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):
May 10, 2019 (May 8, 2019)
Dean Foods Company
(Exact name of registrant as specified in charter)
Delaware |
| 1-12755 |
| 75-2559681 |
(State or other jurisdiction of |
| (Commission |
| (IRS Employer |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $.01 par value |
| DF |
| New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 8, 2019, Dean Foods Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on the items outlined in the 2019 Proxy Statement (the “Proxy Statement”), filed with the Securities and Exchange Commission on March 26, 2019, as follows:
1. The Company’s stockholders elected seven director nominees named in the Proxy Statement with the following votes:
Nominee |
| Votes For |
| Votes Against |
| Abstentions |
| Broker |
|
|
|
|
|
|
|
|
|
|
|
Janet Hill |
| 39,535,689 |
| 26,620,091 |
| 85,096 |
| 15,116,127 |
|
J. Wayne Mailloux |
| 39,965,514 |
| 26,191,966 |
| 83,393 |
| 15,116,130 |
|
Helen E. McCluskey |
| 39,991,101 |
| 26,173,667 |
| 76,107 |
| 15,116,128 |
|
John R. Muse |
| 62,673,956 |
| 3,495,401 |
| 71,516 |
| 15,116,130 |
|
B. Craig Owens |
| 38,794,766 |
| 27,369,129 |
| 76,977 |
| 15,116,131 |
|
Ralph P. Scozzafava |
| 62,298,803 |
| 3,851,149 |
| 90,924 |
| 15,116,127 |
|
Jim L. Turner |
| 60,999,356 |
| 5,156,433 |
| 85,084 |
| 15,116,130 |
|
2. �� The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019 with the following votes:
Votes For |
| Votes Against |
| Abstentions |
| Broker |
|
48,911,482 |
| 32,122,421 |
| 323,100 |
| N/A |
|
3. The Company’s stockholders approved the advisory resolution on the compensation of the Company’s named executive officers with the following votes:
Votes For |
| Votes Against |
| Abstentions |
| Broker |
|
60,956,151 |
| 4,979,070 |
| 305,653 |
| 15,116,129 |
|
4. The Company’s stockholders approved the stockholder proposal to eliminate the supermajority voting provisions in the Company’s charter and bylaws with the following votes:
Votes For |
| Votes Against |
| Abstentions |
| Broker |
|
52,116,082 |
| 13,897,960 |
| 226,828 |
| 15,116,133 |
|
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.
Date: May 10, 2019 | DEAN FOODS COMPANY | |
|
|
|
| By: | /s/ Russell F. Coleman |
|
| Russell F. Coleman |