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): December 7, 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 December 7, 2015, Mr. Prakash Melwani tendered his resignation as a member of the Board of Directors (the “Board”) of Pinnacle Foods Inc. (“the Company”), effective December 8, 2015. Mr. Melwani is a non-independent member of the Board, and he is currently a senior managing director at Blackstone, the Company’s former majority shareholder. Mr. Melwani is also the chief investment officer of Blackstone’s private equity group and Mr. Melwani chairs each of Blackstone’s investment committees. Mr. Melwani’s resignation is not in connection with any known disagreement with the Company.

(d) On December 7, 2015, the Board elected Mr. Mark Jung, consultant to ABRY Partners, a private equity firm, as an independent director of the Company, effective December 8, 2015. Mr. Jung will serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee. The Company expects Mr. Jung to stand for election at the annual meeting of shareholders in 2018.

Mr. Jung’s 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. Jung 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. Jung and any other person pursuant to which he was elected as a director. Mr. Jung 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. Jung and the resignation of Mr. Melwani 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 December 8, 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:	December 8, 2015

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release issued by Pinnacle Foods Inc., dated December 8, 2015.

EX-99.1

Exhibit 99.1

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

Mark Jung Joins Pinnacle Board of Directors

Parsippany, NJ, December 8, 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 related changes to the composition of two Board committees.

On December 7, 2015, the Board elected Mark Jung, current consultant to ABRY Partners and the former chief executive officer of OnLive, as an independent director of the Company and a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee. Mr. Jung has a track record of leading and building companies with a strong digital and social media presence. He co-founded IGN Entertainment Inc. in 1999 and served as its chief executive officer from January 1999 to January 2006. Mr. Jung has also served as the chief operating officer of FOX Interactive Media, a Newscorp subsidiary. Mr. Jung has extensive experience steering companies and providing strategic counsel while sitting on the Boards of many public and private companies, including the Boards of Yodlee Inc., 3PAR Inc., Keynote Systems Inc., Vitacost.com Inc., and Vudu, Inc. He currently sits on the Board of the following privately held companies: Inmar, DataXu, InterviewStreet and WGT Media. Mr. Jung’s appointment to the Board and the Audit and Nominating and Corporate Governance Committees is effective December 8, 2015. Mr. Jung was introduced to Pinnacle Foods by Kingsley Gate Partners, the firm used to conduct the director search.

He replaces Prakash A. Melwani, senior managing director and chief investment officer of Blackstone’s private equity group, who stepped down from the Board, in light of Blackstone’s exit from their equity stake in Pinnacle Foods. Mr. Melwani served on the Pinnacle Foods Board for eight years and played an instrumental role in shaping the Company’s long-term vision and supporting Pinnacle’s successful transition to a public company.

Commenting on the announcement, Pinnacle Foods Chairman Roger Deromedi stated, “I am delighted to welcome Mark to our Board. He brings a depth of business and entrepreneurial experience that will provide us with valuable perspective. As we welcome Mark, on behalf of the entire Board and the Company, I want to thank Prakash for his invaluable insight, strategic guidance and dedicated service to both Pinnacle Foods and our shareholders since the IPO. Prakash was the architect of Blackstone’s acquisition of Pinnacle Foods in 2007 and is a true champion of the Company, making a significant, lasting impact.”

The composition of the Company’s Board committees is listed below. For more information about the Company’s Board members, please visit the Company’s website.

Audit Committee

Raymond Silcock (Chair)

Jane Nielsen

Micky Pant

Mark Jung

Compensation Committee

Jane Nielsen (Chair)

Ann Fandozzi

Raymond Silcock

Yannis Skoufalos

Nominating and Corporate Governance Committee

Ann Fandozzi (Chair)

Micky Pant

Yannis Skoufalos

Mark Jung

Media Relations:

Chris DaVault

Manager, External Communications

973-541-8620

MediaInquiries@pinnaclefoods.com

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.