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):

July 29, 2019 (July 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:

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

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

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

oPre-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 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

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.

Resignation of Chief Executive Officer and Director

Ralph Scozzafava has stepped down as the Chief Executive Officer of Dean Foods Company (the “Company”) and resigned as a member of the Company’s Board of Directors (the “Board”), effective July 28, 2019. Mr. Scozzafava’s decision to resign was not related to a disagreement with the Company over any of its operations, policies or practices.  In connection with his departure, Mr. Scozzafava will receive compensation and benefits pursuant to the Company’s Amended and Restated Executive Severance Pay Plan.

Appointment of Chief Executive Officer and Director

The Board has appointed Eric Beringause, age 61, as President and Chief Executive Officer and as a member of the Board, effective July 29, 2019. Mr. Beringause has significant experience in a broad range of food and consumer products companies. He served as the Chief Executive Officer of Gehl Foods, LLC from March 2015 to August 2018 and as Chief Executive Officer of Advanced Refreshment LLC from 2011 to 2014. He also served as President & Chief Executive Officer of Sturm Foods, Inc. from 2008 to 2011. Mr. Beringause serves on the Management Board of CP Kelco, a leading global producer of specialty hydrocolloid solutions, and on the Board of Trustees at Vassar College. Mr. Beringause holds a B.A. from Vassar College and an M.B.A. from Cornell University.

A copy of the press release announcing Mr. Beringause’s appointment is attached as Exhibit 99.1 to this report.

Agreements with Mr. Beringause

The Company entered into a letter agreement with Mr. Beringause dated July 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, Mr. Beringause is entitled to an initial annual base salary of $800,000 and is eligible to participate in the Company’s Chief Executive Officer Short-Term Incentive Plan (the “STI Plan”) with a cash incentive payment target equal to 110% of his annualized base salary. Mr. Beringause will also receive a one-time signing bonus in the aggregate amount of $870,000, subject to standard payroll reductions and tax withholdings, as follows: (i) $350,000 payable within 45 days after July 31, 2019; (ii) $150,000 payable 45 days after December 31, 2019; and (iii) $370,000 payable within 45 days after March 31, 2020. A portion of each payment will be subject to repayment by Mr. Beringause if his employment is terminated prior to certain dates as described in the Offer Letter. Mr. Beringause will also be eligible to receive Company benefits pursuant to Company policy and subject to the terms and conditions of the governing benefits plans and will be a beneficiary under the Company’s liability insurance policy for its directors and officers.

The Company will also grant Mr. Beringause on his Start Date (as defined in the Offer Letter) a number of Performance Vesting Stock Options (the “Performance Options”) equal to $3,000,000 divided by the Company’s closing stock price one business day before his Start Date. The Performance Options will vest, if at all, subject to the following schedule: (i) 50% of the Performance Options will vest based on the Company’s attainment of an EBITDA target approved by the Compensation Committee for the period ending 12 full months after the grant date; and (ii) 50% of the Performance Options will vest based on the Company’s attainment of an EBITDA target approved by the Compensation Committee for the period ending 24 full months after the grant date. In addition, Mr. Beringause will be eligible for consideration for future Long-Term Incentive grants under the Company’s Long Term Incentive Program, subject to determination by the Company’s Compensation Committee.

In addition, Mr. Beringause and the Company entered into a letter agreement (the “Severance Agreement”), a copy of which is attached to this report as Exhibit 10.2 and incorporated herein by reference, which provides that, if his employment is terminated by the Company without “Cause” or by Mr. Beringause for “Good Reason” (as such terms are defined in the Severance Agreement), Mr. Beringause will be entitled to (i) continuation of his base salary for a period of 12 months following such termination, (ii) a pro-rata portion of his annual cash bonus, based on the achievement of applicable performance criteria for the corresponding performance period, and (iii) the vesting of a pro-rata portion of any long-term incentive compensation awards.

2

The foregoing description of the Offer Letter and the Severance Agreement is a summary and is qualified in its entirety by reference to the copies of the Offer Letter and the Severance Agreement attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Offer Letter dated July 23, 2019 between Dean Foods Company and Eric Beringause.
10.2	Letter Agreement regarding Severance Benefits dated July 23, 2019 between Dean Foods Company and Eric Beringause.
99.1	Press Release dated July 26, 2019.

