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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 27, 2008
Dean Foods Company
(Exact name of registrant as specified in charter)
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Delaware
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1-12755
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75-2559681 |
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(State or other jurisdiction of
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(Commission
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(IRS Employer |
incorporation)
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File Number)
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Identification No.) |
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (214) 303-3400
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 27, 2008, the Board of Directors of Dean Foods Company (the Company) adopted
amended and restated bylaws (the Bylaws). The amendments to such Bylaws are described below.
Article II, Section 3 of the Bylaws was amended to provide that notice of any business to be
brought before an annual meeting by a stockholder must be delivered to the Companys Secretary not
earlier than the 120th day nor later than 5:00 P.M., Central Time, on the 90th day prior to the
first anniversary of the date of the preceding years annual meeting. The former bylaws provided
that notice should be received by the Secretary of the Company no later than March 1 of any
calendar year; or if less than 35 days notice of an annual meeting of stockholders was given by
the Company, such notice should be delivered to the Secretary not later than the close of business
on the seventh day following the day on which the notice of the meeting was mailed. In addition,
the advance notice provisions were amended to require a stockholder to include the following
additional information in the notice to the Company: (i) a brief description of, and reasons for,
the business to be brought before the annual meeting; (ii) the name and address of the stockholder,
and of any holder of record of the stockholders shares as they appear on the Companys books;
(iii) the class and number of shares of the Company which are owned by the stockholder or holder of
record, and a representation that the stockholder will notify the Company in writing of the class
and number of such shares owned of record and beneficially as of the record date; (iv) any material
interest of the stockholder in such business; (v) a description of any agreement, arrangement or
understanding with respect to such business between or among the stockholder and any of its
affiliates or associates, and a representation that the stockholder will notify the Company in
writing of any such agreement, arrangement or understanding in effect as of the record date; (vi) a
description of any stockholder agreement, arrangement or understanding (including any derivative or
short positions, profit interests, options, hedging transactions, and borrowed or loaned shares)
that has been entered into as of the date of the stockholders notice, and a representation that
the stockholder will notify the Company in writing of any such agreement, arrangement or
understanding in effect as of the record date for the meeting; and (vii) a representation that the
stockholder is a holder of record or beneficial owner of shares of the Company entitled to vote at
the annual meeting and shall remain such through the meeting date, and intends to appear in person
or by proxy at the meeting to propose such business.
Article II, Section 3 of the Bylaws was also amended to clarify that the advance notice
provisions are separate from, and in addition to, those proposals governed by Rule 14a 8 of the
Exchange Act of 1934, as amended (the Exchange Act). Finally, Article II Section 3 of the
Bylaws was amended to provide an additional requirement that any business submitted by a
stockholder shall not be considered at an annual meeting at which the stockholder or a qualified
representative of the stockholder does not appear to present such business.
Article II, Section 12 of the Bylaws was amended to provide that any action required or
permitted to be taken by the stockholders of the Company must be effected at a duly called annual
or special meeting of stockholders of the Company and may not be effected by any
consent in writing in lieu of a meeting of such stockholders. The previous bylaws allowed
stockholders to act by written consent.
Article III, Section 6 of the Bylaws was amended to provide that notice of any nomination for
election of a director at a stockholder meeting made by a stockholder must be delivered to the
Companys Secretary (i) in the case of an annual meeting, not earlier than the 120th day nor later
than 5:00 P.M., Central Time, on the 90th day prior to the first anniversary of the date of the
preceding years annual meeting; or (ii) in the case of a special meeting at which the Board of
Directors gives notice that directors are to be elected, not earlier than the 120th day
prior to the date of such special meeting and not later than the close of business on the later of
the 90th day prior to the date of such special meeting or, if the first public
announcement of the date such special meeting is less than 100 days prior to the date of such
special meeting, the tenth day following the day on which public announcement of the date of the
meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is
first made. The former bylaws provided that notice should be received by the Secretary of the
Company (x) in the case of an annual meeting of stockholders, no later than March 1 of any calendar
year, or if less than 35 days notice of an annual meeting of stockholders was given by the
Company, such notice should be delivered to the Secretary not later than the close of business on
the seventh day following the day on which the notice of the meeting was mailed; or, (y) in the
case of a special meeting of stockholders, received not later than the close of business on the
tenth day following the day on which notice of the date of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever came first.
Article III, Section 6 of the Bylaws was also amended to provide that the following
information with respect to at stockholder proposing a director nominee shall be provided by the
stockholder in the written notice: (i) the name and address of the stockholder, and of any holder
of record of the stockholders shares as they appear on the Companys books; (ii) the class and
number of shares of the Company which are owned by the stockholder and any holder of record, and a
representation that the stockholder will notify the Company in writing of the class and number of
such shares owned of record and beneficially as of the record date; (iii) a description of any
agreement, arrangement or understanding with respect to such nomination between or among the
stockholder and any of its affiliates or associates or the nominee, and a representation that the
stockholder will notify the Company in writing of any such agreement, arrangement or understanding
in effect as of the record date; (iv) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of the stockholders notice,
and a representation that the stockholder will notify the Company in writing of any such agreement,
arrangement or understanding in effect as of the record date; and (v) a representation that the
stockholder is a holder of record or beneficial owner of shares of the Company entitled to vote at
the meeting and shall remain such through the meeting date, and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice.
Article III, Section 6 of the Bylaws was also amended to clarify that the advance notice
provisions are separate from, and in addition to, those proposals governed by Rule 14a 8 of the
Exchange Act. Finally, Article III Section 6 of the Bylaws was amended to provide an
additional requirement that any nomination for director submitted by a stockholder shall not
be considered at a meeting at which the stockholder or a qualified representative of the
stockholder does not appear to present such nomination.
The Bylaws were amended to add a new Article X providing indemnification provisions. Prior to
the revision, the Company provided indemnification only pursuant to its Articles of Incorporation.
The indemnification provisions provide for indemnification rights for a person who was or is made
party to a proceeding by reason of the fact that the person is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or officer of another
company, and provides that an indemnitee may file suit against the Company in certain situations.
The indemnification provisions mirror those set forth in the Companys Articles of Incorporation,
except that the Bylaws have an added provision stating that any repeal or modification of the
indemnification provisions will not adversely affect any right or protection of any person with
respect to any act or omission occurring prior to or at the time of such repeal or modification.
In
addition to the amendments described above, the Bylaws were amended
to clarify language and to make various technical corrections and
non-substantive changes. The foregoing description is qualified entirely by reference to the Bylaws, which are attached
hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 |
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Amended and Restated Bylaws of Dean Foods Company, as adopted on
August 27, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: September 2, 2008 |
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DEAN FOODS COMPANY |
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By:
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/s/ Steven J. Kemps |
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Steven J. Kemps |
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Executive Vice President and
General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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Amended and Restated Bylaws of Dean Foods Company, as adopted on August 27, 2008.
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