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UNITED STATES

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DEAN FOODS COMPANY

(Name of registrant as specified in its charter)


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Dean Foods Company
Say-on-Pay Vote
May 2011

Say-on-Pay Vote: 2011
•In 2011, Dean Foods Company, along with many other public companies, is
soliciting your vote on executive compensation for the first time.
•Glass Lewis recommended a vote “FOR”
our executive compensation, noting that
with respect to pay for performance, the Company “adequately aligned executive
pay and corporate performance”
in 2010, and that no pay for performance issues
had been identified which should be of “substantial concern to stockholders.”
•ISS recommended a vote “AGAINST”
our executive compensation, despite rating
our pay for performance as a “low”
concern.
•ISS noted that its recommendation is primarily due to the fact that we entered into
a change in control agreement with an executive officer in 2010 that provided for
an excise tax gross-up in certain situations.  Notably, our stockholders voted to
allow us to continue our use of these gross-ups in 2010.
•We strongly disagree with ISS’
analysis, which utilizes a “one-size-fits all”
approach and does not give appropriate weight to the important criteria of pay for
performance.
1

Excise Tax Gross-Ups: 2010 Stockholder Vote
•Stockholders had the opportunity to voice their opinion on excise tax gross-ups
through their vote on a stockholder proposal prohibiting future gross-ups in our
2010 proxy statement, and agreed with the recommendation of our Board of
Directors that tax gross-ups were appropriate in the limited circumstances in
which we use them.
•Our stockholders have the opportunity to vote on this proposal again in 2011.
•Our change in control agreements have not been materially modified or amended
since the 2010 vote.  All of our executive officers receive the same form of
agreement, as described in our proxy statement.
•We believe that to deny the same benefit to new executive officers as given to
existing executive officers would impede our ability to attract and retain qualified
executives.
2

2010 Compensation Reflects Pay for
Performance Philosophy
In 2010, our executive compensation clearly reflected the decline in our operating
results, in line with our pay for performance philosophy.  Specific examples
include:
Executive officers participating in the Corporate and Fresh Dairy Direct
Short-Term Incentive Plans, including our CEO, received no payment with
respect to 60% of their target short-term incentive plan payout.
For executive officers participating in the Corporate and Fresh Dairy Direct
plans, the 40% of STI payable upon the achievement of individual
objectives
was reduced by an additional 25% and by an additional 37.5% for the CEO.
Our CEO voluntarily agreed to reduce his base salary from $1,100,000 to
$1,000,000, comprising a reduction of approximately 9%.
Salaries were frozen for all executive officers; no merit increases were
given.
3

Seeking Your Support on Say-on-Pay
We
strongly
believe
that
ISS’
recommendation
fails
to
give
appropriate
weight
to
our
pay
for
performance
alignment
in
2010,
specifically
in
light
of
the
fact
that
we
received
a
favorable
stockholder
vote
with
respect
to
our
use
of
excise
tax
gross-ups
in
2010.
For
these
reasons,
our
Board
of
Directors
recommends
a
vote
“FOR”
Proposal
Three,
approving
our
executive
compensation
as
disclosed
in
the
2011
proxy
statement.
4