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Dean Foods Company (NYSE:DF)

2013 Annual Shareholder Meeting

May 15, 2013 11:00 am ET

Executives

Thomas C. Davis - Chairman, Member of Audit Committee, Member of Compensation Committee and Member of Executive Committee

Rachel A. Gonzalez - Executive Vice President, General Counsel and Corporate Secretary

Gregg A. Tanner - Chief Executive Officer, Director and Chairman of Executive Committee

Thomas C. Davis

Hi, good morning, and welcome to the 2013 Annual Stockholders' Meeting of Dean Foods Company. I'm Tom Davis and I'm Chairman of the Board and it's my pleasure to serve as Chairman of today's meeting.

Before we begin the official business of the meeting, I would like to take the opportunity to introduce our Board of Directors and the members of our executive team who are here today. If you would, please stand when I call your name. Beginning with the members of the board: Gregg Tanner, who is also our Chief Executive Officer; Janet Hill; Wayne Mailloux; John Muse; Héctor Nevares; and Robert Wiseman; and Jim Turner, excuse me. Lest we not forget.

I've already introduced our Chief Executive Officer, Gregg Tanner, now I would like introduce the other members of the company's executive management team. Chris Bellairs, Executive Vice President and Chief Financial Officer; Rachel Gonzalez, Executive Vice President, General Counsel and Corporate Secretary; Marty Devine, Chief Operating Officer; Kimberly Warmbier, Executive Vice President, Chief Human Resources Officer; Shay Braun, Senior Vice President, Procurement and Operation Support; and Barb Carlini, Senior Vice President and Chief Information Officer.

In a few minutes, Gregg Tanner will talk briefly about our recent results and provide an update on our business. Right now, however, I'd like to turn the meeting over to Rachel Gonzales to conduct the procedural part of our meeting.

Rachel A. Gonzalez

Thank you, Tom. As Tom said, we have some procedural matters to conduct before our presentation. First, I would like to ask that you hold any questions or comments until all business is transacted. If you would like to discuss an item, please stand to be recognized then state your name and the number of shares that you own. Also, please state whether you are affiliated with any group for purposes of this meeting. Representatives presenting motions for stockholder proposals included in the proxy statement will be permitted to speak for 3 minutes each. All other stockholder remarks and questions will be limited to 3 minutes per stockholder regardless of the number of questions or topics.

Today, we have with us Mr. Steven Myers [ph] of Computershare Shareowner Services, our transfer agent. Mr. Myers [ph] has been appointed as inspector of election to determine the presence of a quorum and to accept votes of our stockholders. Mr. Myers has presented me with a list of stockholders of record entitled to vote at this meeting and evidence that this meeting was properly convened and has been -- that proper notice has been given to all stockholders of record as of the close of business on the record date, March 28, 2013. Mr. Myers [ph], do we have a quorum at this meeting?

Unknown Executive

Yes. Stockholders represented at this meeting in person or by proxy hold shares exceeding the majority of the outstanding voting shares of Dean Foods Company, which is sufficient for a quorum.

Rachel A. Gonzalez

Thank you. A quorum is present and our meeting is legally convened and we can now transact business. The polls for each matter to be voted on at this meeting are now open. All stockholders as of the close of business on March 28, 2013, are entitled to vote at this meeting either in person or by proxy. And each stockholder is entitled to one vote for each share of stock held. We have asked each of you to sign the register in order to determine how many shares of stock you are entitled to vote in person at this meeting. If any of you would like to file a proxy but has not yet done so or if you would like to vote your shares in person and have not yet signed the register, please do so now. As stated in the notice of this meeting, our Board of Directors has adopted the following proposals to be considered and acted upon at today's meeting. Only business that is properly before stockholders may be voted on at today's meeting. Pursuant to our bylaws, additional stockholder resolutions must have been delivered to the corporate secretary no earlier than January 16, 2013, and no later than February 15, 2013, to be considered at today's meeting.

