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
(b)Departure of Directors
On March6, 2019, Mr.Robert Tennant Wiseman, a director of Dean Foods Company (the “Company”), informed the Board of Directors of his decision not to stand for re-election at the Company’s 2019 Annual Meeting of Stockholders. Mr.Wiseman will retire from the Board, effective upon the expiration of his term at the Company’s 2019 Annual Meeting of Stockholders. Mr.Wiseman currently serves on the Company’s Nominating/Corporate Governance Committee. The Board has determined not to fill the vacancy created by Mr.Wiseman’s retirement, and will, in accordance with the Company’s bylaws, reduce the number of directors to seven members effective immediately following the 2019 Annual Meeting.
(e)Compensatory Arrangements of Certain Officers
On March6, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of the Company established objectives for 2019 short-term incentive (“STI”) payments payable in 2020 to the executive officers and other employees of the Company under the Company’s 2019 Short-Term Incentive Compensation Plan.
STI payments for executive officers for 2019 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%. The payout factor for both the financial performance component and the individual performance component of STI compensation for each executive officer ranges from zero to 50% of each executive officer’s target payment, depending on actual performance in 2019 against the consolidated adjusted operating cash flow target established by the Committee and the officer’s performance rating for 2019. The 25% of STI compensation based on individual performance will be paid at target for any executive officer who receives a performance rating of “solid performer” or better and who is employed by the Company on the date that the STI payment is made. The performance rating is determined by the achievement of the individual performance objectives approved by the Committee.
The portion of the 2019 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.
Item 5.02 Financial Statements and Exhibits
(d)Exhibits
DEAN FOODS CO Exhibit
EX-10.1 2 a19-6213_1ex10d1.htm EX-10.1 Exhibit 10.1 DEAN FOODS COMPANY CORPORATE 2019 SHORT-TERM INCENTIVE COMPENSATION PLAN Purpose: To (i) align employee variable cash compensation with the annual objectives of the Company,…
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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.