject to any remaining closing conditions.

How did TreeHouse Foods (THS) stockholders vote on merger-related executive compensation?

Stockholders approved the advisory vote on merger-related executive compensation, with 27,316,348 votes for, 16,455,573 against, and 11,206 abstentions. While the proposal passed, the sizeable opposition indicates some stockholder concern about how management will be compensated in connection with the merger.

What were the results for the TreeHouse Foods (THS) adjournment proposal at the special meeting?

The proposal to allow adjournment of the special meeting, if necessary, was approved with 39,747,868 votes for, 3,982,484 against, and 52,775 abstentions. This authorization gave TreeHouse flexibility to postpone or continue the meeting to secure sufficient votes or address procedural needs.

When was the TreeHouse Foods (THS) special stockholder meeting held to vote on the merger?

TreeHouse Foods held its special meeting of stockholders on January 29, 2026. At this meeting, investors voted on three proposals: approval of the merger, an advisory vote on merger-related executive compensation, and a proposal permitting adjournment of the special meeting if required.

Did TreeHouse Foods (THS) face significant opposition to its merger plan?

Opposition to the merger itself was very limited, with only 81,970 votes against compared with 43,642,761 votes for. However, 16,455,573 votes opposed the advisory merger-related executive compensation proposal, indicating more debate around management pay than around the merger terms.