Following are the proposals. Proposal 1, a proposal to reelect: Tom C. Davis; Jim L. Turner; and Robert T. Wiseman, as members of our Board of Directors for a 1-year term. We note that our proxy also includes Mr. Gregg Engles as up for reelection, but he has resigned from the board recently in connection with that company's recently announced spinoff of the WhiteWave Foods Company and any votes cast for or against Mr. Engles will not be counted.

Proposal 2. A proposal to adopt an amendment to the company's restated certificate of incorporation, as amended, to effective reverse stock split of the company's issued common stock by a ratio of not less than 1:2 and not more than 1:8. Such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our Board of Directors and conditioned upon the completion of the tax-free distribution or other tax free dispositioned by us of at least 80% of the voting interest in the WhiteWave Foods Company.

Proposal 3. A proposal to amend our 2007 Stock Incentive Plan.

Proposal 4. A proposal to approve on an advisory basis our executive compensation.

Proposal 5. A proposal to ratify the selection of Deloitte & Touche LLP as our independent auditor for 2013. We also have 4 stockholder proposals on the ballot today. At this time, we have Mr. Gregg Kancheski [ph] present, who is a stockholder representative from the City of Philadelphia, Public Employees Retirement System in connection with Proposal 6. I will now ask Mr. Kancheski [ph] to stand and present Proposal 6 regarding the vesting of equity upon a change in control.

Unknown Attendee

Thank you very much and I congratulate you on pronouncing my name so correctly. I know it's difficult. The proposal by the City of Philadelphia appears on Page 25 of the proxy statement and what I ask the board to do is to adopt the policy that in the event of a change in control, someone outside buys the company, that there shall not be any acceleration of a vesting of equity awards granted to any senior executive. Provided, however, that the compensation can be -- exercised its discretion and do a pro rata vesting of these outstanding awards. Now in pointing this out, we don't want to criticize in any way the use of equity awards as being done to incentivize the senior executives of the company, perfectly fine to do. And if those have been vested, they certainly should get them in the change in control. What we're concerned about is the accelerated vesting because it can result in a windfall. In last year's proxy statement, when our proposal was being prepared, we noted that there was going to be accelerated vesting of $8.5 million of unvested equity awards. I believe in this year's proxy statement, it refers to $10 million in accelerated vesting. Now other major corporations, including Apple, Chevron, Dell, ExxonMobil, IBM, Intel and Microsoft and Occidental Petroleum have all adopted a policy similar to the one that we are seeking here. And I must admit, in reading the company's response to this proposal, I'm a little bit puzzled. The company's response is on Page 26 of the proxy statement and it's summary, the very first thing it says is that our proposal would eliminate the compensation committee's ability to exercise its business judgment to determine whether and on what conditions the accelerated vesting of equity awards is in the best interest of the company and the shareholders. Frankly, we view that as being contradicted by the company's admission in Page 96 of the proxy statement that all of the named executive officers, unvested stock option and restricted stock units would automatically vest immediately upon a change in control. Now frankly, we think that's a contradiction. And in fact, it's our proposal that is allowing the compensation committee discretion in a change in control. We would appreciate your support. Thank you very much.

Rachel A. Gonzalez

Thank you for your comments Mr. Kancheski [ph]. We appreciate your interest in these matters and I will tell you that our board is committed to principles of good governance with respect to compensation matters. We have set forth our full response to Proposal 6 in our proxy statement. In summary, our Board of Directors has carefully considered Proposal 6 and recommends that our stockholders vote against it for the following reasons: The board and its compensation committee do believe it is important to maintain flexible compensation policies and procedures in order to provide competitive compensation programs; accelerated vesting of equity awards allows management to remain objective, serves as an effective retention tool and helps management to avoid potential conflicts of interest and distractions during pendency of a change in control transaction; furthermore, adoption of the proposal could put the company at a competitive disadvantage in attracting and retaining executive talent as a majority of the company's peers do not have a policy similar to the one proposed. The proposal as written disproportionately punishes senior executives and is vague in its description of pro rata vesting. Accordingly, the board believes that it's in the best interest of its stockholders that this proposal not be passed. Is there any discussion concerning Proposal 6? Okay. We will now ask Mr. Kancheski [ph], who is also representing the Board of Trustees of the International Brotherhood of Electrical Workers Pension Fund, to stand and present Proposal 7 regarding stock retention by executive officers. Mr. Kancheski [ph]?

