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EX-3 - EX-3 - WHITEWAVE FOODS Coexhibit1.htm






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   August 21, 2013

The WhiteWave Foods Company
(Exact name of registrant as specified in its charter)

Delaware 001-35708 46-0631061
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
1225 Seventeenth Street, Suite 1000, Denver, Colorado   80202
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (303) 635-4500

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:

[  ]  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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 21, 2013, the Board of Directors of The WhiteWave Foods Company (the "Company"), acting upon the recommendation of its Nominating and Corporate Governance Committee, approved an amendment to, and restated, the Company's Amended and Restated By-laws (as so amended and restated, the "By-laws"), which became effective immediately upon approval. Article II, Section 2.2 of the By-laws was amended to provide that a person shall not qualify to serve as a director of the Company if he or she is a party to any compensatory or financial arrangement with a third party, or has received any such compensation from a third party, in connection with his or her candidacy or service as a director (subject to certain exceptions for indemnification and expense reimbursement arrangements and pre-existing employment agreements). Article I, Sections 1.10(b) and 1.11(b), of the By-laws also were amended to delete outdated references to the Company's 2013 annual meeting.

The foregoing description of the Company's By-laws is not complete and is subject to and qualified in its entirety by reference to the Amended and Restated By-laws, a copy of which is attached as Exhibit 3 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

The By-laws of the Company, as Amended and Restated on August 21, 2013, are attached as Exhibit 3.


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.

    The WhiteWave Foods Company
August 23, 2013   By:   Roger E. Theodoredis
        Name: Roger E. Theodoredis
        Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.   Description

  Amended and Restated By-laws of The WhiteWave Foods Company dated August 21, 2013