3

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: July 29, 2019	DEAN FOODS COMPANY
	By:
		/s/ Kristy N. Waterman
		Kristy N. Waterman
		Vice President, Deputy General Counsel

4

EX-10.1

Exhibit 10.1

July 23, 2019

Eric Beringause

Dear Eric:

I am pleased to offer you the position of President and Chief Executive Officer (Grade 99) for Dean Foods Company (“Dean Foods” or “Company”).  This position will report to the Dean Foods Company Board of Directors and will be based out of our Corporate Headquarters in Dallas, Texas.  We look forward to having you join our team before the end of July (the date you join the Company is herein referred to as the “Start Date”).  This letter will be effective the date upon which it is executed by you (the “Execution Date”) and will be considered your employment agreement (the “Agreement”).

Here are the specifics of your employment with Dean Foods:

Position

You shall serve in the capacity of President and Chief Executive Officer of the Company on a full-time basis, reporting to the Board of Directors (the “Board”), with duties and responsibilities associated with and related to such position in companies of similar size and in the same or comparable business as the Company, and as otherwise reasonably requested from time-to-time by the Board consistent with such position. In addition, and subject to the Board’s approval, you shall serve on the Board as a Director as described in Article VIII, Section 9 of the Amended and Restated By-Laws, dated February 25, 2019.

Base Salary

You will be paid $33,333.34 on a semi-monthly basis, less payroll taxes and applicable withholdings.  This amount is equivalent to an annual base salary of $800,000.  Your base salary will be reviewed annually by the Compensation Committee of the Board of Directors (next in March 2020) and may be increased from time to time by the Board, in its sole discretion. The base salary as determined herein and adjusted from time to time shall constitute the “Base Salary” for purposes of this Agreement.

Signing Bonus

You will receive one-time signing bonuses totaling $870,000.00. These payments are subject to all regulatory and Dean Foods’ required payroll taxes and deductions, including 401(k) withholdings. You will receive the one-time signing bonuses per the following payment schedule:

1

Payment Within 45 Days After Date Listed Below	Amount
July 31, 2019	$	350,000.00
December 31, 2019	$	150,000.00
March 31, 2020	$	370,000.00

If you resign from Dean Foods other than for Good Reason or if the company terminates your employment for Cause, you will be responsible for reimbursing Dean Foods for the full gross amount of your paid signing bonus on a pro-rated basis, according to the number of full months worked from the assigned date and following the below schedule:

·If you resign other than for Good Reason or are terminated for Cause before July 31, 2020, you will be responsible for repaying, and agree to repay, the 1st signing bonus payment on a pro-rata basis, according to the number of full months worked from July 31, 2019, and you will not be eligible to receive the rest of your signing bonus payments.

·If you resign other than for Good Reason or are terminated for Cause before December 31, 2020, you will be responsible for repaying, and agree to repay, the 2nd signing bonus payment on a pro-rata basis, according to the number of full months worked from December 31, 2019, and you will not be eligible to receive the rest of your signing bonus payments.

·If you resign other than for Good Reason or are terminated for Cause before March 31, 2021, you will be responsible for repaying, and agree to repay, the 3rd signing bonus payment on a pro-rata basis, according to the number of full months worked from March 31, 2020.

·You understand and agree that each of the three signing bonus repayment obligations above are independent, and that you may be responsible to repay a pro-rata portion of more than one of the signing bonus payments.

“Cause” to terminate your employment will exist if: (a) you fail to meet our performance expectations after being provided a written warning regarding the performance deficiency; (b) you violate our Code of Ethics; or (c) you engage in conduct that does harm to our business.

“Good Reason” to terminate your employment will exist if there is a: (i) material reduction in your annual base salary or target annual bonus opportunity, (ii) material reduction in the scope of your duties and responsibilities, (iii) relocation of your principal place of employment to a location that is more than 50 miles from such prior location of employment; or (iv) material breach by the Company of this Agreement.