Unknown Executive

Thank you. This proposal is found on Page 28 of the proxy statement. And again, this addresses the issue of the company's use of equity awards to reward its senior executives. And again, I want to stress, there is no criticism here of the company's use of equity awards to do that. We think equity awards when properly structured can better align the interest of shareholders and executives. So there's no complaint from us as to the use of the equity. What we are looking at is the requirement. If you're going to use equity a lot to reward incentives, the requirement that they retain that equity so that their interests stay alive and instead of being free to sell it right off the bat, which destroys the alignment. Now the company's current policy is, for the CEO at least, that he should own 5x his annual salary in shares. Now I'm doing some quick arithmetic looking at the closing price of the shares yesterday at $19.88, it looks to me like that requirement says the CEO should have 165,000 shares, roughly. Now in the proxy statement, it's going to point out, he already has in his pocket 162,490 shares and he has exercisable options for another 430,135 shares. So our concern is this multiple of salary, which is common, it's common in corporate America, is meaningless though when lined up with the practices in granting large equity awards. Now again, there's nothing wrong with granting those large equity awards. All that we're saying is that they should be retained as portion of it. Now we're recommending 75%. The company in its response says that's too much. Hey, it's only a recommendation. We're open, 50%, 40%. Now this isn't like some line drawn in the sand. And in the company's response, it also is concerned that it's going to put it at a competitive disadvantage because other of its peers don't do this practice. Well, we would urge you to become a leader in this. Get out in the forefront and show your competitors the right way to align the interest of your executives with shareholders. Thank you very much.

Rachel A. Gonzalez

Thank you, once again for your comments, Mr. Kancheski [ph] and your interest in these matters. We have set forth in full our response to Proposal 7 in our proxy statement. Our Board of Directors has carefully considered Proposal 7 and recommends that our stockholders vote against it for the following reasons. The board believes that the company's current compensation program already provides for meaningful stock ownership by executive officers and aligns the interests of our executive team with the interest of stockholders. The board has adopted minimum stock ownership guidelines for our executive officers requiring our CEO to own stock with a value equal to 5x his base salary and our other executive officers to own stock with a value equal to 2x such officers' base salary. The board believes that the company's current compensation program provides for an appropriate balance between ensuring that management's efforts are consistent with the long-term objectives of stockholders, while permitting executive officers to prudently manage their own financial affairs. Accordingly, the board believes this proposal would be contrary to the best interest of the company and it stockholders. Is there any discussion concerning Proposal 7? Okay. Mr. David Buyer [ph] is present and is a stockholder representative from People for the Ethical Treatment of Animals in connection with Proposal 8.

I will now ask Mr. Buyer [ph] to stand and present Proposal 8 regarding dehorning of cows by dairy suppliers. Mr. Buyer [ph]?

