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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS
OF DEAN FOODS COMPANY

Date: March 26, 2019	​	By order of the Board of Directors,
	​
	​	Russell F. Coleman Executive Vice President, General Counsel, Corporate Secretary and Government Affairs

Your vote is very important to us. Whether or not you plan to attend the meeting in person, we encourage you to vote promptly so that
your shares will be represented at the Annual Meeting.

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YOU ARE INVITED

March 26, 2019

Dear Fellow Stockholders,

We hope that you will attend our 2019 Annual Meeting of Stockholders on May 8, 2019. At the Annual Meeting, we will vote on the proposals described in this Proxy Statement and will allow a brief period for questions and comments. For your convenience, we will present a live webcast of the meeting, which you can access through our website at www.deanfoods.com under Investor Relations.

If you have questions regarding any of the matters contained in this Proxy Statement, please contact our Investor Relations Department at 214.303.3438. We thank you for your continued support of Dean Foods, and we look forward to seeing you at the 2019 Annual Meeting.

	​	Sincerely,
	​
	​	Ralph P. Scozzafava Chief Executive Officer and Director
	​
	​	Jim L. Turner Non-Executive Chairman of the Board

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Below is a summary that highlights information contained elsewhere in this Proxy Statement. Please refer to the complete Proxy Statement before you cast your vote.

Please refer to the Definitions on pages 76 and 77 for the meaning of certain terms used in this summary and the rest of this Proxy Statement.

Proposal 1: Election of Directors (page 13)

The seven director nominees presented in this proposal are recommended for election to the Board of Directors at the 2019 Annual Meeting. Additional information about each director and his or her qualifications may be found beginning on page 13 of this Proxy Statement.

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Committee Membership

Director Nominee Principal Role

Director Since

Age

Independent**

Audit

Compensation

Nominating/ Corporate Governance

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Janet Hill Principal, Hill Family Advisors

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2001

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71

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· $

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J. Wayne Mailloux Former PepsiCo Executive

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2009

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70

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· $

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·

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Helen E. McCluskey Former CEO, The Warnaco Group, Inc.

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2015

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63

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· $

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John R. Muse Former Chairman, Kainos Capital, LLC

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1997

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68

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·

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B. Craig Owens Former CFO, Campbell Soup Company

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2015

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64

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$

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Ralph P. Scozzafava CEO, Dean Foods Company

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2017

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60

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Jim L. Turner (Non-Executive Chairman) Principal, JLT Beverages L.P.

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1997

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73

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		​	–	​	Committee chair
$		​	–	​	"Audit committee financial expert" under SEC rules and "financially literate" under NYSE Rules
**		​	–	​	Independent under NYSE Rules, our Corporate Governance Principles, and, if a member of our Audit Committee, under Exchange Act Rule 10A-3, and, if a member of the Compensation Committee, under Exchange Act Rule 10C-1

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Governance Practices.   Our corporate governance procedures are structured to adhere to prevailing best practices and include the following features:

