Human Capital & Careers

SEC Clears Dean Foods of Backdating

The regulator takes no enforcement action against the company, six months after making an informal inquiry into its option-granting process.
Sarah JohnsonMay 11, 2007

The Securities and Exchange Commission has dropped its informal investigation of Dean Foods’ option-granting process, the food and beverage company announced on Thursday.

The SEC notified the Dallas-based company on May 7 that the regulator had ended its informal inquiry without any enforcement action. Dean disclosed this fact in its quarterly filing with the SEC.

Last summer, Dean Foods became one of more than 140 companies that have been associated with the backdating scandal. Two shareholder derivative lawsuits were filed against the company in July and October in the district court of Dallas County, alleging that current and former executives and managers had been involved in allowing the improper dating of stock option grants to occur. Those lawsuits’ claims were dismissed earlier this year, Dean said in its regulatory filing on Thursday. There were no cash payments made as part of the settlement except for attorney fees, the company added.

Prompted by the lawsuits, Dean Foods created a special committee of its independent directors to look into the allegations last fall. Around the same time, the company announced that it was cooperating with an SEC informal inquiry. Dean’s internal review determined that management had not done anything fraudulent.