UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

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The WhiteWave Foods Company

(Name of Registrant as Specified In Its Charter)

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April 1, 2015

Dear Fellow Stockholders,

It is my pleasure to invite you to attend The WhiteWave Foods Company’s 2015 Annual Meeting of Stockholders on Thursday, May 14, 2015 at 9:30 a.m. (MDT), at the History Colorado Center, MDC/Richmond Terrace Room, 1200 Broadway, Denver, Colorado 80203. At the Annual Meeting, we will vote on the proposals described in this Proxy Statement and present a brief report on our business performance during 2014. We will conclude the meeting by inviting you to ask questions and express your views to the members of senior management and our Board of Directors who will be present.

Let me take this opportunity to share some of WhiteWave’s 2014 highlights and future plans.

In 2014, we made great strides in advancing our mission, which is to change the way the world eats for the better. By creating and building authentic brands that change the marketplace and the way consumers think about our categories, we are positioned where consumers are headed.

Consumer acceptance of our brands is evident in our 2014 financial performance. We reported record net sales of $3.4 billion, a 35% increase over 2013, and adjusted operating income of over $300 million, up 45% from a year ago. We also continued to benefit from our increased scale, capital investments in the supply chain and rigorous expense management to significantly expand our operating margin and generate adjusted earnings per share to $1.00, a 36% gain from last year, excluding our investment in the China JV, which was equivalent to $0.05 of adjusted earnings per share.

In addition to delivering record financial results in 2014, we completed two important acquisitions, launched several new and innovative products, successfully expanded our brands into new categories and built plants in China and Dubois, PA. WhiteWave has been the fastest growing food company in the U.S. for the past four years by nurturing what were once small, exciting brands into market-leading successes. Our Europe business expanded its leading market share to more than 42% in its core countries in 2014.

Looking ahead, we want to continue our growth trajectory and further shape the company by entering new categories, investing more in research and development and our supply chain, expanding our reach beyond current geographies and stimulating our collective creativity to fuel even greater growth and magnify stockholder value. We have a robust pipeline of new products, along with the scale and resources to help redefine consumer preferences for nutritious, great-tasting and accessible foods and beverages.

We appreciate the confidence you have placed in us through your investment in WhiteWave, and we look forward to seeing you at the meeting.

Sincerely,

Gregg L. Engles

Chairman of the Board and Chief Executive Officer

Your vote is important. We encourage you to submit your vote now, whether or not you plan to attend the meeting.

NOTICE OF STOCKHOLDERS’ MEETING

The 2015 Annual Meeting of Stockholders of The WhiteWave Foods Company, a Delaware corporation, will be held on Thursday, May 14, 2015, at 9:30 a.m. (MDT), at the History Colorado Center, MDC/Richmond Terrace Room, 1200 Broadway, Denver, Colorado 80203 for the following purposes:

Only stockholders of record at the close of business on March 18, 2015 are entitled to notice of and to vote at the Annual Meeting.

Your vote is important. Please note that if you hold your shares through a broker, your broker cannot vote your shares on the election of directors or the approval of the Amendment and Restatement of The WhiteWave Foods Company 2012 Stock Incentive Plan in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

This Notice and the accompanying Proxy Statement are first being mailed to stockholders on or about April 1, 2015.

April 1, 2015

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL STOCKHOLDERS’ MEETING TO BE HELD ON MAY 14, 2015

WhiteWave’s Proxy Statement and Annual Report to Stockholders for the fiscal

year ended December 31, 2014 are available at www.whitewave.com.

TABLE OF CONTENTS

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PROXY STATEMENT SUMMARY

We provide below highlights of certain information in this Proxy Statement. This is only a summary, so please refer to our complete Proxy Statement and 2014 annual report on Form 10-K before you vote.

2015 ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

CORPORATE GOVERNANCE

Our Corporate Governance Policies Reflect Best Practices

See “Corporate Governance” for more details regarding our corporate governance practices and executive compensation program.

STOCKHOLDER ENGAGEMENT

We believe that maintaining positive relationships with our stockholders is critical to WhiteWave’s long-term success. We value the views of our stockholders and other stakeholders, and we solicit input throughout the year on topics such as portfolio strategy, corporate governance, transparent public disclosure, executive compensation, sustainability and corporate social responsibility. See “Executive Compensation–Stockholder Engagement Program” for examples of our recent engagement activities.

INFORMATION ABOUT THE WHITEWAVE FOODS COMPANY

The WhiteWave Foods Company (“WhiteWave”, the “Company”, “we”, “us” or “our”) is a leading consumer packaged food and beverage company that manufactures, markets, distributes, and sells branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic salads, fruits and vegetables throughout North America and Europe. We also hold a 49% ownership interest in a joint venture that manufactures, markets, distributes, and sells branded plant-based beverages in China. The address of our principal executive office is 1225 Seventeenth Street, Suite 1000, Denver, CO 80202 and our telephone number is +1.303.635.4500. Our corporate Web site is at www.whitewave.com. Information contained on our Web site does not constitute part of this Proxy Statement.

INFORMATION ABOUT THE ANNUAL MEETING

Information About Attending the Annual Meeting

Our Annual Meeting will be held on Thursday, May 14, 2015, at 9:30 a.m. (MDT), at the History Colorado Center, MDC/Richmond Terrace Room, 1200 Broadway, Denver, Colorado 80203. The telephone number of the History Colorado Center is +1.303.447.8679. The doors to the meeting room will open for admission at 9:00 a.m. Directions to the meeting location are posted at www.whitewave.com.

Proof of stock ownership and some form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual Meeting. Only stockholders who own WhiteWave common stock as of the close of business on March 18, 2015 will be entitled to attend the meeting. If you are a stockholder of record as of March 18, 2015 and you plan to attend the Annual Meeting, please save your Notice of Electronic Availability or proxy card, as the case may be, and bring it to the Annual Meeting as your admission ticket. If you plan to attend the meeting but your shares are not registered in your name, you must bring evidence of stock ownership as of March 18, 2015, which you may obtain from your bank, stockbroker or other adviser, to be admitted to the meeting. No cameras, recording devices or large packages will be permitted in the meeting room.

Under appropriate circumstances, we may provide assistance or a reasonable accommodation to attendees of the Annual Meeting who require assistance to gain access to the meeting or to receive communications made at the meeting. If you would like to request such assistance or accommodation, please contact our Investor Relations Department at investor.relations@whitewave.com, at 1.303.635.4747 or at The WhiteWave Foods Company, 1225 Seventeenth Street, Suite 1000, Denver, CO 80202. Please note that we may not be able to accommodate all requests.

Information about this Proxy Statement

Why You Received this Proxy Statement. You have received these proxy materials because WhiteWave’s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.

Notice of Electronic Availability of Proxy Statement and Annual Report. As permitted by SEC rules, WhiteWave is making this Proxy Statement and its annual report available to its stockholders electronically via the Internet. On April 1, 2015, we began mailing to our stockholders of record as of the close of business on March 18, 2015 a Notice of Electronic Availability (the “Notice”) containing instructions on how to access this Proxy Statement and our annual report online, and we began mailing these proxy materials to those stockholders who previously opted out of Internet access. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and annual report online. The Notice also instructs you

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on how you may submit your proxy over the Internet. If you own WhiteWave common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one Notice or set of these proxy materials. To assist us in saving money and to serve you more efficiently, we encourage you to have all your accounts registered in the same name and address by contacting Broadridge toll-free at +1.800.542.1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Householding and Summary Processing. SEC rules permit us to deliver a single Notice or set of Annual Meeting materials to one address shared by two or more of our stockholders, which is referred to as “householding,” and to print an individual’s multiple accounts on a single Notice or set of Annual Meeting materials, which is referred to as “summary processing.” Both of these delivery methods may result in cost savings. To take advantage of this opportunity, we have delivered only one Notice or set of Annual Meeting materials to multiple stockholders who share an address and we have summarized on one Notice or set of Annual Meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholders before the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or Annual Meeting materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice or Annual Meeting materials, you may contact Broadridge toll-free at +1.800.542.1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices or Annual Meeting materials for your household, please contact Broadridge at the above telephone number or address.

Information About Voting

Stockholders can vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EDT) on May 13, 2015. We encourage you to submit your proxy now (by telephone, Internet or by mail) even if you plan to attend the meeting in person. Broadridge Investor Services will count the votes and act as inspector of election.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record as to how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to

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stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

Please note that if you hold your shares through a broker, your broker cannot vote your shares on the election of directors or for approval of the Amendment and Restatement of our 2012 Stock Incentive Plan in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against both, one or none of the nominees for director and whether your shares should be voted for or against each of the other proposals. If you sign and return the proxy card without indicating your instructions, your shares will be voted as follows:

You may revoke or change your proxy before the meeting for any reason by (1) if you are a registered stockholder (or if you hold your shares in “street name” and have a proper legal proxy from your broker), voting in person at the Annual Meeting, (2) submitting a later-dated proxy, either by telephone or online (your last vote before the meeting begins will be counted), or (3) sending a written revocation that is received before the meeting to WhiteWave’s Corporate Secretary, Roger E. Theodoredis, at The WhiteWave Foods Company, 1225 Seventeenth Street, Suite 1000, Denver, CO 80202.

Each share of WhiteWave common stock is entitled to one vote. The record date for determining stockholders entitled to notice of and to vote at the Annual Meeting is March 18, 2015. As of March 18, 2015, there were 175,029,293 shares of WhiteWave common stock outstanding and no other classes of capital stock outstanding.

Quorum Requirement

A quorum is necessary to hold a valid meeting. A quorum will exist if stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting are present, in person or by proxy. Abstentions and broker “non-votes” are counted as present for purposes of determining whether a quorum exists. A broker “non-vote” occurs when a bank or broker holding shares for a beneficial owner does not vote on a proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under current New York Stock Exchange (“NYSE”) rules, banks and brokers would have discretionary voting power for the ratification of the appointment of Deloitte & Touche LLP as our independent auditor for 2015 (Proposal 3), but not for voting on the election of directors (Proposal 1) or the amendment and restatement of our 2012 Stock Incentive Plan (Proposal 2).