​	​	​	​	​	​	​	​	​
	​	Governance Features						​
​	​​	​	​​	​	​​	​	​​	​
	​	Size of Board*	​		​	8	​
​	​	​	​	​	​	​	​	​
	​	Number of Independent Directors	​		​	7 of 8	​
​	​	​	​	​	​	​	​	​
	​	Committee Independence – Independent Directors on Audit, Compensation and Nominating/Corporate Governance Committees	​		​	100%	​
​	​	​	​	​	​	​	​	​
	​	Separate Chairman and CEO Roles	​		​		​
​	​	​	​	​	​	​	​	​
	​	Independent Chairman or Lead Director	​		​		​
​	​	​	​	​	​	​	​	​
	​	Declassified Board – Annual Election of All Directors	​		​		​
​	​	​	​	​	​	​	​	​
	​	Average Director Attendance at Board and Committee Meetings held in 2018	​		​	97%	​
​	​	​	​	​	​	​	​	​
	​	Majority Voting for Directors in Uncontested Elections	​		​		​
​	​	​	​	​	​	​	​	​
	​	Executive Sessions of Independent Directors at Each Regularly-Scheduled Board Meeting	​		​		​
​	​	​	​	​	​	​	​	​
	​	Annual Board, Committee and Director Evaluations	​		​		​
​	​	​	​	​	​	​	​	​
	​	Formal Code of Ethics, Ethics Helpline and Ethics Training and Communications to All Employees	​		​		​
​	​	​	​	​	​	​	​	​
	​	Robust Stock Ownership Guidelines for Directors and Executive Officers	​		​		​
​	​	​	​	​	​	​	​	​
	​	Board Focus on Talent Development and Management Succession Planning	​		​		​
​	​	​	​	​	​	​	​	​
	​	Proactive Stockholder Engagement	​		​		​
​	​	​	​	​	​	​	​	​
	​	Board Focus on Long-term Strategy, Capital Deployment and Risk Oversight	​		​		​
​	​	​	​	​	​	​	​	​
	​	Robust Enterprise Risk Management Program with Board Oversight	​		​		​
​	​	​	​	​	​	​	​	​
	​	Annual Advisory Vote on NEO Compensation and High Stockholder Approval Since 2014	​		​	93%+	​
​	​	​	​	​	​	​	​	​
	​	Directors and Executive Officers Prohibited from Pledging/Hedging Company Shares	​		​		​
​	​	​	​	​	​	​	​	​
	​	Stockholders May Act by Written Consent	​		​		​
​	​	​	​	​	​	​	​	​
	​	*Will be reduced to seven following the retirement of Mr. Wiseman at the 2019 Annual Meeting.	​		​		​
​	​	​	​	​	​	​	​	​

Proposal 2: Ratification of Selection of Independent Auditor (page 34)

Additional information about our independent auditor may be found beginning on page 34.

Proposal 3: Non-Binding Advisory Vote on Executive Compensation ("Say-on-Pay") (page 38)

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Information regarding our compensation policies and practices may be found beginning on page 42.

Proposal 4: STOCKHOLDER PROPOSAL (page 73)

Information regarding this proposal may be found beginning on page 73.

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Our Board of Directors is soliciting your proxy to vote your shares at the Company's 2019 Annual Meeting of Stockholders to be held on May 8, 2019, and at any adjournments or postponements of the meeting. A proxy is your legal designation of another person to vote the stock that you own. This Proxy Statement includes detailed information about the matters that will be discussed and voted on at the meeting and provides information about our Company that you should consider in order to make an informed voting decision.

Only stockholders who owned shares of the common stock of Dean Foods Company at the close of business on the Record Date are entitled to vote at the 2019 Annual Meeting or any postponement or adjournment of the meeting. The Board established March 18, 2019 as the Record Date, on which date there were 91,703,313 shares of Dean Foods common stock issued and outstanding. Dean Foods common stock was the only class of our stock outstanding on that date.

Stockholder of Record.    If you are a stockholder of record, meaning your shares are registered in your own name, you may vote in person at the Annual Meeting or you may provide your proxy via the Internet or by telephone or mail in accordance with the instructions provided on the Notice of Internet Availability or, if you requested printed copies of the proxy materials, your proxy card.

Beneficial Owner.    If you are a beneficial owner of shares held in street name, meaning you hold your shares through a broker, bank or other nominee, you may provide your proxy via the Internet or by telephone or mail in accordance with the instructions provided by your broker, bank or nominee. To vote in person at the Annual Meeting you must obtain and bring a legal proxy, executed in your favor, from the broker, bank or other nominee of your shares. Your broker, bank or other nominee has discretionary voting power with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent auditor for the 2019 fiscal year and may vote your shares on that proposal even if he or she has not received voting instructions from you. However, your broker, bank or other nominee does not have discretionary voting power with respect to any of the other proposals discussed in this Proxy Statement and cannot vote your shares on those proposals unless he or she has received your instruction.

Internet Availability of Proxy Materials.    The Company is furnishing proxy materials to its stockholders through the Internet as permitted by SEC rules. Under these rules, most of the Company's stockholders will receive a Notice of Internet Availability instead of a paper copy of the Notice of 2019 Annual Meeting of Stockholders and Proxy Statement, our proxy card, and

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our 2018 Annual Report. The Notice provides instructions as to how to access such materials over the Internet and to vote your shares. Stockholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail or, if previously requested, an email instructing them how to access their proxy materials. This distribution process contributes to our sustainability efforts and reduces the costs of printing and distributing our proxy materials. If you received a Notice of Internet Availability by mail and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in such Notice. Please note that if you received more than one set of printed proxy materials or more than one Notice of Internet Availability or voting instruction card, you probably have multiple accounts with us and/or brokers, banks or other holders of record. You should vote all of the shares represented by each Notice of Internet Availability, proxy card and/or voting instruction card.

