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):

February 14, 2013 (February 8, 2013)

Dean Foods Company

(Exact name of registrant as specified in 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 (see General Instruction A.2. below):

¨ 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))

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

On February 8, 2013, the Board of Directors (the “Board”) of Dean Foods Company (the “Company”) elected Robert Wiseman to the Board as a Class III director, whose current term will end at the Company’s annual meeting of shareholders to be held in 2013. Mr. Wiseman was not elected to serve as a member of any committee of the Board in connection with his election to the Board. There are no arrangements between Mr. Wiseman and any other person pursuant to which Mr. Wiseman was selected as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Wiseman has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Mr. Wiseman will be compensated in accordance with the Company’s compensation program for non-employee directors, pursuant to which he is entitled to receive an annual retainer of $220,000 consisting of (i) a $100,000 cash retainer, payable quarterly in arrears on a pro rata basis and (ii) $120,000 in equity awards, which shall consist of restricted stock units. If the number of meetings of the Board exceeds eight meetings or if the number of meetings of any committee of the Board to which Mr. Wiseman is appointed in the future exceeds eight meetings, in each case during any fiscal year, then the Board may award additional fees for each additional meeting in an amount to be determined by the Board. Pursuant to the Company’s compensation program for non-employee directors, such directors may elect to receive all or any portion of the cash fees in restricted stock rather than in cash. If Mr. Wiseman makes this election, he will receive shares of restricted stock with a value equal to 150% of the cash amount owed to him, determined as of the last day of the applicable quarter based on the average closing price of our common stock over the last 30 trading days of the quarter. One-third of the restricted shares 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.

A copy of the Company’s press release announcing Mr. Wiseman’s election as director is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated February 14, 2013

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: February 14, 2013	DEAN FOODS COMPANY
	By:	/s/ Steven J. Kemps
		Steven J. Kemps Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 14, 2013

EX-99.1

Exhibit 99.1

DEAN FOODS ANNOUNCES ROBERT WISEMAN

ELECTED TO THE BOARD OF DIRECTORS

DALLAS, February 14, 2013 — Dean Foods Company (NYSE: DF) today announced that Robert Tennant Wiseman was elected as a new member of the Board of Directors of Dean Foods Company on February 8, 2013.

“We are thrilled that Robert has agreed to join the Dean Foods Board,” said Gregg Tanner, Chief Executive Officer. “The breadth and depth of his business experience in the dairy industry will strengthen the Board’s ability to guide Dean Foods to continue to be a leading food and beverage company.”

Mr. Wiseman helped grow Robert Wiseman Dairies from a local dairy company in the 1970s to Britain’s largest fresh liquid milk processor. He joined the family business in 1975 and in 1994 after the company began trading on the London Stock Exchange, he was appointed Managing Director of Robert Wiseman & Sons PLC. Recently, Mr. Wiseman executed the sale of Robert Wiseman Dairies to the Müller Group in 2012. He currently serves as Non-Executive Director of Robert Wiseman Dairies Limited.

“With the sale of Morningstar and the pending spin-off of The WhiteWave Foods Company, Robert’s success in leading strategic business transformations will help Dean Foods focus on driving value in our core business to build on the success of 2012,” said Mr. Tanner.

Mr. Wiseman previously served on the Board of UK Dairy for eight years and was appointed its Chairman for a two-year period which ended in September 2012.

About Dean Foods

Dean Foods is a leading food and beverage company in the United States. The Company’s Fresh Dairy Direct segment is the nation’s largest processor and direct-to-store distributor of fluid milk marketed under more than 50 local and regional dairy brands and private labels. Fresh Dairy Direct also distributes ice cream, cultured products, juices, teas, bottled water and other products. Dean Foods also holds a majority interest in The WhiteWave Foods Company, which produces and sells an array of nationally and internationally branded plant-based foods and beverages, coffee creamers and beverages, and premium dairy products. WhiteWave brands—including Silk^®, Horizon Organic^®, International Delight^®, and LAND O LAKES^®—are category leaders and consumer favorites. Alpro is the pan-European leader in branded soy food and beverage products with the Alpro^® soya and Provamel^® brands. For more information about Dean Foods, visit www.deanfoods.com.

CONTACT: Corporate Communications, Jamaison Schuler, +1-214-721-7766; or Investor Relations, Barry Sievert, +1-214-303-3438