8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2013

CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

New Jersey
(State or Other Jurisdiction of Incorporation) 1-1550
(Commission
File Number) 04-1923360
(IRS Employer
Identification No.)

550 South Caldwell Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 980-636-5000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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.

On April 23, 2013, Chiquita Brands International, Inc. (the “Company”) announced the appointment of Rick P. Frier as Senior Vice President and Chief Financial Officer. Mr. Frier will assume his new position immediately upon the filing of the Company’s first quarter report on Form 10-Q (the “Effective Date”), and will serve as Senior Vice President, Finance until that time. Mr. Frier will succeed Brian W. Kocher as Chief Financial Officer who, as previously announced, will become Senior Vice President and Chief Operating Officer on the Effective Date.

Mr. Frier, age 51, has been Director, Executive Vice President and Chief Financial Officer of Catalina Marketing Corp., a global leader in precision marketing specializing in the development, delivery and measurement of shopper-driven and marketing campaigns since 2005. Prior to that Mr. Frier served as Director, Chief Financial Officer and Chief Operating Officer of Mattress Discounters Inc., a bedding retailer and manufacturer from 2001 to 2005.

In connection with his appointment, Mr. Frier will be awarded shares of Company restricted stock with a target value of $900,000, 30% of which award will vest in equal tranches on each of the first four anniversaries of the date of grant and 70% of which will vest based upon attainment of performance goals. The restricted stock award will be made pursuant to the Form of Restricted Stock Award and Agreement filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and the performance vesting portion of the award is consistent with the description provided in the Company’s most recent annual proxy dated April 12, 2013, in the Compensation Discussion and Analysis section, under the heading “LTIP Program for 2013-2015 Performance Cycle.” In addition, Mr. Frier has entered into the Company’s standard Change in Control Severance Agreement substantially in the form filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

There are no family relationships between Mr. Frier and any director or executive officer of the Company, and he has no direct or indirect material interest in any transactions with the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.Description

99.1        Press Release issued by Chiquita Brands International, Inc., dated as of April 23, 2013.

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.

	CHIQUITA BRANDS INTERNATIONAL, INC.
Date: April 23, 2013	By:	/s/ James E. Thompson
		James E. Thompson
		Senior Vice President, General Counsel and
		Secretary

EX-99.1

Exhibit 99.1

News Release

Contacts: Steve Himes, 980-636-5636, shimes@chiquita.com, (Investors & Analysts)

Tiffany Breaux, 980-636-5029, tbreaux@chiquita.com (Media)

Chiquita Brands Names Rick Frier Chief Financial Officer

Frier Succeeds Brian W. Kocher Who Transitions to Chief Operating Officer

CHARLOTTE, N.C. – April 23, 2013 – Chiquita Brands (NYSE: CQB) announced today the appointment of Rick Frier as the company’s senior vice president and chief financial officer. Mr. Frier will be responsible for all aspects of the company’s financial operations worldwide. He will assume his new position immediately upon the filing of the company’s first quarter financial report and will serve as senior vice president, finance, until that time. He succeeds Brian W. Kocher who, as previously announced, will become chief operating officer (COO) for Chiquita.

“Rick has a strong finance and operational background, and a proven track record of success across a variety of industries,” said Ed Lonergan, Chiquita’s president and chief executive officer. “His experience in leading organizations through turnaround situations, and his demonstrated leadership skills are well suited to help Chiquita implement its refocused strategic direction. We are pleased to welcome him to Chiquita.”

“I’m delighted to join the Chiquita team. It’s a fantastic brand with a great team and tremendous potential,” Mr. Frier said. “I am excited about adding my skills and expertise to help Chiquita execute its strategic vision and grow shareholder value.”

Mr. Frier comes to Chiquita with 30 years of experience in finance and operational roles. Prior to joining Chiquita, he served as director, executive vice president and chief financial officer of Catalina Marketing Corp., a global leader in consumer precision marketing, where Frier helped lead the company through a

period of transformation and significant growth. Before joining Catalina, he served as director, chief financial officer and chief operating officer of Mattress Discounters Inc., a Bain Capital portfolio company, where he played a key leadership role in that company’s financial and operational turnaround. Throughout his career, Frier has demonstrated a strong ability to align the global finance function with corporate strategies that improve profitability.

Mr. Frier graduated cum laude from the University of Southern California with a Bachelor of Science in Business Administration. He earned his Masters of Business Administration from Claremont Graduate University.

ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Brands (NYSE: CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads, other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in approximately 70 countries worldwide. For more information, please visit http://www.chiquita.com/.

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