UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Soliciting Material Pursuant to §240.14a-12 |
Dean Foods Company
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May, 2009
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2 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 |
3 Dean Has Three Advantaged Business Platforms National chilled direct store delivery and plant footprint Cost leadership National selling with local execution National, premium brands #1 in soy and organic milk; #2 in creamers Transformation complete US leader in national long shelf-life private label dairy Compelling transformation opportunity Other Fluid Dairy 8% Other 2% Cultured 5% Other Beverages 5% Ice Cream 9% Fresh Milk 71% Rachels 6% Other 3% Land OLakes 15% Horizon Organic 28% International Delight 20% Silk 28% Aerosol 8% Other 2% Ice Cream Mix 21% Creamers 41% Cottage Cheese 10% Sour Cream 10% Yogurt 8% $9.8B Note: Reflects full year 2008 information $1.5B $1.1B Net Sales: |
4 Three-Part Strategy to Win Our Investment Thesis |
5 Dean Foods: Our Strategies Clear opportunity to lower cost structure Multi-year productivity program in place: $300+ million over the next 3 to 5 years Conversion $85 Network Optimization $65 WhiteWave $50 Procurement $50 Direct Store Distribution $50 Total = $300 Million |
6 Our Leadership Team Kelly Duffin-Maxwell (2008) Steve Kemps (2006) Jack Callahan (2006) Debbie Carosella (2007) Gregg Tanner (2007) Greg McKelvey (2005) Chris Sliva (2006) Rick Fehr (1996) Top tier CPG Top tier CPG experience experience Drive change Drive change in the in the organization organization Transform the Transform the business business Joe Scalzo (2005) Harrald Kroeker (2006) Paul Moskowitz (2007) |
7 Seeking Your Support LTI plan participation is limited to 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 |
8 Retaining talent and aligning executive and shareholder interests requires additional shares Based on the May 8 closing price ($17.72), 72% 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 the Share Plan Amendment |
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