Current Report Filing (8-k)
March 10 2015 - 5:15PM
Edgar (US Regulatory)
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):
March 10, 2015 (March 4, 2015)
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 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2711 North Haskell Ave., Suite 3400
Dallas, TX 75204
(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:
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Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Short-Term Incentive Compensation Plan
On March 4, 2015, the Compensation Committee (the Committee) of the Board of Directors of Dean Foods Company (the
Company) established objectives for 2015 short-term incentive payments payable in 2016 to the executive officers and other employees of the Company under the Companys 2015 Short-Term Incentive Compensation Plan.
Short-term incentive payments for executive officers for 2015 will be paid based on the achievement of Company financial performance
objectives for 75% of the target payment and each executive officers individual performance objectives for the remaining 25%. 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 that officers target payment, depending on actual performance in 2015 against the financial performance objectives established by the Committee and the
officers performance rating for 2015, respectively. The performance rating is determined by the achievement of the individual performance objectives established by the Committee. The maximum total payout for any executive officer under the
formulas above is 200% of the executive officers target incentive opportunity.
The key Company financial performance objective for
2015 is targeted consolidated adjusted operating income. The individual performance objectives include the achievement of strategic goals based on each executive officers area of responsibility. The portion of the 2015 Short-Term Incentive
Compensation Plan applicable to the Companys executive officers is attached to this Form 8-K as Exhibit 10.1, and this description is qualified entirely by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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Dean Foods Company 2015 Short-Term Incentive Compensation Plan |
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: March 10, 2015 |
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DEAN FOODS COMPANY |
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By: |
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/s/ Kristy N. Waterman |
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Kristy N. Waterman |
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Vice President, Chief Counsel Corporate |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Dean Foods Company 2015 Short-Term Incentive Compensation Plan |
Exhibit 10.1
DEAN FOODS CORPORATE
2015 SHORT-TERM INCENTIVE COMPENSATION PLAN
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Purpose: |
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To (i) align employee variable cash compensation with the annual objectives of the Company, (ii) motivate employees to create sustained shareholder value, and (iii) attract talent and retain key employees with competitive cash
compensation. |
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Participants: |
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Employees of Dean Foods who are in positions to influence and/or control results of the Corporation and/or their specific areas of responsibility are eligible to participate. |
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Payout Criteria: |
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The criteria for payment to Participants under this Plan and the weighting of such criteria is based on performance against financial targets, individual target incentive percentages, and performance against individual objectives as
set forth below. Depending on the Participants role in the organization, Individual Objectives may be based on corporate, functional, business unit, or individual objectives and will be noted as Individual Objectives in the
Components. |
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Participant Group |
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Components |
CEO |
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- 75% Financial Objectives |
EVP, CFO |
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EVP, CCO |
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75% = Dean Foods Operating Income |
EVP, General Counsel & Secretary |
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EVP, HR |
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- 25% Individual Objectives |
SVP, CIO |
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SVP, Operations & Procurement |
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SVP, Finance & Treasurer |
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SVP, CAO & IR |
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SVP, Logistics |
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SVP, Procurement |
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All Corporate Staff not covered by another STI plan |
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Payout Scales: |
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The financial payout factor is 0% - 200% based on actual performance against approved objectives. The individual objective factor is 0% - 200% of actual performance against approved objectives. Payments under the Dean Foods
Short-Term Incentive Compensation Plan are variable in nature and are not guaranteed. |
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Financial Objectives Performance Payout Factor: |
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Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the
Plan. The STI Plan Year is the same as the Dean Foods fiscal year. |
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DEAN FOODS CORPORATE
2015 SHORT-TERM INCENTIVE COMPENSATION PLAN
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Individual Objectives |
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Each Plan Participant has 25% of their STI target calculated against the attainment of certain specified individual objectives as determined by the Participants supervisor and / or Compensation Committee of the Board of
Directors. Actual earned awards are based on the individuals performance rating under the Performance Management Process and the determination of final percentage targets against which the 25% will apply. |
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Adjustment of Targets / Actuals: |
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Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant
acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committees discretion, result in an adjustment to the Dean Foods financial target or
plan-specific financial target. |
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Determination of Individual Target Incentive: |
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Individual target incentives for specific positions are included in the Dean Foods Compensation Program. The Company may make adjustments to an individuals target incentive based on market conditions or business requirements,
as necessary. |
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Definitions: |
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Disability is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (Code). |
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Retirement is defined as (i) age fifty-five (55), so long as the Participant has completed at least ten (10) years of continuous service immediately prior to retirement, or (ii) age sixty-five (65). |
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Eligibility: |
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Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or her designate. Participants must be employed by the Company on the last working day of the Plan Year in
order to be eligible to receive an incentive award, except as otherwise provided by State law. |
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A Participant is disqualified from receiving any incentive award (financial and / or individual) under the Plan if: (1) the Participant receives a Significantly Below Target (or equivalent) performance rating for the plan
year or (2) the Participant is terminated for Cause, as defined below, at any point during the Plan year or between the last working day of the Plan Year and the date the incentive award is paid, except as otherwise provided by State law. |
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DEAN FOODS CORPORATE
2015 SHORT-TERM INCENTIVE COMPENSATION PLAN
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For a Participant receiving a Below Target (or equivalent) performance rating for the plan year, the sum of the financial and individual award cannot exceed 100% of the Participants target incentive. |
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If a Participant dies, becomes disabled, or retires prior to the payment of awards or if a Participants job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance
plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. |
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Eligibility and individual target amounts may be prorated. A Participants year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working
day of the Plan Year. A Participants base salary at the time of death, disability, retirement, or job elimination will be used to calculate the prorated incentive award in those specific circumstances. All proration of incentive awards will be
calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of
the month and the 15th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. There will be no award made for employees hired after
December 15th of the Plan Year. |
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Cause Defined: |
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For purposes of this Plan, Cause means a Participants (i) willful failure to perform substantially a Participants duties; (ii) willful or serious misconduct that has caused, or could reasonably be
expected to result in, material injury to the business or reputation of the Company; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with
the Company, any material written policy of the Company or any Company code of conduct or code of ethics, or (v) failure to cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding. |
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Repayment Provision: |
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All Plan participants agree and acknowledge that this Plan is subject to the policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time, with respect to the repayment to the Company of
any plan benefit received, including clawback policies. |
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