Annual Incentive Opportunity

You will be eligible to earn an annual cash incentive payment as a participant in the Dean Foods CEO Short-Term Incentive (STI) Plan, as such STI Plan is modified pursuant to the terms of this Agreement.  Your 2019 target incentive payment is equal to 110% of your annualized base salary.  50% of your STI target will be calculated against the attainment of an EBITDA target approved

2

by the Compensation Committee within 60 days after your Start Date, and the remaining 50% of your STI target will be calculated against the attainment of an Adjusted Operating Cash Flow target the Compensation Committee will approve within 60 days after your Start Date.  Your STI Plan will have a 2:1 leverage factor, meaning it will begin payout by delivering at least 50.l% of the financial metrics target amounts, and will have a maximum payout equivalent to 100% of your target STI.  The STI payment will be calculated with your annual base salary as of 12/31 and will be prorated according to your start date.

Inducement Grant

Upon joining Dean Foods, you will receive an Inducement Grant consisting of Performance Vesting Stock Options (the “Performance Options”).  The total number of Performance Options will be equal to $3,000,000.00 divided by the Company’s closing stock price one business day before your Start Date. The exercise price for the Performance Options shall be equal to the Company’s closing stock price one business day before your Start Date.

The Performance Options shall vest as follows:

·50% of the Performance Options will vest based on the Company’s attainment of an EBITDA target to be approved by the Compensation Committee within 60 days after your Start Date, for the period ended 12 full months after the grant date, and;

·50% of the Performance Options will vest based on the Company’s attainment of an EBITDA target to be approved by the Compensation Committee within 60 days after your Start Date, for the period ended 24 full months after the grant date.

The total number of Performance Options that will vest at the end of each measurement period will be calculated using a 2:1 leverage factor on EBITDA actually delivered versus the corresponding EBITDA target, starting with a minimum amount of Performance Options equivalent to 50% of the total stock options originally granted.  The maximum number of shares that could potentially be delivered under the Inducement Grant is equivalent to the total Performance Options originally granted.  You will receive additional details regarding your grant within 90 days of your Start Date.

Annual Long-Term Incentive Compensation

You will 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.

Paid Time Off (PTO)

You will be granted 25 days of PTO per year.  For 2019, your PTO will be prorated based on your Start Date.  Unused PTO is not carried forward from year to year unless required by state law.

3

Benefits Plan

You will soon be receiving an overview of the health and welfare benefits program.  Your eligibility begins on the first day of the month following 60 calendar days of employment; please note that you must complete the health and welfare benefits enrollment process within 45 days of your hire date.  Once hired, if you have questions regarding the health and welfare benefits programs or eligibility, please call the Dean Foods Benefits Service Center at 877-224-4909 or go online to www.deanfoods.mercerhrs.com.

Your eligibility for 401(k) benefits will begin on the first day of the month following 60 calendar days of employment.  You will receive information regarding these benefits approximately two weeks prior to your eligibility.  For questions regarding 401(k) programs or eligibility, please call Fidelity Investments at 800-835-5095.

COBRA Support

Should you elect COBRA (health insurance) coverage from your previous employer, Dean Foods will reimburse you, grossed up for taxes, for your COBRA premiums (less your comparable Dean Foods contribution) until you become eligible for Dean Foods benefits (first of the month following 60 days of employment).

Supplemental Executive Retirement Plan

You will be covered by the Dean Foods Supplemental Executive Retirement Plan (SERP) under the plan rules.  The SERP is a non-qualified retirement plan that provides an annual Company contribution (currently 4% of eligible excess compensation) to executives whose eligible compensation exceeds the annual IRS-mandated limit for qualified retirement plans.  Company contributions are made in June/July for the prior year period.  You will receive additional information upon receiving your first plan contribution.

Executive Physical

You will 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 the President and Chief Executive Officer, 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).

Severance

Details pertaining to your severance agreement are attached to this offer letter.

Change-In-Control Provisions

You will be provided a Change in Control agreement, in the form previously approved by the Board and filed as Exhibit 10.8 to the to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

4

Financial/Legal Counseling

You are eligible to receive a reimbursement of up to $14,000 net per year (grossed up for taxes) to reimburse you for any financial/legal planning activities for which you have engaged during each calendar year, including tax preparation fees and legal fees.

