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DF > SEC Filings for DF > Form 8-K on 21-Nov-2012All Recent SEC Filings

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Form 8-K for DEAN FOODS CO


21-Nov-2012

Change in Directors or Principal Officers


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

On November 15, 2012, the Board of Directors (the "Board") of Dean Foods Company ("Dean Foods") elected Gregg Tanner to serve on the Board and increased the size of the Board to eleven directors. Mr. Tanner will continue to serve as Dean Foods' Chief Executive Officer. Information regarding Mr. Tanner's experience is included in Dean Foods' Current Report on Form 8-K filed on August 7, 2012 and is incorporated herein by reference.

In addition, on November 15, 2012, the Compensation Committee of the Board granted restricted stock units to Gregg Tanner and Chris Bellairs in connection with their recent promotions as Chief Executive Officer and Executive Vice President, Chief Financial Officer Designate, respectively, of Dean Foods. Mr. Tanner was awarded 82,933 restricted stock units valued at approximately $1,400,000. Mr. Bellairs was awarded 8,993 restricted stock units valued at approximately $150,000. The restricted stock units were granted pursuant to the Dean Foods 2007 Stock Incentive Plan (the "SIP") and will vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date.

In connection with the grant of restricted stock units, Mr. Tanner agreed to forfeit his right to any payment with respect to cash performance units ("CPUs") previously granted to him in 2011 and 2012 under the SIP relating to 2013 and 2014 performance periods. The Compensation Committee determined to settle his rights in respect of such CPUs with respect to performance through December 31, 2012, on a pro-rated basis, based on a relative Total Shareholder Return ("TSR") of such awards that will entitle Mr. Tanner to receive a 200% payout relating to his services performed during the portion of the performance period ending December 31, 2012. Payment of such amount is conditioned upon Mr. Tanner being employed by Dean Foods on June 30, 2013.

On November 15, 2012, the Compensation Committee also determined that under the Dean Foods Amended and Restated Executive Severance Pay Plan (the "Severance Plan") any amounts payable to an officer of Dean Foods under the Severance Plan that are attributable to CPUs granted in 2011 or 2012 shall be deemed, as of the date of severance, to have a TSR resulting in a 200% payout for each of the 2011, 2012 and 2013 performance periods and a TSR resulting in a 100% payout for the 2014 performance period.


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