Summary of DEAN FOODS CO - Yahoo! Finance

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statemen

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 5, 2009, the Board of Directors (the "Board") of Dean Foods Company (the "Company") adopted amended and restated bylaws (the "Bylaws"), which will become effective on May 22, 2009, following the Company's 2009 annual meeting of stockholders. The amendment was adopted to implement a majority voting standard. Pursuant to the amendment, for elections occurring on or after the effective date of the Bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to that director's election at any meeting for the election of directors at which a quorum is present, provided that if, as of the 10th day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders of the Company, the number of nominees exceeds the number of directors to be elected (a "Contested Election"), the directors shall be elected by the vote of a plurality of the votes cast. A majority of the votes cast means the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election (with abstentions and broker nonvotes not counted as a vote cast either "for" or "against" that director's election). The Bylaws reflecting this amendment are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

In connection with the amendment to the Bylaws described above, the Board also amended its Corporate Governance Principles effective May 22, 2009 to
(i) establish procedures under which any incumbent director who fails to receive a majority of the votes cast in an election that is not a Contested Election shall offer to tender his or her resignation to the Board; and (ii) provide that the Governance Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation and publicly disclose its decision within ninety (90) days following certification of the election results.