Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 28, 2021, TreeHouse Foods, Inc. ("TreeHouse" or the "Company") announced that Mr. O'Neill's employment with the Company and service as General Counsel, Chief Administrative Officer and Corporate Secretary of the Company will terminate effective June 30, 2021. The Company has entered into an Agreement with Mr. O'Neill which provides separation benefits consistent with a termination without cause under his employment agreement.

On June 29, 2021, TreeHouse appointed Kristy N. Waterman, age 41, as its General Counsel and Corporate Secretary, effective July 1, 2021. Prior to joining TreeHouse, Ms. Waterman served as Senior Vice President, Strategy and Chief Administrative Officer of DFA Dairy Brands, the division of Dairy Farmers of America that acquired a substantial portion of Dean Foods Company. Prior to DFA Dairy Brands, Ms. Waterman served as Senior Vice President, General Counsel, Corporate Secretary and Government Affairs of Dean Foods Company and had responsibility for all legal and regulatory matters. She joined Dean Foods in 2014 and held positions of increasing responsibility within the legal department. Ms. Waterman began her career in the Dallas offices of Gardere, Wynne, Sewell and Norton Rose Fulbright, where she practiced general and corporate law, with a focus on mergers, acquisitions, transactions, securities, corporate governance and reporting and filing obligations. Ms. Waterman holds an undergraduate degree in Mathematics and Economics from The University of Texas at Austin and a Juris Doctorate from St. Mary's University School of Law.

The Company has entered into an Advisory Agreement with Mr. O'Neill for a period of time following his termination date (the "Advisory Agreement"). During the term of the Advisory Agreement, Mr. O'Neill will act as an advisor for the ongoing Keurig Green Mountain litigation in exchange for an annual fee of $200,000 and a contingent fee based on a percentage of any final settlement for the litigation, which will range from 0.8% to 1.2% of the gross proceeds.

The foregoing descriptions of the Agreement and Advisory Agreement are qualified in their entirety by the terms of the Agreement and Advisory Agreement respectively, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.

A copy of the press release related to Mr. O'Neill's departure and Ms. Waterman's appointment as General Counsel and Corporate Secretary is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits
(d)Exhibits:
Exhibit
Number                                            Exhibit Description

     10.1              Agreement, dated     June     2    8    , 2021, by and between     Thomas E.
                     O'Neill and TreeHouse     Foods, Inc.
     10.2              Advisory Agreement, dated June     2    8    , 2021, by and between Thomas E.
                     O'Neill and TreeHouse Foods, Inc.
     99.1              Press Release, dated     Ju    ne     2    9    , 2021
      104            Cover Page Interactive Data File (formatted as Inline XBRL)

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