DFODQ 10-K Annual Report Dec. 31, 2018 | Alphaminr

DFODQ 10-K Fiscal year ended Dec. 31, 2018

DEAN FOODS CO
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PROXIES
DEF 14A
Filed on March 26, 2019
DEF 14A
Filed on March 26, 2018
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Filed on March 27, 2017
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Filed on March 30, 2016
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Filed on April 1, 2015
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Filed on April 11, 2014
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Filed on April 12, 2013
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Filed on April 13, 2012
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Filed on April 15, 2011
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Filed on April 16, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation Quarterly Report on Form10-Q for the quarter ended September 30, 2013 November12,2013 3.2 Certificate of Amendment of Restated Certificate of Incorporation Quarterly Report on Form10-Q for the quarter ended June30, 2012 August 7, 2012 3.3 Certificate of Amendment of Restated Certificate of Incorporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 November 12, 2013 3.4 Certificate of Amendment of Restated Certificate of Incorporation Current Report on Form 8-K May 20, 2014 3.5 Amended and Restated Bylaws Current Report on Form 8-K February 27, 2019 4.1 Specimen of Common Stock Certificate Current Report on Form 8-K August 15, 2013 4.2 Indenture, dated as of February 25, 2015, between Dean Foods Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee Current Report on Form8-K March3, 2015 4.3 Satisfaction and Discharge of Indenture Current Report on Form8-K March3, 2015 *10.1 Amended and Restated Executive Deferred Compensation Plan Annual Report on Form10-K for the year ended December31, 2006 March1, 2007 *10.2 Post-2004 Executive Deferred Compensation Plan Annual Report on Form 10-K for the year ended December31, 2006 March1, 2007 *10.3 Revised and Restated Supplemental Executive Retirement Plan Annual Report on Form10-K for the year ended December31, 2006 March1, 2007 *10.4 Amendment No.1 to the Dean Foods Company Supplemental Executive Retirement Plan Annual Report on Form10-K for the year ended December31, 2006 March 1, 2007 *10.5 Amendment No.2 to the Dean Foods Company Supplemental Executive Retirement Plan Annual Report on Form10-K for the year ended December31, 2006 March1,2007 *10.6 Amendment No. 3 to the Dean Foods Company Supplemental Executive Retirement Plan Annual Report on Form 10-K for the year ended December 31, 2016 February 22, 2017 *10.7 Dean Foods Company Amended and Restated Executive Severance Pay Plan. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 November8,2017 *10.8 Form of Change in Control Agreement for the Companys Chief Executive Officer and Executive Vice Presidents Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 November 12, 2013 *10.10 Dean Foods Company 2007 Stock Incentive Plan, as amended Current Report on Form8-K May 20, 2013 *10.11 Amendment to the Dean Foods Company 2007 Stock Incentive Plan Current Report on Form8-K November 18, 2014 *10.12 Form of Non-Qualified Stock Option Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.13 Form of Directors Non-Qualified Stock Option Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.14 Form of Directors Restricted Stock Unit Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2010 March 1, 2011 *10.15 Form of 2013 Restricted Stock Unit Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.16 Form of 2013 Cash Performance Unit Agreement for Awards under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.17 Form of 2013 Phantom Shares Award Agreement under the Dean Foods Company 2007 Stock Incentive Plan Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.18 Form of 2013 Dean Cash Award Agreement Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.19 Form of Directors Master Restricted Stock Agreement Quarterly Report on Form 10-Q for the quarter ended June30, 2008 August 8, 2008 *10.20 Letter Agreement between the Company and Brad Cashaw dated February 10, 2016 Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 August 8, 2016 *10.21 Letter Agreement, dated July 3, 2016, between Dean Foods Company and Russell F. Coleman Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 November 7, 2016 *10.22 Letter Agreement, dated August 31, 2016, between Dean Foods Company and Ralph P. Scozzafava Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 November 7, 2016 *10.23 Form of Indemnification Agreement Annual Report on Form 10-K for the year ended December 31, 2012 February 27, 2013 *10.24 Letter Agreement, dated June 9, 2017, between Dean Foods Company and David Bernard Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 November 8, 2017 *10.27 Letter Agreement, dated January 8, 2018, between Dean Foods Company and Jose A. Motta Annual Report on Form 10-K for the year ended December 31, 2017 February 26, 2018 *10.28 Letter Agreement, dated December 14, 2018, between Dean Foods Company and Chris Finck Filed herewith *10.29 Letter Agreement, dated February 22, 2019, between Dean Foods Company and Chris Finck Filed herewith 10.30 Eighth Amended and Restated Receivables Purchase Agreement, dated as of February 22, 2019, by and among Dairy Group Receivables L.P. and Dairy Group Receivables II, L.P., as Sellers; the Servicers, Companies and Financial Institutions listed therein; and Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. Rabobank International, New York Branch, as Agent Current Report on Form 8-K February 22, 2019 10.31 Credit Agreement, dated as of February 22, 2019, by and among the Company, Coperatieve Rabobank U.A., New York Branch, as administrative agent, and the lenders party thereto Current Report on Form 8-K February 22, 2019 10.32 Separation and Distribution Agreement, dated October 25, 2012, by and among Dean Foods Company, The WhiteWave Foods Company and WWF Operating Company Annual Report on Form 10-K for the year ended December 31, 2012 February27,2013 10.33 Amended and Restated Tax Matters Agreement dated May 1, 2013 between Dean Foods Company and The WhiteWave Foods Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 May 9, 2013 *10.34 Form of Restricted Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.35 Form of Directors Restricted Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.36 Form of Performance Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 *10.37 Form of Phantom Shares Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan Current Report on Form 8-K May 13, 2016 21 List of Subsidiaries Filed herewith 23 Consent of Deloitte & Touche LLP Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith