UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Dean Foods Company
(Name of Registrant as Specified In Its Charter)
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Annual Meeting Voting Considerations |
Accelerated Vesting of Equity Awards A stockholder proposal urges the Board to adopt a policy prohibiting the full acceleration of equity awards held by named executive officers upon a change in control ISS and Glass Lewis each recommend voting “FOR” this proposal We strongly disagree with ISS’ and Glass Lewis’ recommendations and the Board recommends voting “AGAINST” this proposal Accelerated vesting allows management to remain objective and focused on protecting stockholder value in a change in control transaction, removes some of the uncertainty for executives, including potential job loss, from such a transaction, and helps management avoid potential conflicts of interest and distractions In our Proxy Statement, we estimated that the total payout to our named executive officers related to accelerated vesting of equity awards following a change in control transaction would have been approximately $9 million. 1 This amount represents less than 1% of our current market capitalization. This cost is modest in the context of a change in control transaction and is unlikely to have a material impact on a proposed change in control transaction or the premium paid to the Company’s stockholders. A majority of the companies in our peer group, and most public companies generally, do not restrict acceleration of vesting of equity awards in connection with a change in control transaction so adopting such a policy would also put us at a significant disadvantage in recruiting and retaining key executives 1 as of December 31, 2013 2 |
Reporting of Political Contributions 3 A stockholder proposal urges the Board to adopt a policy requiring the Company to provide an annual report on its political activities ISS and Glass Lewis each recommend voting “FOR” this proposal We strongly disagree with ISS’ and Glass Lewis’ recommendations and the Board recommends voting “AGAINST” this proposal We believe the proposal is duplicative and unnecessary, as a comprehensive system of reporting and accountability for political contributions already exists and provides an appropriate level of transparency regarding the Company’s political activity Our political contributions are disclosed publicly on websites such as: http://lobbyingdisclosure.house.gov (lobbying) http://fec.gov (PAC contributions) The expanded reporting required by the proposal, if adopted, would result in additional time and expense with little, if any, corresponding benefit for stockholders The Board believes that the expanded disclosure requested in this proposal could also place us at a competitive disadvantage by providing our competitors, who also participate in the political process, with additional information that could be used to their business advantage The Company has complied with laws related to political contributions and the Company does not make political contributions to individual candidates out of corporate funds |