Delivery of Proxy Materials to Households.    SEC rules allow us to deliver a single copy of our proxy statement and annual report to any household at which two or more stockholders who share the same last name reside. If we send a Notice of Internet Availability, the envelope must contain a separate notice for each stockholder at the shared address and each Notice of Internet Availability must contain a unique control number that the stockholder may use to access our proxy materials and vote online. If we send a paper copy of our proxy materials, the rules require us to send each stockholder at the shared address a separate proxy card. This practice, known as "householding," helps to eliminate duplicate mailings to stockholders at the same address and reduces our printing and postage costs.

If stockholders sharing an address would like to request householding, the stockholders may do so by contacting our Investor Relations Department by telephone at 214.303.3438 or by mail at: Dean Foods Company, 2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204, Attention: Investor Relations. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings and should contact your broker or nominee directly if you desire to discontinue duplicate mailings from them. Additionally, a stockholder may revoke his or her consent to householding at any time and may request separate delivery of a single copy by calling us at the above number or writing to us at the above address.

A quorum is the minimum number of votes that must be present at the Annual Meeting in order to transact business. Our Bylaws provide that to establish a quorum, a majority of the shares of our common stock that were issued and outstanding and entitled to vote at the 2019 Annual Meeting must be present in person or represented by proxy. For purposes of a quorum, shares represented (a) in person at the meeting, (b) by proxy submitted via the Internet or by telephone or mail prior to the meeting, (c) by Abstentions, and (d) by Broker Non-Votes, are counted as present and entitled to vote.

If a quorum is not established, we will adjourn the meeting and reschedule it.

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If enough stockholders are present at the meeting to conduct business, then we will vote on:

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Proposal  1:  A proposal to elect the seven nominees as members of our Board of Directors, each to serve until our 2020 Annual Meeting and until their respective successors have been duly elected and qualified;



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Proposal  2:  A proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019;



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Proposal  3:  A proposal to approve, on an advisory basis, our executive compensation; and



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Proposal  4:  A stockholder proposal to eliminate super-majority voting provisions in the Company's charter and bylaws, if properly presented at the meeting.

The Board of Directors is now soliciting your vote on these proposals. The Board of Directors recommends that you vote FOR each of the nominees named in Proposal 1 and FOR Proposals 2 and 3. The Board recommends that you vote AGAINST Proposal 4.

After all of the proposals have been voted on at the meeting, we will discuss and take action on any other matter that is properly brought before the meeting.

On each proposal, you are entitled to one vote for each share of common stock that you owned at the close of business on the Record Date. Cumulative voting is not permitted. Alliance Advisors, LLC will count the votes and act as inspector of election.

Abstentions (a) will be considered as present for purposes of determining a quorum, (b) will have no effect on Proposal 1, regarding the election of directors, and (c) will be the same as a vote against Proposals 2, 3 and 4.

Broker Non-Votes (a) will be considered as present for purposes of determining a quorum but (b) will not be considered present and entitled to vote on any matter for which a broker, bank or other nominee does not have authority. For the 2019 Annual Meeting, pursuant to the rules of the NYSE, your broker, bank or other nominee will be permitted to vote for you without instruction only with respect to Proposal 2 regarding the ratification of Deloitte & Touche LLP. A Broker Non-Vote will not affect the outcome of Proposals 1, 3 and 4.

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Voting Methods.    Whether you are a stockholder of record (that is, your shares are registered in your own name with our transfer agent) or a beneficial owner of shares held in street name (that is, you hold your shares through a broker, bank or other nominee), you can vote any one of four ways:

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Via the Internet.  You may vote by proxy via the Internet by visiting the website indicated in your Notice of Internet Availability, proxy card or voting instruction card and following the instructions on the website using the control number found in the Notice of Internet Availability, proxy card or voting instruction card.



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By Telephone.  You may vote by proxy by calling the toll-free number found on your Notice of Internet Availability, proxy card or voting instruction card.