New Hire Process

This offer of employment is contingent upon your submission to and successful completion of a background check and drug screen.  By signing this offer letter, you represent that there is no agreement or promise in place between you and any other company (for example, a non-competition agreement) that would prohibit you from working for Dean Foods.  Further, you agree and represent to the Company by signing below that you have never been terminated, suspended, or otherwise disciplined by an employer or organization for conduct that was alleged to be in violation of that employer/organization’s personnel policies, including but not limited to policies concerning harassment, discrimination, or other misconduct.  You are also required to comply with the Dean Foods Code of Ethics as a condition of employment, and you understand and agree that you are not to use or disclose the confidential or proprietary information of any prior employer while performing your job with Dean Foods.  You also agree that to the extent you have any prohibitions on solicitation of customers or employees from your prior employer, you agree that you will honor those provisions for the allotted time in any relevant agreements.

Transition Allowance

To assist you with your transition from Wisconsin to Texas, you will be provided with a monthly allowance in the amount of $5,000.00.  This amount is subject to all regulatory and Dean Foods’ required payroll taxes and deductions, including 401(k) withholdings.  This monthly allowance will begin in August 2019 and will terminate in 18 months (February 2021), or at the time you complete your relocation from Wisconsin to Texas, whichever occurs first.

Relocation Assistance

Dean Foods wants your transfer to Dallas to be a positive one and is offering relocation assistance.  By accepting this position, you acknowledge that Dean Foods anticipates that the location of your role will transition to Dallas, Texas no later than the 1Q of 2021.  At the time of such relocation, Dean Foods will provide relocation assistance under the current Level One policy (enclosed), or if the policy has changed and it is mutually agreeable, Dean Foods will provide relocation assistance under the policy in place at that time.

If you have questions regarding these programs or eligibility, please contact our relocation department by phone at 214-721-1290 or via email at Cassandra_brown-english@deanfoods.com.

Death or Disability.

Your employment will be terminated immediately upon your death.  Dean Foods will provide, at no cost to you, a Basic Life Insurance benefit equal to 1½ times your annual base salary.

Upon ten (10) days’ prior written notice, the Company may terminate you due to Disability. For purposes of this Agreement, “Disability” shall be defined as your failure to have performed the essential functions of your material duties hereunder, with a reasonable accommodation, due to a physical or mental injury, infirmity or incapacity for ninety (90) days (including weekends and

5

holidays) in any three hundred sixty-five (365)-day period as determined by the Board in its reasonable discretion. You (or you representative) shall cooperate in all respects with the Company if a question arises as to whether you have become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss your condition with the Company).

In the event of termination due to Disability, the Company will pay to you the following Salary and Short-Term Incentive Compensation:

(a)Salary Continuation. The Company shall continue to pay you your current annual base salary, paid on a semi-monthly basis, less payroll taxes and applicable withholdings, for a period of twelve months following your Disability.

(b)Short Term Incentive Compensation. You will be eligible to receive a pro-rata portion of your annual short-term incentive (STI) under the applicable Company plan for the calendar year in which your Disability occurred (“Pro Rata Bonus”). The pro-rata portion shall be equal to a fraction, the numerator of which is the number of full months that you are employed with Dean Foods during such year through (and including) the date of Disability and the denominator of which is 12, with such pro-rata portion earned in an amount based on the degree to which the applicable performance criteria are ultimately achieved, as determined by the Compensation Committee on a basis applied uniformly to you as to other senior executives of the Company.

(c)Performance Options.  Any Performance Options that vest prior to your death or Disability, will be exercisable for a period of 90 days following your death or Disability. Any other equity awards that may be granted to you during your employment with the Company shall be governed by the terms of the agreements governing such equity awards.

(d)Disability Benefits Coordination. Any disability payment benefits received through the Company provided Long Term Disability insurance program, will be deducted from payments made under clauses (a) and (b) of this section.

Indemnification

You and the Company will also enter into the Company’s standard form of indemnification agreement with its directors, referenced as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Conclusion

Eric, I am excited about you joining our Dean Foods team as CEO and feel strongly we have many opportunities to capitalize on under your leadership.  With your experience, sense of urgency, vision, and skill set, I am confident you are the “right leader at the right time” and will make significant contributions to the success of Dean Foods.

6

Best regards,

/s/ Jim Turner

Jim Turner

Chairman of the Board

Dean Foods Company

Agreed and accepted:

Eric Beringause

Date

cc. Jose Motta, Kristy Waterman

7

EX-10.2

Exhibit 10.2

July 23, 2019

Eric Beringause

RE:Letter Agreement regarding Severance Benefits (“Letter Agreement”)

Dear Eric,

This Letter Agreement sets forth the agreement between you and Dean Foods Company (the “Company”) regarding certain terms and conditions of your employment.

1. Certain Definitions.  In addition to definitions set forth elsewhere herein, for purposes of this Letter Agreement, the following terms shall be defined as set forth below:

“Cause” means (i) your conviction of any crime deemed by the Board to make your continued employment untenable; (ii) your willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any material provision of any written covenant or agreement between you and the Company; or (v) your failure to comply with or breach of the Company’s “code of conduct” in effect from time to time; provided, however, that no act or omission shall constitute “Cause” for purposes of this Letter Agreement unless the Board or the Chairman of the Board provides to you (a) written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes “Cause” and (b) an opportunity, within thirty (30) days following your receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. Further, no act or omission shall be considered as “willful” or “intentional” if the Executive reasonably believed such acts or omissions were in the best interests of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Good Reason” means a termination of your employment by you following the occurrence of one or more of the following events: (i) a material reduction in your annual

1

base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (ii) a material reduction in the scope of your duties and responsibilities, (iii) the relocation of your principal place of employment to a location that is more than 50 miles from such prior location of employment; or (iv) Company’s material breach of any material provision of any written covenant or agreement between you and the Company.

In order for a termination by you to constitute a termination for Good Reason, (i) you must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice and (iii) you terminate employment within 6 months of such occurrence.

“Qualifying Termination” means (i) the involuntary termination of your employment by the Company (other than for Cause) or (ii) the voluntary termination of your employment with the Company for Good Reason.

For all purposes under this Letter Agreement, you shall not have a “termination of employment” (and corollary terms) from the Company unless and until you have a “separation from service” from the Company (as determined under Treasury Reg.  Section 1 409A-l (h), as uniformly applied in accordance with such rules as shall be established by the Company from time to time).

2.Severance Benefits.  In the event you experience a Qualifying Termination, subject to the conditions imposed pursuant to Section 4 hereof, you will be entitled to receive the following “Severance Benefits”

(a)Salary Continuation.  The Company shall continue to pay you your current annual base salary, paid on a semi-monthly basis, less payroll taxes and applicable withholdings, for a period of twelve months following your Qualifying Termination.

(b)Short Term Incentive Compensation.  You will be eligible to receive a pro-rata portion of your annual cash bonus under the applicable Company plan for the calendar year in which the Qualifying Termination occurred (“Pro Rata Bonus”) The pro-rata portion shall be equal to a fraction, the numerator of which is the number of days you are employed with Dean Foods during such year through (and including) the date of the Qualifying Termination and the denominator of which is 365, with such pro-rata portion earned in an amount based on the degree to which the applicable performance criteria are ultimately achieved, as determined by the Compensation Committee on a basis applied uniformly to you as to other senior executives of the Company.

(c)Long-Term Incentive Compensation

(I)Restricted Stock Units (“RSUs”).  Unvested RSU awards will vest on a pro-rated basis through (and including) the date of the Qualifying Termination.

(II)Performance Stock Units (“PSUs”).  Shares earned and accrued with respect to completed PSU performance periods (as set forth in the applicable PSU award agreement) will vest and be issued to you as provided in Section 3 hereof.  Additionally, you will be eligible to receive a pro-rata portion of your PSU awards related to the performance period in which the Qualifying Termination

2

occurred, subject to actual performance results through the end of the performance period.

(III)Performance Stock Options (“Performance Options”).  Any vested Performance Options will be exercisable for a period of 90 days following your Qualifying Termination.

All other outstanding and unvested LTl awards shall terminate effective as of the date of the Qualifying Termination.

