DF Dean Foods Company New

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):

November 10, 2015 (November 10, 2015)

Dean Foods Company

(Exact name of registrant as specified in charter)

2711 North Haskell Ave., Suite 3400

Dallas, TX 75204

(Address of principal executive offices)(Zip Code)

Registrant’s 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:

Appointment of New Directors

On November 10, 2015, the Board of Directors (the “Board”) of Dean Foods Company (the “Company”) approved an increase in the size of the Board from eight to nine members. The Board has elected Helen E. McCluskey and B. Craig Owens as directors, effective November 10, 2015, to fill two vacancies on the Board each to serve until the 2016 Annual Meeting of Stockholders. Each of the new directors will serve on the Board’s Audit Committee; Ms. McCluskey will also serve on the Compensation Committee and Mr. Owens will join the Nominating/Corporate Governance Committee.

Ms. McCluskey, age 60, was President, Chief Executive Officer and a member of the Board of Directors of The Warnaco Group, Inc. from February 2012 until its acquisition in February 2013 by PVH Corporation. Ms. McCluskey served as the Chief Operating Officer of The Warnaco Group, Inc. from September 2010 to February 2012, and as Group President from July 2004 to September 2010. Previously, she held various positions of increasing responsibility with Firestone Tire & Rubber Company (1977-1983), Playtex Apparel, Inc. (1983-2001) (which was acquired by Sara Lee Corporation in 1991) and Liz Claiborne Inc. (2001-2004). During her 18-year tenure with Sara Lee Corporation’s intimate apparel units, she held executive positions in marketing, operations and general management, including President of Playtex Apparel from 1999 to 2001. Ms. McCluskey serves on the Board of Directors of Avon Products, Inc. and Signet Jewelers Limited. She is a former member of the Board of Directors of The Warnaco Group, Inc. and of PVH Corporation.

Mr. Owens, age 61, was the Chief Financial Officer, Chief Administrative Officer and Senior Vice President of Campbell Soup Company from 2008 until his retirement in April 2014. Previously, he served as the Chief Financial Officer and Executive Vice President of Delhaize Group, an international food retailer headquartered in Belgium (2001-2008). Mr. Owens worked for over 20 years at the Coca-Cola Company and key franchisees serving in various management roles, including as Finance Director (CFO) for Coca-Cola Beverages plc from 1998 to 2000. Mr. Owens currently serves on the Board of Directors of J.C. Penney Company, Inc., on the Board of Trustees of Washington & Lee University and the Board of Directors of Friends’ Central School (Philadelphia). From December 2011 through August 2015, he served as a director of Pall Corporation and chaired its Audit Committee from January 2013 through August 2015, when it was acquired by Danaher Corporation.

The Board has determined that each of Ms. McCluskey and Mr. Owens is an independent director, as defined by the rules of the New York Stock Exchange and the Company’s Corporate Governance Principles. There is no arrangement or understanding between either Ms. McCluskey or Mr. Owens and any other persons pursuant to which each was appointed as a director of the Company. In making its independence determinations, the Board considered Mr. Owens’ service as a director of United States Cold Storage, Inc., a private company (“USCS”). Dean Foods contracts with USCS for cold storage warehousing and handling services, all in the ordinary course of its business. In 2014, Dean Foods paid USCS approximately $541,000 for such services, which amount is not material either to Dean Foods or to USCS. The Board determined, considering all relevant facts and circumstances, that this relationship was not material and did not impact Mr. Owens’ status as an independent director. Other than as referenced above, there have been no related party transactions involving either Ms. McCluskey or Mr. Owens and the Company.

For their service as non-employee directors, Ms. McCluskey and Mr. Owens will be compensated in the manner described under “Director Compensation” in the Company’s Proxy Statement, dated April 1, 2015, including an award of restricted stock units pursuant to the terms of the Company’s 2007 Stock Incentive Plan, as amended, that represents a pro-rata amount of the current annual equity award to non-employee directors based on the effective date of election.

A copy of the press release announcing their election to the Board of Directors is filed with this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

EXHIBIT INDEX

Exhibit 99.1

DEAN FOODS ANNOUNCES HELEN MCCLUSKEY AND CRAIG OWENS

ELECTED TO THE BOARD OF DIRECTORS

DALLAS, November 10, 2015 – Dean Foods Company (NYSE: DF) today announced that it has appointed two new directors to the Company’s Board of Directors – Helen E. McCluskey, former President, Chief Executive Officer and a member of the Board of The Warnaco Group, Inc.; and B. Craig Owens, former Chief Financial Officer of Campbell Soup Company.

“Helen brings a broad background in strategy, branding, business planning and operations to our Board,” said Gregg Tanner, Chief Executive Officer. “Her significant expertise in corporate leadership and global business matters is an excellent fit for Dean Foods.”

Tanner continued, “Craig, who brings more than 15 years of experience as public company CFO, as well as significant expertise in the food, beverage and grocery retail industries, will be a valuable addition to our Board as we continue to grow as a leading food and beverage company.”

Ms. McCluskey was President and Chief Executive Officer of global apparel company Warnaco Group, Inc., when it was acquired in February 2013 by PVH Corporation. She joined the company in 2004 as a group president and later served as its Chief Operating Officer until stepping into the CEO role. She has also held various positions with Firestone Tire & Rubber Company; Playtex Apparel, Inc., which was acquired by Sara Lee Corporation in 1991; and Liz Claiborne Inc. During her 18-year tenure with Sara Lee Corporation’s intimate apparel units, she held executive positions in marketing, operations and general management, including President of Playtex Apparel. Ms. McCluskey serves on the Board of Directors of Avon Products, Inc. and of Signet Jewelers Limited. She is a former member of the Board of Directors of The Warnaco Group, Inc. and of PVH Corporation.

Mr. Owens was the Chief Financial Officer, Chief Administrative Officer and Senior Vice President of Campbell Soup Company from 2008 until his retirement in April 2014. Previously, he served as the Chief Financial Officer and Executive Vice President of Delhaize Group, an international food retailer headquartered in Belgium; and was employed by The Coca-Cola Company and its key franchisees, serving in various management roles, including as Finance Director (CFO) for Coca-Cola Beverages plc. Mr. Owens currently serves on the Board of Directors of J.C. Penney Company, Inc., as a director of United States Cold Storage, Inc., on the Board of Trustees of Washington & Lee University, and on the Board of Directors of Friends’ Central School (Philadelphia). He previously served as a director of Pall Corporation and chaired its Audit Committee.

Commenting on their appointment, Board Non-Executive Chair Jim Turner said, “We are very pleased to add the talent and experience of these two respected executives to our Board. We are looking forward to their contributions as we continue to drive long-term shareholder value.”

About Dean Foods

Dean Foods^® is a leading food and beverage company and the largest processor and direct-to-store distributor of fluid milk and other dairy and dairy case products in the United States. Headquartered in Dallas, Texas, the Dean Foods portfolio includes DairyPure^®, the country’s first and largest fresh, white milk national

brand, and TruMoo^®, the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena^®, Berkeley Farms^®, Country Fresh^®, Dean’s^®, Garelick Farms^®, LAND O LAKES^®* milk and cultured products*, Lehigh Valley Dairy Farms^®, Mayfield^®, McArthur^®, Meadow Gold^®, Oak Farms^®, PET^®**, T.G. Lee^®, Tuscan^® and more. In all, Dean Foods has more than 50 local and regional dairy brands and private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Over 17,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods and its brands, visit www.deanfoods.com.

CONTACT: Corporate Communications, Jamaison Schuler, +1-214-721-7766; or Investor Relations, Scott Vopni, +1-214-303-3438

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