UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| ¨ | Definitive Proxy Statement | |
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| ¨ | Soliciting Material Pursuant to §240.14a-12 | |
Dean Foods Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 Annual
Meeting Voting Considerations |
 Accelerated Vesting
of Equity Awards
A stockholder proposal urges the Board to adopt a policy prohibiting the full
acceleration of equity awards held by named executive officers upon a change in
control
ISS
and
Glass
Lewis
each
recommend
voting
“FOR”
this
proposal
We
strongly
disagree
with
ISS’
and
Glass
Lewis’
recommendations
and
the
Board
recommends
voting
“AGAINST”
this
proposal
Accelerated vesting allows management to remain objective and focused on
protecting
stockholder
value
in
a
change
in
control
transaction,
removes
some
of
the
uncertainty for executives, including potential job loss, from such a transaction,
and helps management avoid potential conflicts of interest and
distractions In our Proxy Statement, we estimated that the total payout to
our named executive officers related to accelerated vesting of equity awards
following a change in control transaction
would
have
been
approximately
$9
million.
1
This
amount
represents
less
than 1% of our current market capitalization. This cost is modest in the context of
a change in control transaction and is unlikely to have a material
impact on a proposed
change in control transaction or the premium paid to the Company’s
stockholders. A majority of the companies in our peer group, and most public
companies generally, do not restrict acceleration of vesting of equity
awards in connection with a change in control transaction so adopting such a
policy would also put us at a significant disadvantage in recruiting and
retaining key executives 1
as of December 31, 2013
2 |
 Reporting
of Political Contributions
3
A stockholder proposal urges the Board to adopt a policy requiring the
Company to provide an annual report on its political activities
ISS
and
Glass
Lewis
each
recommend
voting
“FOR”
this
proposal
We
strongly
disagree
with
ISS’
and
Glass
Lewis’
recommendations
and
the
Board
recommends
voting
“AGAINST”
this
proposal
We believe the proposal is duplicative and unnecessary, as a comprehensive system
of reporting
and
accountability
for
political
contributions
already
exists
and
provides
an
appropriate level of transparency regarding the Company’s political
activity Our political contributions are disclosed publicly on websites such
as: http://lobbyingdisclosure.house.gov
(lobbying)
http://fec.gov
(PAC contributions)
The expanded reporting required by the proposal, if adopted, would result in
additional time and expense with little, if any, corresponding benefit for
stockholders The Board believes that the expanded disclosure requested in
this proposal could also place us at a competitive disadvantage by providing
our competitors, who also participate in the political process, with
additional information that could be used to their business advantage
The Company has complied with laws related to political contributions and the
Company does not make political contributions to individual candidates out
of corporate funds |