Required Votes for Action to be Taken

Two directors have been nominated for election to our Board of Directors at the Annual Meeting. WhiteWave’s By-laws provide that, in uncontested elections, each director must be elected by the majority of the

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votes cast with respect to such director. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee in order for that nominee to be elected. Only votes “for” or “against” are counted as votes cast with respect to a director. Abstentions and broker non-votes will have no effect. If a nominee who currently is serving as a director does not receive the affirmative vote of at least a majority of the votes cast, Delaware law provides that the director would continue to serve on WhiteWave’s Board as a “holdover director.” However, under our Corporate Governance Principles, each holdover director is required to tender his or her resignation to the Board promptly after the stockholder vote has been certified. Under our Principles, the Nominating and Corporate Governance Committee (excluding the director who tendered the resignation, if applicable) will decide whether to accept the director’s resignation or whether other action should be taken, and publicly disclose its decision and rationale, within 90 days.

For each proposal other than the election of directors, the affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of common stock present or represented at the meeting and voting on the matter in order to be approved. Abstentions will have no effect on these proposals.

Other Business to be Considered

The Board of Directors does not intend to present any business at the Annual Meeting other than the proposals described in this Proxy Statement and knows of no other matters that are likely to be brought before the meeting. However, if any other matter properly comes before the Annual Meeting, your proxies will act on such matter in their discretion.

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CORPORATE GOVERNANCE

Corporate Governance Principles

WhiteWave’s Corporate Governance Principles contain general guidelines regarding the functions of WhiteWave’s Board of Directors and Board Committees. The Principles are available at www.whitewave.com on the “Investor Relations” page under the link “Corporate Governance.”

Director Independence

Under applicable NYSE rules, a director qualifies as “independent” only if the Board of Directors affirmatively determines that he or she has no material relationship with WhiteWave (either directly or as a partner, stockholder or officer of an organization that has a relationship with WhiteWave). Our Board of Directors must conduct an annual assessment of the independence of each member of our Board of Directors, taking into consideration all relationships between WhiteWave and/or our officers, on the one hand, and each director on the other, including the director’s commercial, economic, charitable and family relationships, and such other criteria as our Board of Directors may determine from time to time.

In making its independence determinations, the Board considered whether any of the directors was or is a party to certain types of relationships and transactions. See “Review of Related Person Transactions” in this Proxy Statement. In March 2015, our Board determined that the following members of our Board of Directors are “independent,” as that term is used in the NYSE rules and our Corporate Governance Principles: Michelle P. Goolsby, Stephen L. Green, Joseph S. Hardin, Jr., Mary E. Minnick, and Doreen A. Wright. Gregg L. Engles was determined to not be an independent director because he currently serves as the Chief Executive Officer of our Company. In addition, the Board has determined that Ms. Goolsby, Mr. Green, Mr. Hardin, and Ms. Wright are independent for audit committee purposes under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Board has determined that Mr. Green, Ms. Goolsby, Mr. Hardin and Ms. Minnick are independent after taking into account the independence considerations required by NYSE rules relating to compensation committee service.

Board Leadership Structure

Our Board of Directors is composed primarily of independent directors, as that term is defined in the NYSE rules and our Corporate Governance Principles. We have a strong and active Board of Directors that understands our business and works closely with our Chief Executive Officer and other senior management. Mr. Engles currently serves as our Chairman of the Board and Chief Executive Officer. He has served in such roles since the formation of WhiteWave in 2012 and, as Chief Executive Officer of our former parent, Dean Foods Company, was the chief strategist behind the acquisition and combination of the businesses that now comprise WhiteWave, and the spinning-off of WhiteWave into an independent company. During his tenure as Chairman and Chief Executive Officer of WhiteWave, Mr. Engles has consistently demonstrated his strong leadership of the Board and senior management, and has successfully overseen the development and execution of our annual operating plans and long-term strategic plan. Our Board believes that having Mr. Engles serve in the combined role of Chairman and Chief Executive Officer promotes unified execution of our strategic plan and facilitates information flow between management and the Board, which is essential to effective governance. The Board believes the combined role of Chairman and Chief Executive Officer, together with an independent Lead Director having the duties described below, is in the best interests of our stockholders at this time because it provides the appropriate balance between development and execution of the Company’s short- and long-term strategy and independent oversight of management.

Pursuant to our Corporate Governance Principles, the independent members of our Board of Directors appoint a Lead Director annually from among our independent directors. Joseph S. Hardin, Jr. currently serves as our Lead Director. The Lead Director: (1) in consultation with the Chairman, calls all Board meetings; (2)

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approves the schedule and agenda for all Board meetings and information sent to the Board prior to meetings; (3) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the Board; (4) acts as a liaison between the independent directors and our Chief Executive Officer; and (5) in conjunction with management, makes himself or herself available for consultation and direct communication with WhiteWave’s significant stockholders.

Mr. Engles works closely with Mr. Hardin to identify appropriate topics of consideration for the Board and to plan effective and informative meetings. The independent directors on our Board meet in executive session at the end of each regularly scheduled Board meeting and following special meetings from time to time. Mr. Hardin presides at all of these executive sessions.

All members of the Audit, Compensation, and Nominating and Corporate Governance Committees of our Board of Directors are independent pursuant to applicable NYSE and SEC rules and our Corporate Governance Principles. Therefore, oversight of critical matters such as the integrity of our financial statements, executive compensation (including the compensation of our Chief Executive Officer), and the nomination of directors and evaluation of the Board of Directors and its Committees is entrusted solely to independent directors.

Stockholder Engagement

WhiteWave strives to engage with our stockholders on an on-going basis on a variety of topics, including our financial performance, execution of our growth strategy, corporate governance practices and executive compensation programs. In early 2015 and before we finalized this Proxy Statement, we held discussions with many of our largest stockholders to solicit their input and feedback over the proposals presented in this Proxy Statement. See “Executive Compensation—Compensation Discussion and Analysis—Stockholder Engagement Program” for a description of our program.

Annual Evaluations of the Board and each Committee

Each year, the Board of Directors and each Committee conducts a self-evaluation to assess its performance and consider potential areas of improvement. This internal review, conducted over several meetings, focuses on the effectiveness of the Board and each Committee assessed against its responsibilities as set forth in WhiteWave’s Corporate Governance Principles and each Committee charter. Members of the Board and each Committee complete a detailed questionnaire soliciting feedback on matters such as fulfillment of its primary responsibilities, effectiveness of discussion and debate at meetings, the quality and timeliness of Board and Committee materials and presentations, the composition of the Board and each Committee (including experience, skills and independence of members), and effectiveness of the Board’s and each Committee’s processes. A summary of all responses is reviewed by our Chairman, Lead Director and the Chair of the Nominating and Corporate Governance Committee, and each Committee Chair reviews the responses with respect to his or her Committee. The Lead Director and each Committee Chair are expected to follow-up on any matters raised in the questionnaire and take action, as appropriate. For example, in response to the 2014 self-evaluations, the Board modified the meeting process to prioritize strategic topics, foster more robust dialogue at the meetings and increase communications between scheduled meetings.

Review of Related Person Transactions

Under our Code of Ethics, all of our directors, officers and employees are expected to make business decisions and take actions based upon the best interests of WhiteWave and not based upon personal relationships or benefits. In addition, our Board of Directors has adopted a Related Party Transaction Policy regarding the review and approval of transactions involving certain persons that SEC regulations require to be disclosed in proxy statements, which are commonly referred to as “related person transactions.” A “related person” for these purposes includes our directors and executive officers, any person who is known to be the beneficial owner of more than 5% of our common stock and any entity in which any of the foregoing persons has a greater than 10% ownership interest.

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Under our Related Party Transaction Policy, the Audit Committee of WhiteWave’s Board of Directors is responsible for reviewing and approving any related person transactions and will consider factors it deems appropriate, including: the nature of the interest of the related person in the transaction; the approximate dollar amount involved in the transaction, including the amount payable to the related person; whether the transaction may involve a conflict of interest; and the purpose of the transaction and any potential benefits to WhiteWave. The Audit Committee will approve only those transactions that are in, or are not inconsistent with, the best interests of the Company and our stockholders, as the Audit Committee determines in good faith in accordance with its business judgment.

Any transaction proposed to be entered into by WhiteWave with a related person must be reported to our General Counsel and reviewed and approved by the Audit Committee, in accordance with the terms of our Related Party Transaction Policy, prior to effectiveness or consummation of the transaction. If advance approval by the Audit Committee is not practicable under the circumstances, the Chair of the Audit Committee may approve the transaction, subject to ratification by the full committee at its next meeting. Any transaction with a related person previously approved by the Audit Committee that is ongoing in nature shall be reviewed by the Audit Committee annually. There are no related person transactions in 2014 to report in this Proxy Statement.

Role of the Board of Directors in Risk Oversight

The Board has an active role, as a whole and also at the Committee level, in overseeing management of the Company’s risk. While the Board is ultimately responsible for overall risk oversight at our Company, our three Board Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. Pursuant to its charter, the Audit Committee has primary responsibility for reviewing and discussing the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled, and for monitoring the Company’s major financial risk exposures and the steps the Company has taken to control such exposures. Our management team has implemented an enterprise risk management program to conduct an annual business risk assessment and present its findings and progress toward mitigating such risks to the Audit Committee throughout the year. The business risk assessment includes an action plan to address such risks, and the Audit Committee discusses with management the appropriateness of such strategies. The Audit Committee also is charged with overseeing risks with respect to our Related Party Transaction Policy, and with any potential conflicts of interest with directors and director nominees. The Compensation Committee is charged with ensuring that our compensation policies and procedures do not encourage risk taking in a manner that would have a material adverse impact on the Company. The Nominating and Corporate Governance Committee is charged with overseeing the process of conducting management succession planning and management development. Each Committee reports its findings to the full Board for consideration. In addition, the Board receives updates from senior management on other areas of material risk at each regularly scheduled quarterly meeting, including operational, financial, legal and regulatory, and strategic and reputational risks. These measures are designed to allow the Board to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Communications with the Board of Directors

If our stockholders or other interested parties wish to contact our Lead Director or any other member of our Board of Directors on a Board-related issue, they may write to him or her in care of Roger E. Theodoredis, Corporate Secretary, at The WhiteWave Foods Company, 1225 Seventeenth Street, Suite 1000, Denver, CO 80202. Relevant communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as business solicitations or advertisements, junk mail, mass mailings and spam, new product suggestions, product complaints or inquiries, resumes and other forms of job inquiries, or surveys. In addition, material that is threatening, illegal or similarly unsuitable will be excluded. Any communication that is screened as described above will be made available to any director upon his or her request.

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Process for Recommending or Nominating Potential Director Candidates

The Nominating and Corporate Governance Committee, with the input of the Chief Executive Officer, is responsible for recommending nominees for Board membership to fill vacancies or newly created positions and for recommending the persons to be nominated for election at the Annual Meeting. In connection with the selection and nomination process, the Committee reviews the desired experience, skills, diversity and other qualities to ensure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In connection with the process of nominating incumbent directors for re-election to the Board, the Committee also considers the director’s tenure on and unique contributions to the Board.

Our independent directors have retained, and the Nominating and Corporate Governance Committee may retain, as appropriate, search firms to assist in identifying qualified director candidates. The Nominating and Corporate Governance Committee will generally look for individuals who have displayed high ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. In considering whether to recommend any candidate to the Board, the Committee will apply the criteria set forth in our Corporate Governance Principles, which are designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company’s business. The Committee will not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, disability or sexual orientation.

Stockholders may recommend individuals to the Board of Directors for consideration as potential director candidates by submitting their names, together with appropriate biographical information (such as age, principal occupation or employment and relevant experience) and the number of shares of our common stock beneficially owned by the potential candidate to our principal executive offices at:

Board of Directors

c/o WhiteWave Corporate Secretary

1225 Seventeenth Street, Suite 1000

Denver, CO 80202

Assuming the appropriate information has been provided, the Board of Directors will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election to the Board, then his or her name will be included in the proxy statement for the next annual meeting of stockholders.

Stockholders also have the right under our By-laws to directly nominate candidates, without any action or recommendation on the part of the Board of Directors. Our By-laws require that the Company be given advance written notice of stockholder nominations for election to the Board of Directors. Such nomination must contain the information required by our By-laws with respect to the nominee and the stockholder. To be timely, a stockholder’s notice must be delivered to WhiteWave’s Corporate Secretary (i) in the case of an annual meeting, not earlier than the 120th day and no later than 5:00 P.M., Central Time, on the 90th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 20 days or delayed by more than 60 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder must be delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 P.M., Central Time, on the later of the 90th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation; or (ii) in the case of a special

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meeting at which the Board of Directors gives notice that directors are to be elected, not earlier than the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or the tenth day following the day on which notice of the date of such special meeting was mailed or public announcement of the date of the meeting was made, whichever occurs first.

Succession Planning and Management Development

The Board supports the development of the Company’s executive talent, especially the Chief Executive Officer and the senior leaders of the Company, because continuity of strong leadership at all levels of the Company is part of the Board’s mandate for delivering strong performance to stockholders. To further this goal, the executive talent development and succession planning process is integrated in the Board’s annual activities. Our Corporate Governance Principles require that our Chief Executive Officer and Executive Vice President, Human Resources provide the Board, on an annual basis, with an assessment of our senior executives and their potential to succeed our Chief Executive Officer, and an assessment of persons considered potential successors to other senior executive positions. The Board deliberates in executive session on the succession plan for the Chief Executive Officer and the ongoing evaluation of other potential succession candidates.

Management and the Board take succession planning seriously and, although the Corporate Governance Principles require an annual review, the process for management development and succession planning occurs much more frequently and involves regular interaction between management and the Board. Management regularly identifies high potential executives for additional responsibilities, new positions, promotions or similar assignments to expose them to diverse operations within the Company, and identified individuals are often positioned to interact more frequently with the Board so that directors may gain familiarity with these executives.

Code of Ethics

We maintain a Code of Ethics that applies to all of our directors, executive officers, and employees. Our Code of Ethics is posted on our corporate website at www.whitewave.com. Any amendments to or waivers of our Code of Ethics relating to our directors or executive officers that is required to be disclosed also will be posted on our website. You may request a copy of our Code of Ethics by contacting our Investor Relations Department at:

The WhiteWave Foods Company

Attention: Investor Relations

1225 Seventeenth Street, Suite 1000

Denver, CO 80202

investor.relations@whitewave.com

We have a designated compliance officer who oversees our ethics and compliance program. She provides regular reports to the Audit Committee on the program’s effectiveness and works closely with various functions to coordinate the sharing of best practices across our Company.

Availability of Committee Charters and SEC Filings

We believe that the charters adopted by the Audit, Compensation and Nominating and Corporate Governance Committees comply with applicable corporate governance rules of the NYSE. These charters and a copy of our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, as filed with the SEC, are available on our website at www.whitewave.com. Stockholders may also contact Investor Relations at The WhiteWave Foods Company, 1225 Seventeenth Street, Suite 1000, Denver, CO 80202 or at investor.relations@whitewave.com to obtain copies of the Committee charters or our Form 10-K without charge.

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DIRECTOR COMPENSATION

Following is a description of WhiteWave’s 2014 compensation program for non-management directors. Directors who are WhiteWave employees do not receive compensation for their services as directors. The Compensation Committee’s objectives are for non-management director compensation to remain competitive with the compensation paid to non-management directors of comparable companies so that we may attract and retain qualified candidates for Board service and to reinforce our practice of encouraging stock ownership by our directors. The Compensation Committee regularly reviews the compensation paid to non-management directors and recommends changes to the Board of Directors, as appropriate. In 2014, the Compensation Committee asked its independent compensation consultant to evaluate WhiteWave’s director compensation program relative to the programs of comparable company programs. Based on this evaluation, the Committee concluded that, relative to its peers, WhiteWave’s mix of director compensation is weighted heavily towards equity versus cash compensation, WhiteWave’s program is generally competitive with the broader market and WhiteWave’s stock ownership requirements for directors are rigorous, so no changes were made to the program. The following table sets forth the annual Board and Committee cash and equity retainers. Directors do not receive any meeting or attendance fees.

All annual awards of RSUs, RSAs and stock options to our non-management directors are granted on the date that our executive officers and other key employees receive annual equity grants, and are calculated based on the closing price of our common stock on that day.

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Director Compensation for 2014

Director Stock Ownership Guidelines

Our Corporate Governance Principles establish stock ownership guidelines for our non-management directors. Pursuant to such Principles, within five years of joining our Board of Directors, all non-management directors are expected to own common stock of the Company having a value of at least three times the director’s annual retainer paid for service on our Board of Directors (not including additional retainers paid to the Lead Director or committee chairs). For purposes of these Principles, a director is deemed to “own” beneficially owned shares of common stock, as well as RSAs and RSUs, whether or not any applicable restrictions have lapsed, but not unexercised stock options, whether vested or unvested.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has established certain standing committees to assist in the performance of its various functions. All Committee members are appointed by our Board of Directors upon recommendation of the Nominating and Corporate Governance Committee.

Our Board of Directors has affirmatively determined, upon recommendation of the Nominating and Corporate Governance Committee, that all of the members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent as defined under the rules of the NYSE and in accordance with our Corporate Governance Principles. The Board also has determined that all members of the Audit Committee meet the independence requirements contemplated by Rule 10A-3 under the Exchange Act and, in determining the independence of all members of our Compensation Committee, the Board took into account the additional independence considerations required by NYSE rules relating to compensation committee service.

Our Board of Directors typically meets on a quarterly basis and holds special meetings as necessary. Directors are required to regularly attend Board meetings, our Annual Meeting of Stockholders and meetings of the committees on which they serve, unless unforeseen circumstances prevent them from doing so. In 2014, all directors attended at least 75% of the meetings of the Board of Directors and the committees on which they served, and average board attendance in 2014 was 98%. All of our directors attended the 2014 annual meeting. The chart below lists the standing committees of our Board of Directors and indicates who currently serves on those committees.

The responsibilities of each of our standing committees are described below. Each of the Committees operates under a written charter; has authority to retain independent legal, accounting or other advisors, at our expense; makes regular reports to the Board of Directors; and reviews its own performance annually.

Audit Committee. The Audit Committee’s responsibilities include: appointing, approving the compensation of, and assessing the independence of our independent auditor; overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work; reviewing and discussing our annual and quarterly financial statements with management and the independent auditor; meeting regularly with members of our management and with our independent auditor outside the presence of management; overseeing our internal audit function, including the appointment and performance of our senior internal audit executive; discussing the Company’s major financial risk exposures, including our risk assessment and risk management policies; recommending policies regarding the hiring of employees from our independent auditor; establishing procedures for the receipt and retention of accounting-related complaints and concerns;

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monitoring our compliance with applicable legal and regulatory requirements; providing oversight of our policies and practices with respect to corporate social responsibility, including environmentally sustainable solutions, ethics and compliance and the management of reputation risk; pre-approving all permitted non-audit services to be performed by our independent auditor; preparing the Audit Committee report required by SEC rules, which is included in this Proxy Statement; and reviewing transactions under our Related Party Transaction Policy. The Audit Committee met 10 times in 2014.

Compensation Committee. The Compensation Committee’s responsibilities include: reviewing and evaluating the performance of the Chief Executive Officer, and approving the Chief Executive Officer’s compensation; reviewing and approving the compensation of our other executive officers and certain other senior employees and acting in an advisory role on non-executive employee compensation; setting our executive compensation policies and objectives and administering our executive compensation programs; overseeing our long-term incentive compensation programs and making final determinations regarding grants under such programs; reviewing and making recommendations to the Board with respect to director compensation; reviewing and discussing annually with management our Compensation Discussion and Analysis, which is included in this Proxy Statement; and preparing the Compensation Committee report required by SEC rules, which is included in this Proxy Statement.

The Compensation Committee met five times in 2014. Additional information regarding the processes and procedures followed by the Compensation Committee in considering and determining executive and director compensation is provided under the heading “Executive Compensation—Compensation Discussion and Analysis” in this Proxy Statement.

Nominating and Corporate Governance Committee. The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve as Board members and consider, develop, and make recommendations to the Board of Directors regarding corporate governance principles generally and the appropriate size, function, and operation of the Board and its Committees to optimize the effectiveness of the Board. The Nominating and Corporate Governance Committee’s responsibilities include: developing and recommending to the Board of Directors the criteria for Board membership; reviewing periodically our Corporate Governance Principles; reviewing and making recommendations to the Board of Directors with respect to the process of conducting management succession planning and management development; identifying, evaluating, recommending and recruiting candidates to fill new or open positions on the Board of Directors and reviewing candidates recommended by stockholders; conducting the appropriate inquiry into the backgrounds and qualifications of potential candidates; considering possible conflicts of interest of Board members and executive officers; and recommending Board Committee members and director development.

The Nominating and Corporate Governance Committee met four times in 2014. The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described below under the heading “Process for Recommending or Nominating Potential Director Candidates.”

Executive Committee. In 2013 the Board of Directors established an Executive Committee comprised of Gregg L. Engles, Chair, Stephen L. Green and Joseph S. Hardin, Jr. The purpose of the Committee is to exercise the authority of the Board on matters delegated to it by the Board from time to time and to exercise the powers of the Board between regular meetings of the Board, as needed. The Executive Committee meets on a periodic basis, as needed, and did not meet in 2014.

Review of Risk in our Compensation Programs

We have reviewed our compensation policies and practices for our employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on our Company. We reviewed our conclusion with our Compensation Committee, which believes that the mix and

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design of the elements of our compensation program are appropriate and encourage executive officers and key employees to strive to achieve goals that benefit our Company over the long term. By targeting both Company-wide goals and business unit goals where appropriate for short-term incentive compensation, and by using benchmarks to our peer groups for long-term incentive compensation, we believe we have allocated our compensation among base salary and short- and long-term compensation target opportunities in a manner that does not encourage excessive risk-taking by our employees.

Independent Compensation Consultant

In late 2013, after the completion of WhiteWave’s separation from Dean Foods, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant to advise the Compensation Committee with respect to WhiteWave’s 2014 STI Plan and, beginning with 2015, all of our compensation programs for non-management directors, executive officers, and senior executives.

Meridian has not provided, and is not expected to provide, advice or assistance to WhiteWave in any areas other than executive compensation. In addition, the Compensation Committee considered the independence of Meridian in light of SEC rules and NYSE listing standards requiring compensation committees to assess the independence of their compensation consultant, legal counsel and other advisors prior to receiving advice from them. The Compensation Committee received a letter from Meridian addressing its independence, including the factors contained in the NYSE listing standards. The Compensation Committee concluded that the services provided by Meridian in 2014 do not raise any conflicts of interest.

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PROPOSAL ONE: ELECTION OF DIRECTORS

DECLASSIFICATION OF THE BOARD

Our Board of Directors currently consists of six directors who are divided into three classes, with each director serving a three-year term. Our Charter provides for the declassification of our Board of Directors over a three-year period, with such declassification beginning this year and being completed in 2017. As a result, each director elected at the Annual Meeting and at each future annual meeting will serve for a one-year term. If the two nominees listed below are elected at the Annual Meeting, four directors will stand for re-election at the 2016 annual meeting of stockholders and all six directors will stand for re-election at the 2017 annual meeting of stockholders.

DIRECTORS STANDING FOR RE-ELECTION

At the Annual Meeting, stockholders will vote for the two nominees listed below to serve for a one-year term until the 2016 annual meeting of stockholders and the election and qualification of his or her successor, or until such director’s earlier death, disqualification, resignation or removal. Proxies cannot be voted for a greater number of persons than the nominees named below. Each of the nominees listed below is currently a member of our Board of Directors and has agreed to stand for re-election. Doreen A. Wright initially was elected to our Board by Dean Foods Company, the former stockholder of WhiteWave, in connection with our initial public offering, and Mary E. Minnick initially was recommended to our Board by an executive recruiting firm retained to assist the Board in identifying prospective director candidates. There are no family relationships among our directors, or between our directors and executive officers. Ages are as of the date of the Annual Meeting.

Mary E. Minnick

Director since December 2012

Ms. Minnick, age 55, was appointed to our Board of Directors in December 2012. Since May 2007, she has been a Partner of Lion Capital, a consumer-focused private investment firm. Prior to joining Lion Capital, Ms. Minnick served in a variety of global executive positions with The Coca-Cola Company, a global beverage company, from 1983 to February 2007, including serving as Executive Vice President and President of Marketing, Strategy and Innovation and Chief Operating Officer of Asia responsible for 38 countries. Ms. Minnick also serves on the board of directors of Target Corporation, where she serves on the Audit and Corporate Responsibility Committees, and on the supervisory board of Heineken NV, where she serves on the Americas Committee and the Remuneration Committee.

We believe Ms. Minnick is qualified to serve as a director because she can provide our Board with substantial expertise in building brand awareness and in effectively managing product development, marketing, distribution, and sales on a global scale. In addition, through her current position with Lion Capital, she can provide our Board with additional insights into consumer marketing trends outside the United States.

Doreen A. Wright

Director since August 2012

Ms. Wright, age 58, was appointed to our Board of Directors in August 2012. Ms. Wright currently works as an information technology and business transformation consultant. She previously served as Senior Vice President and Chief Information Officer of Campbell Soup Company, a global food company, from 2001 to 2008, and as Interim Chief of Human Resources for Campbell Soup Company in 2002. Prior to that, Ms. Wright served as Executive Vice President and Chief Information Officer for Nabisco Inc., a cookie and snacks company, from 1999 to 2001 and, from 1995 to 1998, held the position of Senior Vice President, Operations & Systems, Prudential Investments, for Prudential Insurance Company of America. Prior to that she held various positions with American Express Company, Bankers Trust Corporation, and Merrill Lynch & Co. From 2009 to May 1, 2013,

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she served on the board of directors of Dean Foods Company, where she served on the Audit and Governance Committees. Ms. Wright currently serves on the board of directors of Crocs, Inc., a global leader in innovative, casual footwear, where she chairs the Compensation Committee. She also serves on the board of directors of New Hope Arts, Inc., a regional nonprofit arts center. Ms. Wright previously served on the boards of directors of Citadel Broadcasting Corporation from 2010 to 2011, where she chaired the Compensation Committee; The Oriental Trading Company from 2008 to 2011, where she served on the Audit and Compensation Committees; Yankee Candle Company from 2003 to 2007, where she served on the Compensation and Audit Committees; and Conseco, Inc. from 2007 to 2010, where she served on the Audit and Enterprise Risk Committee.

We believe that Ms. Wright is qualified to serve as a director because she brings more than 30 years of leadership experience in the financial services and consumer products industries, with emphasis in the area of information technology, operations, and human resources. Ms. Wright also has extensive experience as a public company director, including service on Audit, Compensation, and Corporate Governance committees.

Our Board of Directors unanimously recommends that you vote FOR the election of Ms. Minnick and Ms. Wright.

DIRECTORS CONTINUING IN OFFICE

In addition to the two directors nominated for election at the Annual Meeting, the following persons currently serve on our Board of Directors:

Gregg L. Engles

Chairman of the Board of Directors and Chief Executive Officer

Director since August 2012

Mr. Engles, age 57, has served as our Chairman of the Board of Directors and Chief Executive Officer since August 2012. Mr. Engles previously served as the Chief Executive Officer of Dean Foods Company, a leading beverage company and former parent company of WhiteWave, from the formation of Dean Foods in October 1994 until WhiteWave’s initial public offering in October 2012. Mr. Engles also serves on the board of trustees of Dartmouth College, where he serves on the Student Affairs Committee and the Advancement Committee, and on the board of directors of the Grocery Manufacturers of America, where he serves on the Executive Committee. He previously served as a director and as Chairman of the Board of Dean Foods and on the board of directors of Treehouse Foods, Inc.

Mr. Engles is uniquely qualified to serve as our Chairman and Chief Executive Officer. As the founder and former Chief Executive Officer and Chairman of the Board of Dean Foods Company, he has been the principal architect of our Company’s business platforms, having built Dean Foods’ WhiteWave-Alpro segment through a series of successful strategic acquisitions. Thus, he has unmatched experience with our Company’s business and a deep knowledge of the food and beverage industry.

Mr. Engles’ term as a director will expire in 2017.

Michelle P. Goolsby

Director since November 2012

Ms. Goolsby, age 57, was appointed to our Board of Directors in November 2012. Since 2008, she has been a Venture Partner and a member of the Investment Committee of Greenmont Capital Partners, a private equity firm based in Boulder, Colorado, which focuses on investments in the natural products industry. From 1998 to 2008, Ms. Goolsby held multiple offices with Dean Foods Company, a leading beverage company, including Executive Vice President, General Counsel and Chief Administrative Officer, and Executive Vice President, Development, Sustainability and Corporate Affairs. Before joining Dean Foods, she spent more than 13 years in private law

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practice with two major Texas law firms, specializing in mergers and acquisitions, public and private securities offerings and other capital markets transactions. Ms. Goolsby also serves on the board of directors of Capstead Mortgage Corporation, a real estate investment trust, where she serves on the Audit Committee and as chair of the Compensation Committee; SACHEM Inc., a private chemical science company, where she serves on the Strategic Planning and HR/Compensation Committees; and Vitamin Angels Alliance, Inc., where she formerly chaired the board of directors and currently serves on the Audit Committee and as chair of the Compensation Committee. Ms. Goolsby is a Founding Member of the Center for Women in Law at the University of Texas School of Law and a former Trustee of the Law School Foundation. She is also a member of National Association of Corporate Directors, Women Corporate Directors and the Texas State Bar and American Bar Associations.

Ms. Goolsby acquired a deep knowledge of our business, and the food and beverage industry generally, during her 10-year tenure with Dean Foods, which included the period during which our business was built through a series of acquisitions. We believe that this unique knowledge, plus her broad experience in the areas of legal, corporate development, sustainability, corporate governance, human resources, and communications, qualifies her to serve on our Board of Directors.

Ms. Goolsby’s term as a director will expire in 2016.

