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

Effective January 14, 2013, Annie's, Inc. (the "Company") appointed Amanda Martinez to serve as the Company's Executive Vice President, Operations & Administration.

Pursuant to an offer letter effective January 14, 2013, Ms. Martinez will be entitled to receive an annual base salary of $225,000. Her annual target bonus is 50% of her base salary based on both company and individual performance objectives. Ms. Martinez's employment is terminable at will.

Subject to the approval of the Company's Compensation Committee and pursuant to the Company's Omnibus Incentive Plan, Ms. Martinez may be awarded (1) a ten-year non-qualified stock option to purchase shares of the Company's common stock, and
(2) performance share units. Subject to further action by the Company's Compensation Committee, the stock option would have an exercise price equal to the closing price of the Company's common stock on the grant date (the "Closing Price"), which will be the first day of Ms. Martinez's appointment. The number of shares underlying the stock option will be based upon an option value of $75,000 using Black-Scholes or another valuation method selected by the Company. The performance share units would be based upon a target dollar award opportunity of $75,000 and the number of target performance shares would be determined by dividing the target dollar award opportunity by the Closing Price.

Ms. Martinez most recently served as Safeway, Inc.'s ("Safeway") Vice President, Frozen Food. She previously served in many other operations and supply chain leadership positions at Safeway, including procurement, marketing business processes, supply operations, and logistics and manufacturing. She has deep and varied experience across food production, including frozen, beverage, and baked goods.

Ms. Martinez will oversee operations and supply chain, human resources development, and sustainability initiatives. Mr. Lawrence Waldman, Senior Vice President-Supply Chain and Operations will report directly to Ms. Martinez.

Effective January 14, 2013, Mr. Mark Mortimer will be promoted to Executive Vice President, Sales & Marketing, Chief Customer Officer. Mr. Mortimer has been the Company's Chief Customer Officer since 2010. Mr. Mortimer's role will expand his responsibilities to cover all sales and marketing functions within the Company. Ms. Sarah Bird, Senior Vice President- Marketing and Chief Mom Officer will report directly to Mr. Mortimer. Mr. Mortimer's annual base salary has been increased by $20,000 to $300,000.

Subject to the approval of the Company's Compensation Committee and pursuant to the Company's Omnibus Incentive Plan, Mr. Mortimer may be awarded a ten-year non-qualified stock option to purchase 40,000 shares of the Company's common stock. Subject to further action by the Company's Compensation Committee, the stock option would have an exercise price equal to the Closing Price as of January 14, 2013.

A copy of the press release announcing Ms. Martinez's appointment and Mr. Mortimer's promotion is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description

99.1 Press Release dated January 7, 2013

---