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By Mail.  If you received or requested printed copies of the proxy materials by mail, you may vote by completing, signing and dating each proxy or voting instruction card you received and returning it in the prepaid envelope. Please ensure that you sign your name exactly as it appears on the proxy or voting instruction card.



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In Person at the 2019 Annual Meeting.  You may vote your shares in person at the Annual Meeting. If you are the Stockholder of Record, you may either bring your printed proxy card, if you received one by mail, or the Company will give you a ballot at the Annual Meeting. If you are the beneficial owner of shares held in Street Name, you must obtain and bring a legal proxy from the organization that holds your shares if you wish to vote in person at the Annual Meeting. Proof of stock ownership and some form of photo identification (such as a valid driver's license or passport) will be required to attend and vote at the Annual Meeting. No cameras, recording devices or large packages will be permitted in the meeting room.

Voting by Proxy.    If you vote via the Internet, telephone or mail, you will be appointing Ralph P. Scozzafava, our CEO, and Russell F. Coleman, our Executive Vice President, General Counsel, Corporate Secretary and Government Affairs, as your proxies. They will be required to vote on the proposals described in this Proxy Statement exactly as you have directed. If any other matter requiring a stockholder vote is properly raised at the meeting, then Mr. Scozzafava and Mr. Coleman will be authorized to use their discretion to vote on such matters on your behalf. If you sign your proxy card but do not specify how you want to vote on a proposal, your shares will be voted FOR each of the nominees named in Proposal 1, FOR Proposals 2 and 3 and AGAINST Proposal 4.

Revoking your Proxy.    You can revoke your proxy at any time before the meeting for any reason. To revoke your proxy before the meeting, either:

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write to our Corporate Secretary at 2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204, or



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submit a later-dated proxy, either via the Internet, mail or by telephone (the last vote you cast before the meeting begins is the vote that will be counted), or



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attend the meeting and change your vote in writing (as noted above, if your shares are held in Street Name, you will need a proper legal proxy from the Stockholder of Record in order to vote your shares in person at the meeting). Attendance at the meeting will not itself be deemed to revoke a proxy unless you give affirmative notice at the meeting that you intend to revoke your proxy and vote in person.

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We will announce preliminary voting results at the meeting. We will publish the final results in a Current Report on Form 8-K filed with the SEC within four business days following the 2019 Annual Meeting. You can also obtain a copy on our website at www.deanfoods.com, on the SEC's website at www.sec.gov or by contacting our Investor Relations Department at 214.303.3438.

For Consideration at the 2020 Annual Meeting.    According to our Bylaws, if a stockholder wishes to present a proposal at the 2020 Annual Meeting, we must receive proper written notice of any such proposal no earlier than January 9, 2020, and no later than February 8, 2020. If the date of the 2020 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the 2019 Annual Meeting, we must receive notice no earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Central time, on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Any notice must include the information specified in our Bylaws and must be addressed to the Corporate Secretary of Dean Foods at 2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204. Instructions for nominating directors are provided in the section captioned "Corporate Governance—Nominating Directors" on page 32 of this Proxy Statement.

For Inclusion in the 2020 Proxy Statement.    Under our Bylaws, if a stockholder wants to have a proposal formally considered at the 2020 Annual Meeting, and included in the Proxy Statement for that meeting, we must receive the proposal in writing no later than November 27, 2019, and the proposal must otherwise comply with Rule 14a-8 under the Exchange Act. Proposals must be addressed to the Corporate Secretary of Dean Foods at 2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204.

We will pay all costs associated with this Proxy Statement and the solicitation of proxies. Upon request, we will reimburse stockbrokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock. We have engaged Alliance Advisors, LLC to assist in the distribution of proxy materials and the solicitation of votes. We will pay Alliance a fee of $13,000, plus certain out-of-pocket expenses. In addition, certain of our officers may solicit proxies by mail, telephone, e-mail or in person.

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The following table presents information, as of March 18, 2019, concerning the beneficial ownership of Dean Foods common stock of:

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each of our directors;



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each Named Executive Officer, or NEO, included in the Summary Compensation Table on page 59; and



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all current directors and executive officers as a group, as of March 18, 2019, including executive officers not named in the Summary Compensation Table.