Stephen L. Green

Director since August 2012

Mr. Green, age 64, was appointed to our Board of Directors in August 2012. From November 1991 until his retirement in December 2012, Mr. Green was a partner with Canaan Partners, a venture capital firm. From 1985 until 1991, Mr. Green served as Managing Director of the Corporate Finance Group at GE Capital, the financial services unit of General Electric, a multinational conglomerate. Mr. Green previously served on the board of directors of Dean Foods Company from 1994 to May 1, 2013, where he chaired the Compensation Committee; and The Active Network, Inc., a software firm, from 2001 to 2013, where he served on the Compensation Committee and chaired the Audit Committee. He also serves on the board of directors of a privately held company, Caris Life Sciences, the parent company of Caris Diagnostics and Caris Molecular Diagnostics, where he chairs the Audit Committee.

Mr. Green has a broad background in financing companies involved in manufacturing, retail, radio, television, cable broadcasting, and financial services. During his 25-year career in private equity, he has analyzed hundreds of financial statements and served on numerous boards of directors. In addition, Mr. Green held a variety of financial roles over a 12-year period at General Electric, including a five-year term as a Corporate Auditor. Mr. Green also served as Chairman of the Audit Committee at Advance PCS, a NYSE-listed Fortune 500 company, from 1993 to 2005. We believe that that Mr. Green is qualified to serve as our director because his comprehensive experience and responsibility for financial and accounting issues will serve the Company well in his role as a director and a member of the Audit Committee.

Mr. Green’s term as a director will expire in 2016.

Joseph S. Hardin, Jr.

Director since August 2012

Mr. Hardin, age 70, was appointed to our Board of Directors in August 2012. From 1997 until his retirement in 2001, he served as Chief Executive Officer of Kinko’s, Inc., a leading provider of printing, copying, and binding services. From 1986 to 1997, Mr. Hardin held a variety of positions with increasing responsibility at Wal-Mart Stores, Inc., a leading retailer, ultimately serving as its Executive Vice President and as the President and Chief Executive Officer of Sam’s Club, the wholesale division of Wal-Mart Stores, Inc. Mr. Hardin

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previously served on the boards of directors of PetSmart, Inc. until it was taken private in March 2015, where he served on the Corporate Governance and Compensation Committees; Dean Foods Company from 1998 to May 1, 2013, where he served on the Compensation and Executive Committees; and American Greetings Corporation from 2004 to June 2009.

Mr. Hardin’s qualifications include serving as chief executive officer of three different companies with market capitalizations ranging from $2.0 billion to $22.0 billion. He has also previously served on the board of, and as a supply chain consultant to, American Greetings Corporation. We believe that Mr. Hardin is qualified to serve as a director because he has wide ranging leadership experience, including leadership roles with Wal-Mart Stores, Inc., our largest customer.

Mr. Hardin’s term as a director will expire in 2017.

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PROPOSAL TWO: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE WHITEWAVE FOODS COMPANY 2012 STOCK INCENTIVE PLAN

On March 13, 2015, the Company’s Board of Directors (the “Board”) approved an amendment and restatement (the “Amendment and Restatement”) of the Company’s 2012 Stock Incentive Plan (the “2012 SIP”). The Amendment and Restatement would, among other things, increase the total number of shares available for issuance under the 2012 SIP from 20,000,000 to 26,850,000. The Board approved the Amendment and Restatement subject to approval by the Company’s stockholders. If the Amendment and Restatement is not approved by stockholders, the Company will continue to operate the 2012 SIP pursuant to its current provisions.

Purposes of the Amendment and Restatement

The Board approved the Amendment and Restatement to increase the number of shares available for future issuances, as well as to make the other changes described below under “Changes Effectuated by the Amendment and Restatement.”

As of March 13, 2015, a total of 3,999,397 shares of the Company’s common stock remained available for issuance under the 2012 SIP. The Amendment and Restatement would increase the aggregate number of shares reserved from 20,000,000 to 26,850,000. Accordingly, if the Amendment and Restatement is approved, 10,849,397 shares of the Company’s common stock will remain available for issuance. Under the terms of the 2012 SIP, this number may be increased to the extent that awards previously made under the 2012 SIP expire without having been exercised, are canceled, forfeited or terminated or otherwise are settled without the issuance of any shares, subject to the limitations described further below under “Changes Effectuated by the Amendment and Restatement.”

Given the limited number of shares that currently remain available under the 2012 SIP, our Board and management believe it is important that the Amendment and Restatement be approved in order to maintain the Company’s ability to attract and retain key personnel and continue to provide them with strong incentives to contribute to the Company’s future success. The Compensation Committee consulted its independent compensation consultant, Meridian, regarding the appropriate number of additional shares to request and also considered factors such as the cost, potential dilution, historical and estimated future share usage and our stock price and volatility. The actual duration of the share pool will depend on various factors that currently are unknown, including our future share price, growth in the number of employees who are eligible to participate in the plan and the forms of long-term incentive equity awards granted. We currently anticipate that if the Amendment and Restatement is approved, the additional shares added thereby will enable us to continue to make annual, new hire and promotion grants of long-term incentive equity award grants for approximately four to five years.

Approval of the Amendment and Restatement will also constitute re-approval, for purposes of Section 162(m) of the Internal Revenue Code (the “Code”), of the material terms of the performance measures contained in the 2012 SIP (described below) that may be used in connection with awards under the 2012 SIP that are intended to qualify as “performance-based” compensation for purposes of Section 162(m). One of the conditions for compensation to be considered “performance-based” under Section 162(m) is that the material term under which such compensation will be paid (the class of eligible employees, performance criteria and the per-person maximums) be disclosed and approved by stockholders every five years. While the Amendment and Restatement is intended to allow for certain compensation to qualify as “performance-based” under Section 162(m), the Compensation Committee has authority under the 2012 Plan and reserves the right to award or approve compensation that is not deductible under Section 162(m) at its discretion, in order to provide competitive levels of total compensation for the Company’s executive officers in a manner designed to incentivize achievement of our strategic goals and objectives.

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Purposes of the 2012 SIP

The 2012 SIP was initially approved by the Company’s stockholders at the 2013 annual meeting of stockholders and is intended to serve the following purposes:

Under the 2012 SIP, the Company may grant:

Changes Effectuated by the Amendment and Restatement

The Amendment and Restatement would make the following changes to the 2012 SIP:

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In all other respects, the 2012 SIP remains unchanged from the version approved by stockholders at the 2013 annual meeting.

Governance Highlights of the 2012 SIP following the Amendment and Restatement

We believe the 2012 SIP and our other related governance practices and policies contain provisions that are consistent with the interests of our stockholders and with our corporate governance practices.

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Historical Annual Share Usage under the 2012 SIP

Our annual share usage under the 2012 SIP since the Company’s initial public offering in October 2012 (the “IPO”) is set forth in table below. Our average annual burn rate under the 2012 SIP since its adoption has been 1.37%, which calculation excludes WhiteWave equity that was granted upon conversion of Dean Foods equity and is based on a fully diluted, share-for-share basis.

Summary of Plan Terms following the Amendment and Restatement

The following description is qualified in its entirety by reference to the plan document, a copy of which is attached to this Proxy Statement as Annex A and incorporated herein by reference. This description describes the 2012 SIP giving effect to the Amendment and Restatement.

Eligibility

Eligibility to participate in the 2012 SIP is limited to our employees (including officers and directors who are employees), non-management directors and consultants who, in the opinion of the Compensation Committee, have the capacity to contribute to the success of the Company. As of March 13, 2015, we had approximately 4,500 employees and five non-management directors.

Administration

The Compensation Committee of our Board of Directors is responsible for administering the 2012 SIP. The Compensation Committee will, from time to time, determine the specific persons to whom awards under the 2012 SIP will be granted, the type or types of awards to be granted and the terms and conditions of each award, including, without limitation, the number of shares subject to an award, the time or times at which awards shall be granted and the terms and conditions of applicable award agreements. The Compensation Committee may delegate this authority, in its discretion, to our Chief Executive Officer or other officers, but may only delegate

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authority with respect to grants to individuals who are not our executive officers and only to the extent that such delegation is permitted under applicable law. The Compensation Committee or its designee, pursuant to the terms of the 2012 SIP, also makes all other necessary decisions and interpretations under the 2012 SIP.

Available Shares and Award Limitations

If the Amendment and Restatement is approved by stockholders, the number of shares of our common stock that will be available to be awarded under the 2012 SIP will be increased by 6,850,000 shares to an aggregate of 26,850,000 shares. The 2012 SIP provides generally that shares subject to an award that for any reason does not result in the issuance of shares will be added back to the pool of shares available for future awards, provided that the following categories of shares will not be added back: (i) shares tendered or withheld in payment of the exercise price of an option or SAR, (ii) shares delivered to or withheld by the Company for the payment of withholding taxes related to an award and (iii) shares subject to an option or SAR that are not issued or delivered upon the net exercise of such option or SAR.

The maximum number of shares of common stock that may be issued under the 2012 SIP with respect to incentive stock options is 1.0 million shares. In addition, no participant may be granted awards of restricted stock, RSUs, performance shares and performance units covering more than 2.0 million shares of common stock in any calendar year, and no participant may be granted stock options and SARs covering more than 2.0 million shares of common stock in any calendar year. These limits may be modified upon certain corporate events, including recapitalizations, in order to preserve or prevent the enlargement of benefits or potential benefits under the 2012 SIP, as may the awards themselves.

The maximum aggregate cash payment with respect to cash-based awards (including performance awards) granted in any one fiscal year that may be made to any participant shall be $10.0 million.

Performance Awards, Performance Shares and Performance Units; Performance Criteria

The Compensation Committee may grant performance awards, performance shares and performance units under the 2012 SIP that shall become earned, in whole or in part, based upon the achievement of specified performance objectives or the occurrence of other events, such as a change in control, as determined by the Compensation Committee. In administering the 2012 SIP, the Compensation Committee has the authority to determine other terms and conditions of the performance awards, performance shares and performance units, including conditioning payment on the participant’s completing a minimum period of service following the grant date. Performance awards, performance shares and performance units may be payable in cash, shares of common stock or in a combination thereof and may relate to a single-year performance period, such as an annual bonus award, or multi-year periods.

