8-K

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):

October 25, 2019 (October 23, 2019)

 

Dean Foods Company

(Exact name of registrant as specified in its charter)

Delaware	1-12755	75-2559681
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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. ¨

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

Dean Foods Company (the “Company”) has appointed Gary W. Rahlfs to serve as its Senior Vice President, Chief Financial Officer, effective October 23, 2019.

Mr. Rahlfs, 52, has served as the Company’s Interim Chief Financial Officer since September 24, 2019, and as its Senior Vice President, Finance & Strategy since May 2019. From March 2018 to May 2019, Mr. Rahlfs served as the Chief Financial Officer/Vice Chancellor for Finance at the University of North Texas. From 1994 until February 2017, Mr. Rahlfs was employed at PepsiCo, Inc., where he held several positions, including Vice President Finance, Global Groups for PepsiCo, Chief Financial Officer – PepsiCo Foods Canada, and Vice President Sales Finance – Frito-Lay US-South Division.

Agreements with Mr. Rahlfs

In connection with his promotion, the Company entered into a letter agreement with Mr. Rahlfs, dated October 23, 2019 (the “Offer Letter”), a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Offer Letter, the Company has agreed to pay Mr. Rahlfs an annual base salary of $500,000. In addition, he will be eligible to participate in the Company’s Short-Term Incentive Plan with a cash incentive payment target for 2019 equal to 65% of his annualized base salary, subject to the achievement of certain financial targets and individual performance objectives. For 2019, Mr. Rahlf’s target bonus under the Company’s STI Plan will not be prorated and he is guaranteed a minimum payout of $175,000. In addition, he will be eligible to receive grants under the Company’s Long-Term Incentive Program in such amounts as determined by the independent members of the Company’s Board of Directors, or the Compensation Committee. He will also continue to be eligible to participate in the Company’s benefits plans. Mr. Rahlfs has previously entered into a Change in Control Agreement with the Company (in substantially the form Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 17, 2019) pursuant to which he will be entitled to certain benefits in the event of a change in control of the Company. The foregoing description of the Offer Letter is a summary and is qualified in its entirety by reference to the copy of the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Offer Letter dated October 23, 2019 between Dean Foods Company and Gary Rahlfs.
104	Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

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:      October 25, 2019	DEAN FOODS COMPANY
	By:
		/s/ Kristy N. Waterman
		Kristy N. Waterman
		Senior Vice President, General Counsel

EX-10.1

Exhibit 10.1

October 23, 2019

Gary Rahlfs

Dear Gary:

I am pleased to offer you the position of Senior Vice President, Chief Financial Officer (Grade 99) for Dean Foods Company, effective October 23, 2019. This position will report to Eric Beringause, President and Chief Executive Officer, and will be based out of our Corporate Headquarters in Dallas, Texas.

Here are the updated specifics of your assignment:

Base Salary

You will be paid $20,833.34 on a semi-monthly basis, less applicable payroll taxes and withholdings. Your salary will be reviewed annually (next in March 2020).

Annual Incentive Opportunity

You will continue to be eligible to earn an annual incentive. Your new target as a participant in the Dean Foods STI Plan is equal to 65% of base salary from November 1, 2019 going forward and will be driven by certain financial targets as well as your performance against certain individual objectives. The STI payment will be calculated using your annualized base salary as of 12/31 of the incentive plan year. Further, the STI terms of your May 8, 2019 new hire offer letter remain in effect; specifically, your 2019 STI plan year payment will not be prorated and will be guaranteed at a minimum of $175,000.

Annual Long Term Incentive Compensation

You will continue to be eligible for consideration for future Long Term Incentive (LTI) grants under the Dean Foods Long Term Incentive Program. The exact amount and nature of any future long term incentive awards will be determined by the Compensation Committee of the Dean Foods Board of Directors.

Paid Time Off (PTO)

You will continue to be eligible for the same number of PTO days that you currently receive. Unused PTO is not carried forward from year to year unless required by state law.

Benefits Plan

You will continue to be eligible to participate in the Dean Foods SmartChoice Benefits program and the Dean Foods SmartChoice Savings Plan.

Supplemental Executive Retirement Plan

You will continue to be covered by the Dean Foods Supplemental Executive Retirement Plan (SERP) under the plan rules..

Executive Physical

You will continue to be eligible for a Company-paid Executive Physical every calendar year with the Cooper Institute in Dallas, Texas. To schedule your physical, call 972.560.3227 and reference Dean Foods.

Insider Trading

As a Senior Vice President, you will have access to sensitive business and financial information. Accordingly, from time to time and in accordance with the company's Insider Trading Policy, you will be prohibited from trading Dean Foods’ securities (or, in some circumstances, the securities of companies doing business with Dean Foods).

Change-In-Control Provisions

You will continue to be covered under your existing Change in Control agreement.

Conclusion

Gary, I am excited about your achievements thus far and look forward to your future contributions to Dean Foods. I am confident that with your experience, skills, vision and standards, you will continue to make significant contributions to our company in the years to come.

Best regards,

/s/ Harvey Mitchell

Harvey Mitchell

Vice President, Human Resources (Interim CHRO)

Dean Foods

Agreed and accepted:
/s/ Gary Rahlfs
Gary Rahlfs
10/24/19
Date
cc.	David Bruns
	Kristy Waterman

2

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Cover	Oct. 23, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 2019
Entity File Number	1-12755
Entity Registrant Name	Dean Foods Company
Entity Central Index Key	0000931336
Entity Tax Identification Number	75-2559681
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2711 North Haskell Ave.
Entity Address, Address Line Two	Suite 3400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75204
City Area Code	214
Local Phone Number	303-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	DF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false