Unknown Executive

Thank you very much. Yes, my name is David Buyer [ph] and I'm here to speak on behalf of People for the Ethical Treatment of Animals in support of the shareholder resolution encouraging the board to require Dean Foods dairy suppliers to phase out the practice of dehorning by breeding for naturally hornless or polled cattle. Polled breeding is effective. Dairy farmers already select for desirable traits when breeding and is just as easy to select for the hornless trait. Most cattle in the beef industry are polled and the dairy industry is now making progress as well, with the top polled bulls now genetically exceeding the average horned bulls used for artificial insemination. Industry publications now regularly reference the progress and possibilities. In this opposition to this resolution, the board sights the dangers of working with horned cattle even though it knows that polled cattle have no horns. By breeding for polled cattle, farmers can have hornless cows while simultaneously saving time, money and labor. They can stop breeding -- they can stop spreading disease with the bloody tools that they use one animal after another during amputation dehorning. They can also stop hiding this barbaric practice, which children never see on a farm tour. And eliminate what many farmers admit is the worst job on the farm. I'd just note, that's something I hear a lot when I'm talking with farmers. They're actually -- they'd love to see this gone. Currently, cows on dairy farms are dehorned by gouging out horns out of their skull by cutting their horns off or by disbudding, which destroys the issue that would have developed into horns. Common methods of disbudding include burning calves on the top of the head with a searing hot iron or applying a caustic paste which destroys the tissue by chemically burning it. As the horn start to develop and take root in the skull, dehorning becomes even more painful and invasive. A device resembling an apple core is jammed into the top of calves' heads and the horns are gouged out of their skulls. Or guillotine dehorners used to chop off the horns and the surrounding flesh. Consumers are shocked and appalled when they learn of the hidden industry practice of dehorning. Video footage of dehorning shows cows as they struggle in fear, bellow in pain and collapse to the ground surrounded by the odor of their own burning flesh. This issue is now gaining public awareness and Dean Foods must adapt to the times and take steps now to begin polled breeding as the resolutions call for. Ignoring this animal welfare issue will only cause Dean Foods to lag behind its competitors. I encourage all shareholders to vote for this socially responsible resolution. Thank you.

Rachel A. Gonzalez

Thank you for your comments, Mr. Buyer [ph]. We are committed to animal welfare and we take our role as a steward of the dairy industry very seriously. We have set forth our full response to Proposal 8 in our proxy statement. Our Board of Directors has carefully considered Proposal 8 and recommends that our stockholders vote against it for the following reasons. The board hired a director of dairy stewardship more than 2 years ago to work with animal welfare experts, key customers and industry partners to develop the company's approach to animal welfare. The board does not believe dehorning cattle is inhumane when done correctly. The dehorning of cattle by the company's suppliers is a necessary farm management technique to prevent injury to other cows and those that care for the cattle. Adopting a policy to procure milk only from polled cattle could negatively impact the company's ability to obtain milk, which would result in a material negative impact on results of operations and other business results. Also, caution should be taken when advancing breed characteristics through genetic selection so that it is done without negatively impacting other favorable genetic traits and overall cattle health. Accordingly, the board believes this proposal would be contrary to the best interest of the company and it stockholders. Is there any discussion concerning Proposal 8? Mr. Kancheski [ph] is President and is a stockholder representative from AFL-CIO Equity Index Fund in connection with Proposal 9. I will now ask Mr. Kancheski [ph] to stand and present Proposal 9 regarding an independent Chairman of the Board. Mr. Kancheski [ph]?

Unknown Executive

Thank you. This proposal from AFL-CIO Index appears on Page 32 of the proxy statement. And what it's seeking is a policy, a policy that the board adopt that would say going forward that its Chairman of the Board would be an independent director. So often times the officers are combined where the CEO is the Chairman or as was the case here just before the former CEO became the Chairman. And if the Chairman of the Board's job is supposed to be to oversee and monitor the management of the committee -- of the key executives on behalf of shareholders, it's pretty hard to do that when you're one of the key executives yourself. It questions the monitoring. Now obviously, we would like to say congratulations to the Board of Directors for having elected an independent Chairman of the Board 2 weeks ago. Mr. Davis, we're glad to see you in your position. I had dealings with independent chairmans in the past, including just recently Citigroup, and I think it's a terrific move and it's one that we're all very happy for from a shareholder perspective. I gather a policy has not yet been adopted to that effect going forward, is that correct?

Rachel A. Gonzalez

That's correct.