The Compensation Committee may establish performance goals applicable to any award, including performance awards, performance shares and performance units, consistent with the terms of the 2012 SIP. When establishing a performance goal, the Compensation Committee will determine the performance period over which performance against the goal will be measured and the amount of cash or number or value of shares of common stock that may be earned based on the level of the performance goal achieved. Additional provisions that relate to the setting of the performance goal, certifying achievement of performance against the goal and the amount earned, and exercising negative discretion to reduce the amount earned and that apply to awards made to certain executive officers are intended to permit the Compensation Committee to make awards that will qualify as “performance-based” compensation under Section 162(m) of the Code.

The 2012 SIP provides that the Compensation Committee may base the performance goals upon the relative or comparative attainment of one or more of the following performance criteria (whether in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies): total stockholder return (inclusive of dividends paid), stock price,

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operating earnings or margins, earnings per share, EBITDA, net earnings, net sales, return on equity, income, market share, working capital, return on investment, return on invested capital or capital employed, level of expenses, revenue, cash flow, and, in the case of persons who are not executive officers, such other criteria as may be determined by the Compensation Committee. Performance criteria may be established on a company-wide basis or with respect to one or more business units, divisions or subsidiaries. When establishing performance criteria for a performance period, the Compensation Committee may exclude any or all extraordinary or non-recurring items including, without limitation, the charges or costs associated with restructurings of the Company or any subsidiary, mergers, acquisitions, divestitures, discontinued operations, other unusual or non-recurring items, the cumulative effects of accounting changes or such other objective factors as the Compensation Committee deems appropriate.

Unless otherwise determined by the Compensation Committee or provided in an employment or individual severance agreement, if a participant’s service is terminated by reason of death, disability, or retirement during the performance period, but at least one year into the performance period, the participant will be entitled to a distribution of the same number of performance awards or performance shares, as well as the value of performance units (without proration) that would have been payable for the performance period had his service continued until the end of the performance period. If a participant’s service is terminated for any other reason (other than as a result of a change in control), performance awards, performance shares and the value of performance units relating to the relevant performance period will be immediately forfeited and canceled (unless otherwise determined by the Compensation Committee or provided in an employment or individual severance agreement). In any event, all performance awards, performance shares and the value of performance units will be immediately forfeited and canceled upon termination of service for cause.

Restricted Stock and RSUs

The Compensation Committee may grant awards of restricted stock and RSUs under the 2012 SIP. Restricted stock and RSUs are forfeitable until they vest, and the participant may not transfer the restricted stock before it vests. Unless otherwise determined by the Compensation Committee, restricted stock and RSUs will vest ratably over three years on each anniversary of the date of grant (subject to the participant’s continued service with us) or upon satisfaction of any additional conditions to vesting, such as the achievement of specified performance objectives or changes in control, as determined by the Compensation Committee in its discretion. RSUs may be settled in cash, shares of common stock or a combination thereof. Unless otherwise determined by the Compensation Committee or provided in an award, employment or individual severance agreement, if a participant’s service is terminated by reason of death, disability or retirement during the restricted period, a pro rata portion of any restricted stock or RSUs held by the participant will vest and no longer be forfeitable based on the number of full calendar months of the participant’s service at the date of termination relative to the number of months in the restricted period. If a participant’s service is terminated for any other reason (other than as a result of a change in control), any restricted stock or RSUs held by the participant will be immediately forfeited and canceled (unless otherwise determined by the Compensation Committee or provided in an employment or individual severance agreement), and, in any event, all such restricted stock and RSUs will be immediately forfeited and canceled upon termination of service for cause. The Compensation Committee shall determine whether and to what extent dividends payable on common stock will be credited, or paid currently, to a participant in respect of an award of RSUs. Unless otherwise determined by the Compensation Committee at or after the grant date, a participant holding RSUs shall not be entitled to exercise any voting rights and any other rights as a stockholder with respect to shares of common stock underlying such award.

Stock Options and SARs

The Compensation Committee may grant awards of stock options and SARs under the 2012 SIP. The stock options may be either “incentive stock options” (as that term is defined in Section 422 of the Code), which provide the recipient with favorable tax treatment, or options that are not incentive stock options (“non-qualified stock options”). The Compensation Committee has the authority to determine the terms and conditions of the stock options and SARs, including the number of shares subject to each stock option and SAR, the exercise price

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per share (which must be at least the fair market value of a share of our common stock on the date of grant, as determined in accordance with the 2012 SIP) and the conditions upon which the stock option or SAR will become exercisable. Unless otherwise determined by the Compensation Committee or provided in an award, employment or individual severance agreement, the stock options and SARs will become vested and exercisable in three approximately equal installments on each of the first three anniversaries of the date of grant (subject to the participant’s continued service with us). Stock options and SARs may also become exercisable upon satisfaction of any additional conditions to vesting, such as the achievement of specified performance objectives or a change in control, as determined by the Compensation Committee in its discretion. The exercise period for any stock options and SARs awarded under the 2012 SIP may not extend beyond ten years from the date of grant.

Stock options and SARs awarded under the 2012 SIP that vest and become exercisable may be exercised in whole or in part. The exercise price of a stock option may be paid either in cash or cash equivalents or, if permitted by the Compensation Committee, with previously acquired shares of our common stock, by means of a brokered cashless exercise or by a combination of the foregoing, provided that the consideration tendered, valued as of the date tendered, is at least equal to the exercise price for the stock options being exercised. Additionally, options may be “net exercised,” that is, the excess, if any, of the full fair market value of the shares issuable upon exercise of the options being exercised over the exercise price for such shares and the taxes associated with such exercise will be delivered in shares of common stock, without any requirement that the participant pay the exercise price.

SARs are similar to stock options, except that no exercise price is required to be paid. Upon exercise of a SAR, the participant will receive payment equal to the increase in the fair market value of a share of common stock on the date of exercise over the exercise price (fair market value on date of grant) times the number of shares of common stock as to which the SAR is being exercised. The payment will be made in cash or shares of common stock of equivalent value.

Unless otherwise determined by the Compensation Committee or provided for in an award, employment or individual severance agreement, if a participant’s service is terminated by reason of death or disability, all stock options and SARs held by the participant at the date of termination will vest and become exercisable and will remain exercisable until the earlier of (i) the second anniversary of such termination (or, for incentive stock options, the first anniversary of such termination) or (ii) the expiration date of the option or SAR. If a participant’s service is terminated for any other reason (other than as a result of a change in control), any stock options and SARs held by the participant that have not become vested and exercisable will be immediately canceled and any stock options and SARs that have become vested and exercisable will remain exercisable for 90 days following such termination. In any event, all stock options and SARs (whether or not then vested and exercisable) will be immediately canceled upon termination of service for cause.

Other Stock-Based Awards

The 2012 SIP permits the Compensation Committee to grant other forms of stock-based awards with such terms and conditions as the committee determines, including provisions relating to the impact of termination of service and a change in control. Such awards may include outright grants of shares of common stock without restriction or awards structured to meet the requirements of non-U.S. law or practice. Such awards may be settled by the issuance of shares of common stock or by a cash payment equal to the value of the shares earned under the award.

Change in Control

Except as otherwise provided in an employment or individual severance agreement or award agreement, upon a change in control (as defined in the 2012 SIP) of our Company, (1) all outstanding stock options and SARs will become immediately vested and exercisable, and (2) the restricted period of all outstanding restricted stock and RSUs will immediately lapse. In addition, in the event of a change in control all performance-based awards that (i) are assumed or continued following the change in control will vest on an accelerated basis only

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upon a qualifying termination of the award recipient (i.e., “double trigger” vesting), or (ii) are not assumed or continued will vest in full as of the date of the change in control and the performance criteria will be deemed to be satisfied at the greater of (a) 100% of the target level, with the payout pro-rated based on the time elapsed in the performance period through the date of the change in control, or (b) the actual level of performance as of the date of the change in control, without proration.

The Compensation Committee may provide that in connection with a change in control:

All amounts payable as a result of a change in control will be paid in cash or, at the discretion of the Compensation Committee, in shares of stock of any new employer.

If a change in control occurs as a result of a merger, reorganization, consolidation, or sale of all or substantially all of our assets, any participant whose service is involuntarily terminated (other than for cause) on or after the date on which our stockholders approve the transaction giving rise to the change in control will be treated for purposes of the 2012 SIP as continuing service with us until the consummation of the change in control and to have been terminated immediately thereafter.

Amendment and Termination

The Board may terminate or suspend the 2012 SIP at any time, and from time to time may amend or modify the 2012 SIP, provided that without the approval by a majority of the votes cast at a duly constituted meeting of stockholders, no amendment or modification to the 2012 SIP may (i) materially increase the benefits accruing to participants under the 2012 SIP, (ii) except as a result of an adjustment in capitalization, materially increase the number of shares of stock subject to awards under the 2012 SIP or the number of awards or amount of cash that may be granted to a participant under the 2012 SIP, (iii) materially modify the requirements for participation in the 2012 SIP, or (iv) materially modify the 2012 SIP in any way that would require stockholder approval under any regulatory requirement that the Compensation Committee determines to be applicable. Consequently, the 2012 SIP cannot be amended to remove the prohibition on re-pricing or to permit the grant of stock options or SARs at below fair market value exercise prices without stockholder approval. No amendment, modification, or termination of the 2012 SIP shall in any material way adversely affect any award previously granted under the 2012 SIP without the consent of the participant.

The 2012 SIP shall continue in effect, unless sooner terminated by the Board of Directors, until March 13, 2025, the tenth anniversary of the date on which the Amendment and Restatement was adopted by the Board of Directors, and no additional awards may be granted after that date.

Federal Income Tax Effects

The federal income tax consequences applicable to the Company and grantees in connection with awards under the 2012 SIP are complex and depend, in large part, on the surrounding facts and circumstances. Under current federal income tax laws, a participant will generally recognize income, and the Company will be entitled to a deduction, with respect to grants of performance awards, performance shares and performance units, restricted stock and RSUs, stock options, SARs and other stock-based awards as follows:

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Awards Made Under the 2012 SIP

The following table sets forth the number of awards granted under the 2012 SIP since its inception to the individuals and groups as indicated as of March 13, 2015:

Awards to be made in the future under the 2012 SIP are in the discretion of the Compensation Committee and are therefore indeterminate.

