Summary of DEAN FOODS CO - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On February 8, 2013, the Board of Directors (the "Board") of Dean Foods Company (the "Company") elected Robert Wiseman to the Board as a Class III director, whose current term will end at the Company's annual meeting of shareholders to be held in 2013. Mr. Wiseman was not elected to serve as a member of any committee of the Board in connection with his election to the Board. There are no arrangements between Mr. Wiseman and any other person pursuant to which Mr. Wiseman was selected as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Wiseman has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Mr. Wiseman will be compensated in accordance with the Company's compensation program for non-employee directors, pursuant to which he is entitled to receive an annual retainer of $220,000 consisting of (i) a $100,000 cash retainer, payable quarterly in arrears on a pro rata basis and (ii) $120,000 in equity awards, which shall consist of restricted stock units. If the number of meetings of the Board exceeds eight meetings or if the number of meetings of any committee of the Board to which Mr. Wiseman is appointed in the future exceeds eight meetings, in each case during any fiscal year, then the Board may award additional fees for each additional meeting in an amount to be determined by the Board. Pursuant to the Company's compensation program for non-employee directors, such directors may elect to receive all or any portion of the cash fees in restricted stock rather than in cash. If Mr. Wiseman makes this election, he will receive shares of restricted stock with a value equal to 150% of the cash amount owed to him, determined as of the last day of the applicable quarter based on the average closing price of our common stock over the last 30 trading days of the quarter. One-third of the restricted shares vest on the grant date; one-third vest on the first anniversary of the grant date; and the final one-third vest on the second anniversary of the grant date.

A copy of the Company's press release announcing Mr. Wiseman's election as director is attached hereto as Exhibit 99.1 and is incorporated herein by reference.