Unknown Executive

Okay. If there had been such a policy that a company that we would be withdrawing the proposal. Instead, we urge that the company think about making this a more permanent by codifying it with such a policy. We think it's a great idea and we hope our shareholders will endorse the action that the board has already taken by voting for this proposal. Thank you.

Rachel A. Gonzalez

Mr. Thank you for your comments, Mr. Kancheski [ph]. We have set forth our full response to Proposal 9 in our proxy statement and our additional soliciting materials that have been filed with the Securities and Exchange Commission. As detailed in that response, our Board of Directors has carefully considered Proposal 9 and recommends that our stockholders vote against it for the following reasons. The board believes the company currently adheres to high standards of corporate governance. Mr. Tom Davis, an independent director, was appointed as Chairman of the Board on May 1, 2013. So the board already has an independent Chairman as requested by the proposal. Accordingly, the board believes this proposal would be contrary to the best interest of the company and its stockholders. Is there any discussion concerning Proposal 9? While the inspector of election is counting the ballots, I will turn the meeting over to Gregg Tanner. Before he begins, I would like to remind you that any forward-looking statements made today are intended to fall within the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in today's presentation. Information concerning those risks is contained in our annual report on Form 10-K for the year ended December 31, 2012, and in our quarterly report on Form 10-Q for the quarter ended March 31, 2013. Gregg?

Gregg A. Tanner

Great. Thank you, Rachel, and good morning, everyone. First of all, I want to let you know how excited I am to be here with you today and to have been chosen to lead this great organization. What I'd like to do today is walk you through a few of the highlights from 2012 and to talk a little bit about the first quarter and where we're at so far in 2013, as well as giving my perspective on the rest of the fiscal year. But before I do that, I want to talk about our success this year and about the future but I can't do that without, once again, recognizing what I believe to be an outstanding management team. There are a number of things about the management team from my perspective that I think differentiates us from the rest of this industry. I think we've got a group that is intensely focused and highly qualified. It is a team that's balanced with significant dairy experience and has years and years of food and beverage experience as well from companies such as Frito-Lay, Procter & Gamble, Sara Lee and many others. It is an absolute privilege to work with such a great group of professionals every day, along with the other 20,000 Dean Foods employees.

So now as we turn to 2012, it's been an extremely busy and a very exciting year with tremendous change for the entire organization. We've evolved from a company that had 3 totally distinct and different businesses and different business platforms into an enterprise solely dedicated and focused on our core dairy business. In fact, we've adopted a vision to be the most admired and trusted provider of wholesome great tasting dairy products at every occasion. I hope many of you had an opportunity to try some of those great tasting beverages out in the hallway prior to the meeting.

One of the things that I thought would be important would be to again revisit and take a moment to see with this focused company will be going forward. We will remain the largest dairy company in the U.S. with a national footprint that we believe gives us a competitive advantage through our scale and efficiencies. There are not many other, if any, dairy companies that can match the footprint that we have. Beyond our national brands of TruMoo, Swiss Premium Tea and FRUIT RUSH, we have a portfolio of trusted regional brands from coast-to-coast as you can see from the map. These brands have a deep heritage that consumers have grown up with and still value tremendously. We have the #1 or #2 position as measured by sales and branded white milk in 80% of the IRI-defined geographies in which we operate.

One of the brands that we're extremely proud of is our TruMoo brand. TruMoo is outperforming the overall flavored milk category and is now 3x the size of the next largest national competitor. TruMoo was recently named the fourth most successful new consumer packaged goods launched in 2012 by IRI. That is out of 1,900 new products that were introduced. A national brand such as TruMoo gives us the ability to innovate and market on a national scale. This spring, we made a good thing even better by reformulating the product to now contain 35% fewer grams of sugar than its largest rival, lower fat, no artificial ingredients and still no high fructose corn syrup. We are extremely pleased with the success of our TruMoo portfolio and have very high expectations for this brand to continue to grow in the years to come.