On March 23, 2015, the last reported sale price of our common stock on the New York Stock Exchange was $43.06 per share.

Our Board of Directors unanimously recommends that you vote FOR the approval of the Amendment and Restatement of The WhiteWave Foods Company 2012 Stock Incentive Plan.

Equity Compensation Plan Information Table

We only have one equity compensation plan, The WhiteWave Foods 2012 Stock Incentive Plan. The Plan was approved by our stockholders at our 2013 annual meeting and, in Proposal 2, we are asking stockholders to approve the amendment and restatement of the Plan. The following table contains certain information about the Plan as of December 31, 2014.

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PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Audit Committee of our Board of Directors has appointed Deloitte & Touche LLP to serve as our independent auditor for 2015 and is soliciting your ratification of that appointment. In deciding that the appointment of Deloitte & Touche LLP would be in the best interests of WhiteWave stockholders, the Audit Committee considered various factors, including overall fee levels, the experience and capability of the Deloitte team assigned to the WhiteWave engagement, Deloitte’s responsiveness and audit efficiency, and the value-added services provided and the strong knowledge of our business and accounting policies and practices that the Deloitte team has developed during their tenure as our independent auditor since our initial public offering.

The Audit Committee has responsibility for appointing our independent auditor and stockholder ratification is not required; however, as a matter of good corporate governance, the Audit Committee is soliciting your vote on this proposal. If the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of Deloitte & Touche LLP.

Our Audit Committee and Board of Directors unanimously recommend that you vote FOR the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent auditor for 2015.

AUDIT COMMITTEE MATTERS

Audit Fees

Deloitte & Touche LLP has served as WhiteWave’s independent auditor since its formation in 2012. In addition to performing the audit of WhiteWave’s consolidated financial statements, Deloitte & Touche also provides various other services to WhiteWave. All of the services provided by Deloitte & Touche to WhiteWave in 2014 were pre-approved by the Audit Committee. The aggregate fees and reimbursable expenses billed to WhiteWave and its subsidiaries by Deloitte & Touche in 2014 and 2013 were as follows:

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The Audit Committee has sole authority to engage and determine the compensation of the Company’s independent auditor. The Audit Committee annually pre-approves services to be provided by Deloitte & Touche, and also considers and is required to pre-approve the engagement of Deloitte & Touche for the provision of other services during the year. In addition to conducting WhiteWave’s 2014 audit, the Audit Committee has pre-authorized Deloitte & Touche to provide services to WhiteWave in connection with the following types of audit-related and tax matters:

Audit-Related Engagements

Tax Engagements

Other

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Representatives of Deloitte & Touche will be present at the Annual Meeting to make a statement, if they choose, and to respond to appropriate questions.

Audit Committee Report

We have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2014 with representatives of Deloitte & Touche and Company management. We have discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. We discussed with the Company’s most senior audit executive and with Deloitte & Touche the overall scope and plans for their respective audits. We met with the Company’s most senior audit executive and with Deloitte & Touche, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. We have also regularly reviewed and discussed the Company’s activities with respect to risk assessment and risk management, and received regular reports regarding the Company’s compliance program.

We have discussed with Deloitte & Touche the matters that are required to be discussed by Auditing Standard No. 16, as amended, as adopted by the Public Company Accounting Oversight Board (United States) (“PCAOB”).

We have received from Deloitte & Touche the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and we have discussed with Deloitte & Touche their independence.

We have considered whether the services performed by Deloitte & Touche, other than audit services or services related to the audit, are compatible with maintaining the independence of Deloitte & Touche, and we have concluded that they are. Based on our reviews and discussions with Company management and Deloitte & Touche, as described above, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

This report is presented by:

The members of the Audit Committee

Michelle P. Goolsby (Chairman)

Stephen L. Green

Joseph S. Hardin, Jr.

Doreen A. Wright

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is intended to provide investors with an understanding of our compensation policies and practices with respect to our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for the year ended December 31, 2014. These executive officers, whom we refer to as our Named Executive Officers, are:

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Stockholder value has increased significantly as a result of our strong financial results and successful execution of our strategic initiatives. Since our IPO, our share price has appreciated by 153% through March 23, 2015.

Compensation Committee Actions in 2014

The compensation paid to the Named Executive Officers in 2014 reflects WhiteWave’s strong financial performance for the year and our pay-for-performance programs. In February 2015, the Compensation Committee approved payouts under our 2014 short-term incentive (“STI”) plan, which has two components: specific financial performance measures for the corporate functions and each of our business segments, which account for 80% of the payout, and individual objectives, which account for 20% of the payout. The financial performance objectives consisted of consolidated and segment net sales, segment operating income and EPS. In 2014, the financial performance objectives were achieved within a range of 85%—128% of target performance and, based on management’s achievement of continued strong sales and earnings growth in 2014 and successful completion of several strategic transactions, the Compensation Committee concluded that all of our Named Executive Officers exceeded their respective individual objectives. As a result, the Compensation Committee approved payouts under the 2014 STI plan to our executive officers that ranged from 99% to 193% of target, which reflects our pay for performance compensation philosophy. Also, the Compensation Committee determined that the base salary of each Named Executive Officer was market competitive and made no adjustments to the Named Executive Officers’ base salaries for 2014.

Further details regarding our 2014 executive compensation program and decisions made by the Compensation Committee are described in this “—2014 Compensation Program.”

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Stockholder Engagement Program

WhiteWave is committed to driving long-term stockholder value and furthering the best interests of our stockholders. To ensure that we remain aligned with our stockholders, we strive to engage with our stockholders on an on-going basis on a variety of topics, including our financial performance, execution of our growth strategy, corporate governance practices and executive compensation programs. In early 2015 and before we finalized this Proxy Statement, we held discussions with many of our largest stockholders to solicit their input and feedback over the proposals presented in this Proxy Statement. We also had conversations with two major proxy advisory firms. Our objectives for these discussions were to:

The stockholders we spoke with generally were supportive of our overall corporate governance and executive compensation programs, and were highly supportive of the changes to our practices and programs that we are implementing in 2015. See “—Significant Compensation Practices and Recent Modifications” for a description of these changes. We intend to continue to engage with our stockholders on an on-going basis regarding our business and topics that are of interest to our stockholders, and incorporate stockholders’ feedback into our decision making process.

2014 Compensation Program

Executive Compensation Objectives

We operate in a competitive and challenging industry, where competitive compensation is important in attracting and retaining the talent we need to be successful. As a result, our compensation objectives include attracting and retaining top talent; motivating and rewarding the performance of senior executives in support of achievement of strategic, financial, and operating performance objectives; and aligning our executives’ interests with the long-term interests of our stockholders. We designed our executive compensation program to achieve these objectives by following these principles and practices:

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Components of Our Compensation Program

The components of our compensation and benefits programs for our Named Executive Officers were approved by the Compensation Committee and consist generally of the following:

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Benchmark Peer Group for Executive Compensation Purposes

2014 Benchmark Peer Group. The Compensation Committee reviews the total compensation of our competitors for purposes of assessing and establishing our compensation programs and setting base salaries, STI target levels and LTI opportunities for our Named Executive Officers. To facilitate this comparison, the Compensation Committee and its independent compensation consultant select a group of peer companies of WhiteWave to serve as a benchmark, which we refer to as the Benchmark Peer Group. For purposes of evaluating our 2014 executive compensation, the Benchmark Peer Group consisted of the following companies:

There were no changes in the Benchmark Peer Group from 2013 to 2014. The criteria considered by the Compensation Committee in selecting these peer companies included companies with revenues within a range of $1.0 billion to $6.0 billion, which resulted in median revenues of $3.0 billion, and companies in select industry categories, including consumer food products, food processing or food products, and consumer packaged goods companies.

2015 Benchmark Peer Group. In 2014, in consultation with its new independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee re-evaluated the criteria used to determine the Benchmark Peer Group, in light of WhiteWave’s current growth and development stage. As a result of this re-evaluation, the Compensation Committee refined the criteria used to select peer companies to ensure that the peer group is relevant, fairly represents WhiteWave’s business complexities and, we believe, is appropriate for executive pay comparisons. In developing the Benchmark Peer Group for 2015, the Compensation Committee considered companies that:

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For purposes of evaluating our 2015 executive compensation, the new Benchmark Peer Group is comprised of the following companies:

The Compensation Committee will evaluate, at least annually and with assistance from its independent compensation consultant, the appropriate companies to include in the Benchmark Peer Group.

Compensation Methodology

The Compensation Committee is comprised solely of non-management directors whom our Board of Directors has determined are independent within the meaning of the NYSE rules. The Compensation Committee is responsible for determining the executive compensation strategy and philosophy for WhiteWave and its subsidiaries, and reviews and approves individual compensation packages for the most senior executives of WhiteWave, including the Named Executive Officers.

Overall Compensation Philosophy

Our compensation program is designed to emphasize our performance-driven compensation philosophy and to reward individual performance, as well as to reward execution of our business strategies and the creation of value for our stockholders. Accordingly, a significant portion of each executive’s total compensation depends on the Company’s performance and on the executive’s individual performance measured against specific financial and operational objectives. In addition, a substantial portion of each executive’s compensation is delivered in the form of equity awards that tie the executive’s compensation directly to creating stockholder value.

2014 Compensation. As part of our performance-driven compensation philosophy, we strive to offer our executive officers “leading median” total compensation opportunities. For 2014, this means that we targeted (i) total cash compensation (base salary and target STI) at the 50^th to 60^th percentile of our Benchmark Peer Group and (ii) long-term incentives at the 50^th percentile of our Benchmark Peer Group, for target total direct compensation in the 50^th to 60^th percentile. The 2014 compensation opportunities for our Chief Executive Officer and Chief Financial Officer were generally aligned with our stated compensation philosophy, while the 2014 compensation opportunities for our remaining Named Executive Officers were generally above our targeted market reference point due to factors such as, performance, experience and retention concerns.

