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Dean Foods Company
Annual Meeting Voting Considerations
May 2012


Compensation-Related Matters
•Dean Foods Company is soliciting your advisory vote on executive
compensation
•ISS recommends voting “FOR”
our executive compensation program
–our pay for performance is rated as a “low”
concern
–ISS notes that we responded to stockholder concerns by eliminating excise
tax gross-ups in future change-in-control agreements
•Glass Lewis recommends voting “AGAINST”
(i) our executive compensation
program
because,
among
other
reasons,
they
allege
we
have
failed
to
align
pay
for performance and (ii) election of J. Wayne Mailloux to the Board because he
serves on our Compensation Committee
–We strongly disagree with Glass Lewis’
analysis, which seems to utilize a
substantially different peer group that may not include CPG companies in its
pay for performance analysis and continues to penalize our compensation
structure for having excise tax gross-ups despite our adoption of the policy
prospectively eliminating gross-ups in change-in-control agreements
1


Compensation-Related Matters
•Our Board recommends you vote “FOR”
our executive compensation program
–Our compensation policies and practices link pay to performance and strongly align the
interests of our executive officers with our stockholders
–We eliminated excise tax gross-ups for future change-in-control agreements in
response to stockholder concerns and corporate governance best practices
–We recently adopted stock ownership guidelines
–Our CEO reduced his base salary with approval of the Compensation Committee in
view of 2010 performance
–We
finished
2011
with
a
return
to
growth
in
the
third
and
fourth
quarters
of
2011
and
met or exceeded our guidance to investors in each quarter of 2011
•Our Board recommends you vote “FOR”
the election of Mr. Mailloux to the Board
–Mr.
Mailloux
should
not
be
punished
merely
for
being
part
of
our
Compensation
Committee.  If stockholders disapprove of the company’s executive compensation they
have
the
ability
to
express
such
disapproval
in
the
“Say-on-Pay”
vote 
–Mr. Mailloux’s experience in the beverage industry, combined with his global business
experience, make him well qualified to advise our company
2


Separation of Chairman and CEO Role
•A
stockholder
proposal
seeks
to
urge
the
Board
to
adopt
a
policy
that
the
Board’s
Chairman be an independent director
•ISS and Glass Lewis each recommends voting “FOR”
this proposal
•We strongly disagree with ISS’
and Glass Lewis’
recommendations, and the
Board recommends voting “AGAINST”
this proposal
–Nine out of ten members of our Board are independent
–Our Board has an independent lead director whose duties are closely aligned with the
role
of
an
independent
chairman,
including
(i)
calling
all
Board
meetings,
(ii)
approving
the schedule and agenda for all Board meetings, (iii) presiding at executive sessions of
the Board and (iv) acting as a liaison between the independent directors and our CEO
–The
independent
members
of
the
Board
meet
regularly
in
executive
session
–The
majority
of
S&P
500
companies
have
combined
the
Chairman
and
CEO
roles
–Combining the Chairman and CEO roles facilitates information flow between
management and the Board
3


Accelerated Vesting of Equity Awards
•A
stockholder
proposal
seeks
to
urge
the
Board
to
adopt
a
policy
prohibiting
the
acceleration of equity awards upon a change in control of the company
•ISS and Glass Lewis recommends voting “FOR”
this proposal claiming that a
change
in
control
would
provide
an
“economic
windfall”
to
plan
participants
and
CEO
•We strongly disagree with ISS’
and Glass Lewis’
recommendations and the
Board recommends voting “AGAINST”
this proposal
–Flexible compensation policies are imperative to recruit and retain executive talent
–Accelerated vesting of equity awards upon a change in control (i) aligns executive and
stockholder interests, (ii) enables the company to retain its management team while a
change in control transaction is pending, and (iii) avoids potential conflicts of interest and
distractions that may arise when the company is going through a change in control
–A
majority
of
our
peers
do
not
have
such
a
policy
so
adoption
of
the
proposed
policy
would disadvantage us in recruiting and retaining executive talent 
–Such a policy would penalize management if we were taken private
4


Equity Retention Guidelines
•A stockholder
proposal
seeks
to
urge
the
Board
to
adopt
a
policy
requiring
senior
executives retain until retirement at least 75% of shares received through
compensation programs.
•Glass Lewis recommends voting “AGAINST”
this proposal because the proposed
policy “may hinder the ability of the compensation committee to attract and retain
executive talent”
and it does not believe that the proposal “serves the best
interests of shareholders at this time.”
We agree with this assessment of the
proposal.
•ISS recommends voting “FOR”
this proposal “[b]ased on the spirit of the
proposal”
–We strongly disagree with ISS’
recommendation because it fails to (i) provide
a detailed analysis of the proposal, (ii) properly account for the stock
ownership guidelines already adopted by the Board, (iii) consider that such a
policy is unusual for our peer group, and (iv) recognize the significant
disadvantage that such a proposal would have on our ability to attract and
retain executive talent
5


Equity Retention Guidelines
•Our Board recommends voting “AGAINST”
this proposal
–We have adopted equity ownership guidelines of 5x annual salary for our
CEO and 2x annual salary for our other Executive Officers
–Our CEO owns stock worth over 30 times his base salary
–The proposed policy would place restrictions on executives until
retirement
even if such executive is no longer employed by us
–Retention guidelines as proposed are uncommon in our peer group and
would significantly inhibit our ability to attract and retain executive talent
–Our current compensation methodology already provides for meaningful
stock ownership by our executives and aligns stockholder and executive
interests
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