As you look at the chart, clearly 2012 was an extremely successful year for Dean Foods. The results of our focus were very clear. We draw material cost reduction across the business, we grew share and gain customers and we effectively price to offset rising commodity costs, resulting in significantly increased profitability. We've also delivered tremendous value for you, as a shareholder, by creating over $1.2 billion in equity value or an improvement of over 50% since the announcement on August 7 of our intent to spend in WhiteWave foods. The figures shown here include the consolidated performance across all segments in 2012. As you can see, it was a strong year with pro forma adjusted operating income up 32% over 2011 and our pro forma adjusted EPS up over 81%. We came into 2013 well positioned across many fronts.

Turning to our progress so far this year. We kept our agenda simple, to build upon the strengths through a continued focus on the core fundamentals that drove our successes in 2011 and 2012. As you heard us announce last week during our Q1 earnings, the ongoing Dean Foods operations, those excluding WhiteWave, once again, delivered a strong adjusted EPS making Q1 the ninth quarter in a row that we have delivered results at or above our guidance. We also significantly de-leveraged the company through the sale of Morningstar for $1.45 billion. Leverage at the end of Q1 stood at just 2.13x debt to EBITDA. Over just the past 12 months, we have reduced Dean Foods' net debt by over $2.6 billion. Total volume across the ongoing Dean Foods business, including fluid milk, ice cream, cultured and other products, came in at 727 million gallons for the quarter, that's a decline of 4.5% from 762 million gallons in Q1 of 2012. Roughly half of this decline is directly related to the loss of 2 sales days in the quarter due to the overlap of leap year and the fact that March included 5 Sundays. Though volumes are down, our strong cost performance allowed us to deliver adjusted operating income per gallon improvement of 18% from year-ago levels and reaching $0.0102 per gallon, which is the highest per gallon result in more than a year. The remainder of the year, we will continue to drive our operational imperatives. We continue to believe that volume, cost and pricing are key, but never at the expense of quality, safety or service to our customers. We are working to extend our competitive advantages in the core areas that drive our business, volume, cost and pricing. And in the near term, we're especially focused on cost reduction. We are accelerating our cost reduction efforts, including the closure of 10% to 15% of the plants in our network. We're also eliminating a significant amount of distribution routes and continuing to rightsize our SG&A. Progress so far is consistent with our expectations and we anticipate meeting our objectives. As a result of the loss of some business through an RFP earlier this year. We expect our volume to underperform the industry this year. However, we also believe that as we move past this volume loss, we will return to our long-term trend of gaining share due to the strength of our network, our advantage cost structure, effective pricing, our strong brands and a significantly strengthened balance sheet and a focus on service, quality and customer relationships.

In summary, 2012 was a year of great results and tremendous change. We have a very strong foundation and an extremely bright future built on the quality of our leadership team and great employees. Q1 was a good start to this year and we are delivering on our initiatives and have solid momentum heading into Q2. We expect to deliver strong Q2 and full year results.

I also want to make sure I thank all of our employees for their hard work in delivering 2012 and the first quarter of 2013, along with the ground work they're putting in place to produce solid full year results. To our Board of Directors and management team, thank you for your leadership. And to our stockholders, thank you for your continued support and interest in Dean Foods. I would tell you in closing that I have a ton of confidence in not only this team, but in this business. And I am extremely proud to be leading such an outstanding organization. I look forward to sharing our progress and our successes with each of you over the months and years to come. Thank you.

Thomas C. Davis

All right. As of 10:36 a.m. this morning, Wednesday, May 15, the polls are officially closed for each matter to be decided at this meeting. We remind stockholders that the final results from today's meeting will be included in our current report on Form 8-K that we will file with the Securities and Exchange Commission. Will the inspector of election please report the results of the balloting.

