8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2015

Commission File Number 001-35844

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Pinnacle Foods Inc.

(Exact name of registrant as specified in its charter)

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Delaware	35-2215019
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
399 Jefferson Road Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 541-6620

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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))

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

(a) On September 9, 2015, Mr. Jason Giordano tendered his resignation as a member of the Board of Directors (the “Board”) of Pinnacle Foods Inc. (“the Company”), effective September 11, 2015. Mr. Giordano is a non-independent member of the Board, and he is currently a managing director in the private equity group at Blackstone, the Company’s former majority shareholder. Mr. Giordano’s resignation is not in connection with any known disagreement with the Company. Mr. Giordano’s membership on the Company’s Nominating and Corporate Governance Committee will also cease upon his resignation.

(d) On September 9, 2015, the Board elected Mr. Ioannis Skoufalos, Global Product Supply Officer of the Procter & Gamble Company, as an independent director of the Company, effective September 16, 2015. Mr. Skoufalos will serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee. The Company expects Mr. Skoufalos to stand for election at the annual meeting of shareholders in 2018.

Mr. Skoufalos’ compensation for his services as a director will be consistent with that of the Company’s other independent non-employee directors, except that he will receive a pro rata portion of the annual board member retainer for service on the Board (currently $80,000 per year). Additionally, Mr. Skoufalos will also receive the Company’s annual Board equity award of restricted stock, pro-rated for Board service during the 2015 fiscal year, and representing the full annual equity award for Board service through the 2016 fiscal year (currently based on a grant date fair value of $150,000 per year) on the date of the Company’s 2016 annual shareholder meeting.

Other than the standard compensation arrangements described above, there are no arrangements or understandings between Mr. Skoufalos and any other person pursuant to which he was elected as a director. Mr. Skoufalos is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company to announce the election of Mr. Skoufalos and the resignation of Mr. Giordano is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release issued by Pinnacle Foods Inc., dated September 10, 2015.

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 thereto duly authorized.

PINNACLE FOODS INC

By:	/s/ CRAIG STEENECK
Name:	Craig Steeneck
Title:	Executive Vice President and Chief Financial Officer
Date:	September 10, 2015

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release issued by Pinnacle Foods Inc., dated September 10, 2015.

EX-99.1

Exhibit 99.1

Pinnacle Foods Elects New Board Member and Announces Changes to Board Committees

Yannis Skoufalos Joins Pinnacle Board of Directors

Parsippany, NJ, September 10, 2015 /PR Newswire/ - Pinnacle Foods Inc. (NYSE: PF) today announced changes to its Board of Directors, including the election of a new independent director and subsequent modifications to the Board committee composition. These changes are consistent with NYSE governance requirements for non-controlled companies that now apply to Pinnacle, following Blackstone’s ownership exit.

On September 9, 2015, the Board elected Ioannis (Yannis) Skoufalos, Global Product Supply Officer of The Procter & Gamble Company (P&G), as an independent director of the Company and a member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee. Mr. Skoufalos has been Global Product Supply Officer at P&G since 2011. Since joining P&G in 1984, Mr. Skoufalos has held roles of increasing responsibility in engineering, manufacturing and product supply in various global geographies. Mr. Skoufalos was introduced to Pinnacle Foods by Kingsley Gate Partners, the firm used to conduct the director search. Mr. Skoufalos’ appointment to the Board and the Compensation and Nominating and Corporate Governance Committees becomes effective September 16, 2015. He replaces Jason Giordano, managing director in the private equity group at Blackstone, who will step down from the Board effective September 11, 2015 in light of Blackstone’s ownership exit.

Commenting on the announcement, Pinnacle Foods Chairman Roger Deromedi stated, “The changes announced today are another step in our on-going evolution since Pinnacle’s IPO in March 2013. Yannis brings a depth of experience in supply chain and understanding of the consumer goods industry which will provide valuable perspective for our Board. As we welcome Yannis, on behalf of the Board and the Company, I want to thank Jason for his contributions and service to Pinnacle. Jason has been actively engaged on the Board since Blackstone originally acquired the business in 2007, and his knowledge and passion had a meaningful, positive impact on the Board and the Company.”

The composition of the Company’s Board committees, reflecting the modifications made in compliance with NYSE Listing Standards, is listed below. All committees now consist of independent directors. For more information about the Company’s Board members, please visit the Company’s website.

Audit Committee

Raymond Silcock (Chair)

Jane Nielsen

Micky Pant

Compensation Committee

Jane Nielsen (Chair)

Ann Fandozzi

Raymond Silcock

Yannis Skoufalos

Nominating and Corporate Governance Committee

Ann Fandozzi (Chair)

Micky Pant

Yannis Skoufalos

Pinnacle Foods Contact

Maria Sceppaguercio

Sr. Vice President, Investor Relations

973-541-8629

About Pinnacle Foods Inc.

In more than 85% of American households, consumers reach for Pinnacle Foods brands. Pinnacle Foods is ranked on Fortune Magazine's 2014 Top 1000 companies list. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 4,400 employees. We are a leader in the shelf-stable and frozen foods segments and our brands hold the #1 or #2 market position in 10 of the 14 major categories in which they compete. Our Duncan Hines Grocery segment manages brands such as Duncan Hines® baking mixes and frostings, Vlasic® and Vlasic Farmer's Garden® shelf-stable pickles, Wish-Bone® and Western® salad dressings, Mrs. Butterworth's® and Log Cabin® table syrups, Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Duncan Hines® Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen segment manages brands such as Birds Eye®, gardein™, Birds Eye Steamfresh®, C&W®, McKenzie's®, and Freshlike® frozen vegetables, Birds Eye Voila!® complete bagged frozen meals, Van de Kamp's® and Mrs. Paul's® frozen prepared seafood, Hungry-Man® frozen dinners and entrées, Aunt Jemima® frozen breakfasts, Lender's® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods segment manages Tim's Cascade Snacks®, Hawaiian® kettle style potato chips, Erin's® popcorn, Snyder of Berlin® and Husman's® snacks in addition to our food service and private label businesses. Further information is available at www.pinnaclefoods.com.