Dean Foods — Proxy Contest (May 2007)
11 slides from Dean Foods's proxy contest presentation, May 8, 2007
Slide 1: Request for Support of 2007 Equity Incentive Plan
Dean Foods Company Request for Support of 2007 Equity Incentive Plan May, 2007
Slide 2: Asking for your support in approving a New Equity Incentive Plan
Asking for your support in approving a New Equity Incentive Plan Shares available under our existing plans are now less than the number of shares necessary for one year's grant New plan request is for 6 million shares If new plan is approved, roughly 9.5 million shares will be available for issuance
Slide 3: Why support the 2007 stock incentive plan
Dean has consistently rewarded shareholders with superior returns 26% compound annual growth rate (CAGR) since 1996 IPO TreeHouse Foods spin-off $15 Special Cash Dividend Dean's equity incentive plans have been a very important element in recruiting and retaining top talent and aligning their intere
Slide 4: Dean Foods has consistently rewarded shareholders with superior returns
Dean Foods has consistently rewarded shareholders with superior returns *Source: Bloomberg as of 4/30/2007. Share price appreciation reflects stock-split adjusted price and Treehouse spin-off **Source: Mercer Human Resources Consulting, see Compensation Discussion and Analysis section of our 2007 Pr
Slide 5: Consistently returned value to shareholders through repurchasing over 80 million shares
*Through 12/31/2006, adjusted for stock splits. 1999 includes shares repurchased in previous years. Dean Foods has consistently returned value to shareholders through repurchasing over 80 Million Shares Millions of shares Cumulative shares repurchased
Slide 6: Equity incentive plans important for recruiting and retaining top talent
Dean's equity incentive plans have been a very important element in recruiting and retaining top talent and aligning management interests with shareholders Recent Hires - Building the New Dean Joe Scalzo, CEO WhiteWave Foods Jack Callahan, CFO Dean Foods Harrald Kroeker, COO Dairy Group Brad Holcomb
Slide 7: Equity grant practices are shareholder friendly
Equity grant practices are shareholder friendly Strong pay-for-performance orientation - grants are made by measuring total shareholder return over a three year period against peer group 75th percentile or above performance - Awards capped at 75th percentile Median performance - Median awards 25th p
Slide 8: Burn rates are higher for companies with significant buybacks
Burn rates are higher for companies with significant buybacks Burn rate is calculated as the total number of equity awards (in the form of stock awards and stock options) granted in any given year divided by the number of common shares outstanding Dean has repurchased over 80 million shares in the l
Slide 9: Options outstanding and management option holdings
Options Outstanding* Weighted Average Exercise Price* Top 10 Management Option Holdings 11,522,274 $15.35 Board of Directors Holdings 1,950,246 $12.93 Total Options Outstanding 22,516,265 $15.71 Propensity of management to hold on to vested options aligns management with shareholders, but increases
Slide 10: Please vote FOR approval of our new Equity Incentive Plan
Please support our efforts to build shareholder value by voting FOR approval of our new Equity Incentive Plan, as well as by following the Board's voting recommendations on the other agenda items. Thank you.
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