Unknown Executive

I have tallied the ballots and the results are as follows: Proposal 1, regarding the reelection of directors Tom C. Davis, Jim L. Turner, and Robert T. Wiseman as members of the Board of Directors each received the affirmative vote of a majority of the votes cast in today's election for each of the nominees.

Proposal 2, regarding the amendment to the Certificate of Incorporation as amended to permit the Board of Directors to affect their reverse stock split of the company's issued common stock received the affirmative votes of the holders of the majority of the shares entitled to vote at this meeting.

Proposal 3, regarding the amendment to the company's 2007 Stock Incentive Plan received the affirmative vote of holders of a majority of the shares present in person or by proxy and entitled to vote at this meeting. Proposal for regarding the approval on an advisory basis of the company's executive compensation received the affirmative vote of the holders of majority of the shares present and in person or by proxy and entitled to vote at this meeting.

Proposal 5 regarding the ratification of the selection of Deloitte & Touche LLP as independent auditors for 2013 received the affirmative vote of holders of a majority of the shares present in person or by proxy and entitled to vote at this meeting.

Proposal 6, our stockholder proposal relating to limiting the accelerated vesting of equity awards upon change of control did not receive the affirmative vote of the holders of majority of the shares present in person or by proxy and entitled to vote at this meeting.

Proposal 7, a stockholder proposal relating to the retention of equity awards did not receive the affirmative vote of the holders of majority of the shares present in person or by proxy and entitled to vote at this meeting.

Proposal 8, a stockholder proposal relating to the adoption of a policy urging the company suppliers to discontinue dehorning of cattle did not receive the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at this meeting.

And Proposal 9, a stockholder proposal relating to the appointing the independent Chairman of the Board did not receive the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at this meeting. Accordingly, Proposals 1, 2, 3, 4 and 5 have been approved and proposals 6, 7, 8 and 9 have not been approved.

Thomas C. Davis

Thank you, sir. I would now like to introduce Dan Berner from Deloitte & Touche LLP, who's available to answer questions. Are there any questions for Deloitte and Touche? Thank you, Dan. I would now like to invite Mr. Tanner to join me at the podium and we'll be happy to answer any general questions you may have.

Question-and-Answer Session

Thomas C. Davis

Yes, sir? Wait for a mic and I'll remind you, you've got 3 minutes allotted.

Unknown Shareholder

This won't even take 1 minute.

Thomas C. Davis

Okay. Good.

Unknown Shareholder

As a shareholder who would like to be an informed shareholder, last year, we asked for a percentage on this voting and I would like to know how much each of these directors received. Was is it overwhelming that we want these directors here, overwhelming that we wanted the dehorning or just give us some specifics so that we know how shareholders are feeling about these important issues.

Gregg A. Tanner

Yes. Sir, what we do, the transfer agent would be willing to meet with you and show you all of the results but they will be filed in our 8-K that will come out tomorrow.

Unknown Executive

And the results that we have currently are preliminary. The final results are reported in the Form 8-K [indiscernible].

Thomas C. Davis

I would add, parenthetically, they were overwhelming results. Any other questions? If there are no further questions then the business for which this meeting was convened is now complete and the meeting is adjourned. But before we depart, I'd be remiss if I didn't recognize the outstanding contributions of 4 board members who resigned with the announcement of the WhiteWave spinoff on May 1. First, we've recognized board members Steve Green, Joe Harden and Doreen Wright. And we are very grateful for your service and appreciate your leadership. We will miss you. I also want to give special recognition to Gregg Engles, founder and former Chairman and CEO of Dean Foods. Gregg also resigned on May 1 to turn his attention fully to his responsibilities at WhiteWave. We want to recognize Gregg for his vision of what Dean Foods could become, for his skill and spirit that built this company into what it is today and his continual drive to create shareholder value. I'd like to ask Gregg to stand up and let's give him a big round of applause. Our meeting is now adjourned. Thanks for attending the meeting today and for your continued support of our company. We look forward to seeing you in May of 2014. Good day.

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