The provisions of this Letter Agreement are in lieu of any severance benefits otherwise provided under the Dean Foods Company Amended and Restated Executive Severance Pay Plan (as amended November 8, 2017), and you acknowledge that you shall not participate in such plan.

Severance Benefits shall be reduced by such amounts as may be required under all applicable federal, state, local or other laws or regulations to be withheld or paid over with respect to such payment

You shall not (I) receive any Severance Benefits upon a termination of employment other than a Qualifying Termination or (II) be entitled to duplicate benefits pursuant to this Letter Agreement and any other plan or agreement.

3.Timing of Payments.

(a)The salary continuation severance payments will begin as soon practicable after the conditions set forth in Section 4 hereof have been satisfied, and in no event later than 60 days after the date of the Qualifying Termination.

(b)Subject to the satisfaction of the conditions set forth in Section 4 hereof:

(I)The Pro Rata Bonus will be paid at the same time as generally applicable under the Company’s annual STI plan, after certification of performance results by the Compensation Committee, and in no event later than March 15 of the following year

(II)All Severance Benefits that are not contingent on the achievement of performance criteria shall be payable within 75 days of the date of your Qualifying Termination.

(III)All Severance Benefits that are contingent on the achievement of performance criteria other than (or in addition to) the value of the Company’s common stock shall be paid or, in the case of stock-settled incentive awards, issued not later than 75 days after the end of the applicable performance measurement period, unless the award agreement under which such performance based compensation is awarded requires payment to be made at a different date (e g , such as to comply with any six month delay required on the payment of deferred compensation to any Participant who is a specified employee within the meaning of Section 409A of the Code).

Notwithstanding the foregoing, to the extent that any portion of the Severance Benefits hereunder is deferred compensation subject to the provisions of Section 409A of the Code, in no event shall such portion of such Severance Benefits be paid prior to the last date by which you would be

3

required to deliver the release required under, or to agree to comply with any additional conditions imposed pursuant to, Section 4 hereof.

4.Conditions to Payment of Severance Benefits.  Notwithstanding any provision herein to the contrary, payment of the Severance Benefits provided above are conditioned upon your execution and non-revocation of a separation and release agreement in a form and in substance reasonably satisfactory to the Company within 60 days after your termination of employment, which may include such additional conditions as the Company may deem necessary or appropriate to protect and/or promote the interests of the Company, including your agreement not to compete with, not to solicit employees or customers from, and/or not to use or disclose confidential information of, the Company and its Subsidiaries for two years after the Qualifying Termination. The business of Dean will be described in the restrictive covenants only to include products and services Dean Foods actually manufactures, processes, distributes or provides at the time of the Qualifying Termination; and the non-solicitation provisions shall be limited to customers of Dean Foods at the time of the Qualifying Termination and to employees who are employed by Dean Foods at the time of the Qualifying Event. Any additional conditions imposed by the Company under the immediately preceding sentence shall be communicated to you not later than five business days after your termination date and must be agreed to by you within 60 days following your termination of employment in order for you to be eligible to receive the Severance Benefits subject to such condition.

5.Section 409A.  This letter is intended to comply with Section 409A of the Code or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax on you under Section 409A of the Code, payments may only be made under this Letter Agreement upon an event and in a manner permitted by Section 409A of the Code Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of any additional tax on you under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code.  The Company makes no representations that the payments and benefits provided under this letter comply with Section 409A of the Code and in no event shall the Company or any of its directors, officers or employees have any liability to you in the event such Section 409A applies to any benefit provided pursuant to this letter in a manner that results in adverse tax consequences for you or any of your beneficiaries or transferees.

6.General.

(a)This Letter Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection therewith.

(b)This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns whether such succession is, in the case of the Company, direct or indirect by purchase, merger, consolidation, change in control or otherwise.

(c)This Letter Agreement is made pursuant to and shall be governed, construed, and

4

enforced in all respects and for all purposes in accordance with the laws of the state of Texas without regard to the law of conflicts. Should any provision of this Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Letter Agreement.

7.Signatures and Counterparts.  This Letter Agreement may be executed in counterparts.  A facsimile of this Agreement and signatures shall be as effective as an original.