Beneficial ownership is determined under the rules of the SEC and includes any shares that the individual has sole or shared authority to vote or invest and any shares that the individual has the right to acquire within 60 days after March 18, 2019, through the exercise of any stock option or the vesting of any other equity award or other right. Beneficial ownership is not indicative of ownership for any other purpose. Unless stated otherwise in the footnotes to the table, each person named in the table owns his or her shares directly and has sole voting and investment power over such shares.

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The following table presents information concerning the beneficial ownership of Dean Foods common stock of each other stockholder known by the Company, based on the stockholder's filings with the SEC, to beneficially own more than 5% of the outstanding shares of Dean Foods common stock.

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Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC and further requires us to identify in this Proxy Statement those executive officers, directors and persons who failed to timely file such a report. Based solely on our review of these forms or written representations from the executive officers, directors and persons who own more than 10% of our common stock, we believe that all Section 16(a) filing requirements were met during 2018.

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Director Nominees.    The term of each of our eight current directors expires concurrent with the 2019 Annual Meeting. As announced on March 11, 2019, Mr. Wiseman is not standing for re-election and will retire from the Board immediately following the 2019 Annual Meeting, at which time the size of the Board will be reduced to seven members. The Board has nominated each of the remaining seven directors for election by the Company's stockholders at the 2019 Annual Meeting, each to serve until our 2020 Annual Meeting and until their respective successors have been duly elected and qualified or until such director's earlier death, resignation or removal. Each of the nominees listed below is currently a member of our Board of Directors and each nominee has been previously elected by our stockholders.

There are no family relationships among our directors or executive officers.

Each of the persons nominated for election has agreed to stand for election. If any nominee becomes unwilling or unable to stand for election, the Board may vote to reduce the size of the Board of Directors or may nominate another person to serve as director and the person(s) to whom you have given your proxy will be able to use his or her discretion to vote on your behalf for such other person.

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Our objectives for non-employee director compensation are twofold: first, to remain competitive with the compensation paid to directors of comparable companies so that we are able to attract and retain qualified candidates; second, to align the interests of non-employee directors with those of our stockholders by paying a portion of non-employee director compensation in units representing shares of our stock.

Pursuant to these objectives, and based on recommendations from the Compensation Committee, our Board determined the amount and manner of non-employee director compensation for 2018 as set forth below. Since Mr. Scozzafava was an employee of the Company, he did not receive separate compensation for his Board service in 2018.

The compensation structure for non-employee directors during 2018 is set forth below and has not changed since 2016:

Cash Compensation. In 2018, non-employee directors were entitled to receive the following cash compensation:

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$100,000 per year annual cash retainer;

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$165,000 per year for serving as Non-Executive Chairman of the Board;

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$15,000 per year for chairing the Audit Committee or Compensation Committee; and

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$12,500 per year for chairing the Nominating/Corporate Governance Committee.

Cash compensation is paid quarterly in arrears on a pro rata basis. Additionally, if the number of meetings of the Board exceeds eight, or if the number of meetings of any Committee of the Board to which a director is appointed exceeds eight, in each case during any year, then the Board may award additional fees for each additional meeting in an amount to be determined by the Board. No additional meeting fees were awarded or paid for 2018.

Directors may elect to receive all or any portion of their cash fees as restricted stock awards ("RSAs") rather than in cash (other than fees for serving as the Non-Executive Chairman of the Board). If a director makes this election, he or she will receive an award of RSAs with a value equal to 150% of the cash amount owed to him or her, determined as of the last day of the applicable quarter based on the average closing price of Dean Foods common stock over the last 30 trading days of the quarter. One-third of the RSAs vest on the grant date; one-third vest on the first anniversary of the grant date; and the final one-third vest on the second anniversary of the grant date. In 2018, directors Janet Hill and Helen McCluskey elected to receive all of their 2018 fees in cash. Mr. Mailloux elected to receive his 2018 director fees as RSAs through the third quarter and elected to receive cash for the fourth quarter. All other directors elected to receive their 2018 director fees as RSAs. We refer to directors who elect RSAs in lieu of cash as "Exchanging Directors." In the table set forth below, the amount that an Exchanging Director would have received as cash fees (the "Exchanged Cash Fees") if they had elected cash is included in the column entitled "Fees Earned or Paid in Cash." The value of the RSAs actually received in excess of such Exchanged Cash Fees is included in the Stock Awards column.