Dean Foods Company (NYSE:DF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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Dean Foods Company (NYSE:DF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)Compensatory Arrangements of Certain Officers

On March1, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Dean Foods Company, a Delaware corporation (the “Company”), established objectives for 2018 short-term incentive payments payable in 2019 to the executive officers and other employees of the Company under the Company’s 2018 Short-Term Incentive Compensation Plan.

Short-term incentive payments for executive officers for 2018 will be paid based on the achievement of Company financial performance objectives for 75% of the target payment and each executive officer’s individual performance objectives for the remaining 25%; provided that no short-term incentive compensation will be paid unless the Company achieves a minimum adjusted operating income threshold of at least 80.1% of the consolidated adjusted operating income target established by the Committee. The payout factor for both the financial performance component and the individual performance component of short-term incentive compensation for each executive officer ranges from zero to 200% of each executive officer’s target payment, depending on actual performance in 2018 against the consolidated adjusted operating income target established by the Committee and the officer’s performance rating for 2018. The performance rating is determined by the achievement of the individual performance objectives approved by the Committee.

The portion of the 2018 Short-Term Incentive Compensation Plan applicable to the Company’s executive officers is attached to this Form8-K as Exhibit10.1, and this description is qualified entirely by reference thereto.

In addition, on March1, 2018, the Committee approved changes to the form of Restricted Stock Unit Award Agreement, form of Director’s Restricted Stock Unit Award, form of Performance Share Unit Award Agreement and form of Phantom Shares Award Agreement under the Company’s 2016 Stock Incentive Plan. The new forms of agreement, which will be used for grants commencing in 2018, were revised to include a forum selection clause and, where applicable, to clarify non-competition provisions, but are otherwise consistent with the prior versions of the respective forms. The foregoing description is qualified in its entirety by the forms of Restricted Stock Unit Award Agreement, Director’s Restricted Stock Unit Award Agreement, Performance Share Unit Award Agreement and Phantom Shares Award Agreement, filed as Exhibits 10.2 through 10.5 to this Current Report on Form8-K.


DEAN FOODS CO Exhibit
EX-10.1 2 a18-7177_1ex10d1.htm EX-10.1 Exhibit 10.1   DEAN FOODS COMPANY CORPORATE 2018 SHORT-TERM INCENTIVE COMPENSATION PLAN   Purpose:   To (i) align employee variable cash compensation with the annual objectives of the Company,…
To view the full exhibit click here

About Dean Foods Company (NYSE:DF)

Dean Foods Company is a food and beverage company. The Company processes and distributes fluid milk and other dairy case products in the United States. The Company operates through manufacturing, marketing, selling and distributing a wide variety of branded and private label dairy case product segment. It manufactures, markets and distributes a variety of branded and private label dairy case products, including fluid milk, ice cream, cultured dairy products, creamers, juice, tea, ice cream mix and other dairy products to retailers, distributors, foodservice outlets, educational institutions and governmental entities across the United States. The Company delivers its products to customer locations in refrigerated trucks or trailers that it owns or leases. Its products are sold on a local or regional basis through its local and regional sales forces. It operates approximately 70 manufacturing facilities in over 30 states located based on customer needs and other market factors.