	Dean Foods Company
	/s/ Jim Tuner
	Name: Jim Turner
	Title: Chairman of the Board
Agreed and accepted:
/s/ Eric Beringause
Eric Beringause
7/23/19
Date

5

EX-99.1

Exhibit 99.1

Dean Foods Appoints Eric Beringause as President and CEO

Industry Veteran Brings More Than Three Decades of Experience in Food, Beverage and Consumer Products Industries to Lead Dean Foods’ Transformation

DALLAS — July 26, 2019 — Dean Foods Company (NYSE: DF) today announced that Eric Beringause has been appointed President and Chief Executive Officer and a member of the Dean Foods Board of Directors, effective July 29, 2019. Beringause succeeds Ralph Scozzafava, who has stepped down as CEO and resigned from his position on the Board.

Beringause brings to Dean Foods more than 30 years of transformational leadership and operational experience at a broad range of blue-chip brands in the food, beverage and consumer products industries, including expertise in food processing and branded and contract manufacturing. Most recently, he served as CEO of Gehl Foods, LLC, a market-leading producer of dairy-based beverages and food products. Prior to that, he served as CEO of Advanced Refreshment LLC, one of the largest U.S. producers of private-label bottled water and water-based beverages, and as CEO of Sturm Foods, Inc., a leader in private-label food products, specialty food brands and contract manufacturing. Earlier in his career, Beringause held various business development, finance, and sales and marketing roles at Alcoa Consumer Products, Gerber Infant & Baby Products, ConAgra, Inc./Grist Mill, Nestle, Inc., Nabisco Brands and The Pillsbury Company.

“We believe Eric is the right leader to drive the transformation of the business as the Company continues to execute on its enterprise-wide cost productivity plan and its previously announced exploration of strategic alternatives,” said Jim Turner, Non-Executive Chairman of the Dean Foods Board. “He has a long track record of creating value in dairy and consumer products companies, as well as a unique combination of turnaround and operational expertise.”

“I am honored to join Dean Foods at this important juncture,” said Beringause. “Dean Foods is the nation’s largest dairy processor and a leader in the industry, and I am excited to work with the Board and management team to leverage our scale and substantial assets to realize the significant opportunities available to transform our company. My top priority will be to ensure we have the right footprint and strategies in place to drive sustainable growth and profitability for the benefit of our shareholders, employees, customers and other stakeholders.”

Turner continued, “On behalf of the entire Board, I want to thank Ralph for his service and contributions to Dean Foods over the past five years. We appreciate his dedication to the Company and we wish him all the best in the future.”

Upcoming Webcast of Second Quarter 2019 Earnings Conference Call

The Company will host a live webcast of its second quarter 2019 earnings conference call on Tuesday, August 6 at 9:00 a.m. Eastern Time. The webcast is expected to last approximately one hour and will be accessible by visiting http://www.deanfoods.com/our-company/investor-relations/ and by clicking “Webcasts.”

The webcast will be accessible on most operating systems and browsers. A webcast replay will be available for approximately 45 days following the event within the Investor Relations section of the Company’s website.

About Dean Foods

Dean Foods is a leading food and beverage company and the largest processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Headquartered in Dallas, Texas, the Dean Foods portfolio includes DairyPure®, the country’s first and largest fresh, national white milk brand, and TruMoo®, the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena®, Berkeley Farms®, Country Fresh®, Dean’s®, Friendly’s®, Garelick Farms®, LAND O LAKES®* milk and cultured products, Lehigh Valley Dairy Farms®, Mayfield®, McArthur®, Meadow Gold®, Oak Farms®, PET®**, T.G. Lee®, Tuscan® and more. Dean Foods also has a joint venture with Organic Valley®, distributing fresh organic products to local retailers. In all, Dean Foods has more than 50 national, regional and local dairy brands as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Approximately 15,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods and its brands, visit www.deanfoods.com.

*The LAND O LAKES brand is owned by Land O’Lakes, Inc. and is used by license.

**PET is a trademark of Eagle Family Foods Group LLC, under license.

CONTACT: Investor Relations/External Communications, Suzanne Rosenberg, +1 214-303-3438. Media please contact +1 214-721-7766 or media@deanfoods.com