UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Dean Foods Company
(Name of Registrant as Specified In Its Charter)
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Seeking
Your Support Shareholders approved 2007 Stock Incentive Plan that included enough shares to last approximately two years Shares currently available under the plan are less than what is needed for one years grant cycle Requesting approval of an amendment for four million shares, enough for approximately one years grant cycle |
Seeking
Your Support LTI plan participation is limited to a small group of
senior decision-makers who can impact long-term performance Senior Leadership Team, VPs and Directors 541 participants (2% of total employee population) A significant portion (62%) of the compensation paid to executive officers is allocated to performance-based short- and long-term incentive programs Officers influence the overall performance of the company Incentive programs are consistent with our philosophy of linking pay to performance |
Retaining talent and aligning executive and shareholder interests requires additional shares Based on the April 14 closing price ($19.36), 57% of the 23.3 million outstanding options are underwater All option grants after mid-2005 are underwater Significant executive recruiting since 2005 to build capability across the organization 36% of LTI-eligible participants have all of their options underwater; 70% of executive officers have all of their options underwater If the new plan is not approved, material realignment of compensation programs could negatively impact free cash flow, decouple employee and shareholder interests Seeking Your Support Please Vote to Support Share Plan Amendment |