2015 Compensation. For 2015, the Compensation Committee has modified our overall compensation philosophy to increase the leverage of the long-term incentive component. Our objective is to offer our executives officers “leading median” target total cash compensation (base salary and target STI) that is at or within a competitive range of the 50^th percentile of our Benchmark Peer Group, but with a broader target total direct compensation range of between the 40^th and 75^th percentiles of our Benchmark Peer Group. Target long-term incentive compensation generally will be within the 40^th to 75^th percentile of our Benchmark Peer Group, except where the Committee adjusts long-term incentive to achieve target total direct compensation between the 40^th and 75^th percentiles. Target total direct compensation for each executive officer will vary depending on market positioning, the executive’s unique experience, time in position, and individual performance. The

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Company intends for actual total direct compensation to fall between the 40^th and 75^th percentiles of our Benchmark Peer Group; however, actual total compensation for each executive officer may be above or below his or her target total compensation opportunity to the extent the Company’s performance and/or the executive’s individual performance fluctuates above or below targeted levels.

Our Compensation Committee intends to review and adjust our executive compensation programs and policies from time to time, as appropriate, to remain aligned with our target percentile ranges; however, the Committee retains discretion to provide compensation outside of our target range, as the Committee deems appropriate, to reflect an executive’s unique skills, time in role, sustained performance and strategic corporate-wide factors, such as succession planning and retention.

We believe that our compensation strategy helps ensure that the Company remains focused on delivering strong annual operating results while simultaneously creating sustainable long-term enterprise value. The Compensation Committee also believes that this compensation philosophy allows us to attract and retain high-performing executives from key consumer packaged goods companies with which we compete for talent.

Principal Components of our 2014 Compensation Program for Executive Officers

We believe that our executive officers directly influence WhiteWave’s overall performance and that it is critical to pay executives at a competitive level relative to our Benchmark Peer Group in order to attract and retain the talent we need to drive long-term high performance. Accordingly, and consistent with our performance-driven compensation philosophy, the Compensation Committee allocates a significant portion of our executive officers’ compensation to performance-based STI and LTI programs. In addition, as an executive’s responsibility and ability to affect our financial results increases, base salary becomes a relatively smaller component of his or her total compensation and STI and LTI compensation becomes a larger component of total compensation. As illustrated below, in 2014 the majority of total direct compensation for our Named Executive Officers was provided as variable or “at risk” compensation:

We review competitive pay levels on an annual basis (i.e., our salary structure, the leveling of our positions, our annual target bonus levels and our long-term incentive award guidelines) to evaluate whether our total compensation targets remain competitive. We also use market competitive size-adjusted pay levels to help determine individual pay decisions. See the “Summary Compensation Table for 2014” and the “Grants of Plan-Based Awards in Fiscal Year 2014” table for more information on our 2014 executive compensation program.

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Annual Cash Compensation

Base Salary. The base salary component of our compensation program is the only fixed component of our executive officers’ total direct compensation. Base salaries for our executive officers are targeted at or within a competitive range of the median of our Benchmark Peer Group, and are set based on each executive officer’s individual contributions, such as unique job responsibilities, level of experience and sustained performance in role, as well as strategic corporate-wide factors, such as succession planning, retention and other business needs. In some cases, such as when an executive is recruited from another company, we may exceed our target base salary level in order to attract and ultimately retain the executive while in other cases an executive’s base salary may be below our target base salary level due to internal equity or other circumstances.

The Compensation Committee annually reviews base salaries of our executive officers and makes adjustments based on the performance of the executive, their position relative to comparable positions in the Benchmark Peer Group, and the Company’s performance. The Compensation Committee separately reviews the performance of Mr. Engles and makes adjustments as warranted.

In February 2014, our Compensation Committee determined that the base salary of each Named Executive Officer was appropriately positioned relative to our target base salary levels. As a result, none of our Named Executive Officers received an increase in base salary in 2014. Mr. Yost joined WhiteWave in January 2014 and his base salary was based on level and scope of prior experience, internal compensation positioning and his existing total compensation at his then current employer.

Short-Term Incentive Compensation. The STI component of compensation is designed to motivate senior executives to achieve annual financial and other goals based on our strategic, financial, and operating performance objectives. STI amounts for our executive officers for 2014 were targeted at the 50^th to 60^th percentile of the Benchmark Peer Group. For 2014, cash annual incentive payments were based on the 2014 Short-Term Incentive Compensation Plan (the “2014 STI Plan”) approved by the Compensation Committee, which established specific performance measures for the corporate functions and each of our three business segments. Based on discussions with and recommendations from management, the Compensation Committee made two changes to the 2014 STI Plan from prior years: (i) shifted the relative weight assigned to the plan objectives to 80% financial objectives and 20% individual objectives (from 60% financial objectives and 40% individual objectives), and (ii) for the executive officers with business unit responsibilities, added consolidated earnings per share as a component of their financial objectives (in addition to the business unit performance objectives).

The following table provides, for each Named Executive Officer, the relative weight assigned to each element of the 2014 STI Plan:

Under the 2014 STI Plan the financial performance measures for Messrs. Engles and Haecker were consolidated earnings per share (60%) and net sales (20%), and for Messrs. McPeak, Yost and Deryckere, the financial performance measures were consolidated earnings per share (20%), business segment operating income (40%) and business segment net sales (20%). The Compensation Committee believes that placing significant weight on the achievement of financial objectives and adding consolidated earnings per share as a measure for all executive officers provides incentive to our executives to continue to grow both revenues and overall

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profitability. In approving the 2014 STI Plan, the Compensation Committee considered earnings per share and net sales as appropriate performance criteria to measure the achievement of the overall corporate objectives, and segment operating income and net sales as appropriate performance criteria to measure the achievement of each business segment’s objectives, because each is representative of the profitability and operating efficiency of WhiteWave and each business segment. In addition, the net sales performance measure for our business segments underscores the focus on continuing to grow our core businesses.

The payout factor for the 2014 STI compensation for each executive officer ranged from zero to 200% of each executive’s target payment, depending on actual performance in 2014 against the financial objectives established by the Compensation Committee and on the executive’s performance in 2014 against their specific individual objectives approved by the Compensation Committee.

2014 Corporate and Business Segment Financial Performance

In February 2015, the Compensation Committee assessed the performance of our Named Executive Officers against the corporate and business segment financial goals that had been established at the beginning of 2014. Achievement at the target level of performance constituted 100% payout of the financial component portion of the STI Plan and performance in excess of 90% or 95% of target is the threshold for payout on the financial measures. The target and actual financial performance measures for 2014 are set forth in the table below.

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2014 Individual Performance

In addition to the financial performance measures discussed above, the Compensation Committee assessed the performance of our Named Executive Officers against the strategic performance goals that comprised the individual objective portion of each Named Executive Officer’s goals. The individual objective portion of the 2014 STI Plan, by its nature, has an element of subjectivity. Performance is measured against each executive’s leadership and execution of strategic and organizational objectives established at the beginning of 2014. An overview of key objectives achieved by our Named Executive Officers is set forth below.

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With respect to the individual objectives component of 2014 STI Plan compensation, all of our Named Executive Officers met and exceeded their objectives, resulting in ratings ranging from “on target” to “significantly above target” for their respective individual objectives. In 2014, the Compensation Committee approved a decrease in the STI target bonus opportunity of our Chief Executive Officer, Mr. Engles, from 150% to 125% of base salary, with a corresponding increase in LTI compensation, so that his total compensation remains unchanged but a higher proportion is equity-based. The table below shows the STI Plan compensation payout target for fiscal year 2014 and the actual payouts for our Named Executive Officers:

Long-Term Incentive Compensation

We believe that a substantial portion of each executive officer’s compensation should be dependent on creating long-term value for our stockholders. Our LTI program is designed to align the value created for our stockholders with the rewards provided to our executives, and to motivate our executive officers to improve our multi-year financial performance. Our practice is to grant LTI awards to our executive officers annually in the form of stock options and RSUs. The Compensation Committee believes that stock options motivate our executives to increase stockholder value since a stock option has value only to the extent the Company’s stock price appreciates after grant, while RSUs provide an ongoing retention element and a continuing link to stockholder value.

The Compensation Committee annually reviews market practices and trends, as well as the availability of shares available to grant to employees under our plans, in determining the mix of awards. In February 2015, to better align with changes in market practice and to implement a more direct performance-based program, our Compensation Committee changed the long-term incentive mix for our executive officers to add PSUs, in addition to the RSUs and stock options. See “—Actions Taken with Respect to 2015 Compensation” for details of our 2015 compensation program.

In determining the amount of individual LTI awards granted to each executive officer, the Compensation Committee considers WhiteWave’s financial and operational performance; the executive’s individual performance, potential future contributions, and his or her prior year’s award value; and strategic corporate-wide factors, such as succession planning and retention considerations, as well as market data for the executive officer’s position at the companies in the Benchmark Peer Group. LTI awards also may be granted when an executive is promoted to, or within, a senior executive position to recognize the increase in the scope of his or her role and responsibilities. Once individual LTI award amounts have been set, the Compensation Committee compares the aggregate LTI award amount to the Benchmark Peer Group to evaluate whether the overall size of the LTI program is competitive and consistent with market practice.

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Under our 2014 LTI compensation program, LTI grants were awarded to our Named Executive Officers in the form of 50% stock options and 50% RSUs. In 2014, the Compensation Committee approved an increase in the LTI compensation of our Chief Executive Officer, Mr. Engles, to 150% from 125% of base salary, with a corresponding decrease in his STI target bonus opportunity, so that his total compensation remains unchanged but a higher proportion is equity-based. The table below shows the LTI awards granted to our Named Executive Officers in 2014:

Determination of the 2014 Compensation of our Named Executive Officers

Compensation of Our Chief Executive Officer. With respect to the compensation of Gregg L. Engles, our Chairman and Chief Executive Officer, the Compensation Committee is responsible for approving relevant corporate goals and objectives, evaluating his performance in light of those goals and objectives and, together with the other independent directors, determining and approving his compensation based on their evaluation. At the beginning of 2014, the Compensation Committee established Mr. Engles’ specific objectives for 2014. In January 2015, Mr. Engles prepared a self-assessment of his performance for 2014, which was presented to our Lead Director and the Chair of the Compensation Committee for review. Our Lead Director and the Chair of the Compensation Committee then coordinated the review and discussion of Mr. Engles’ performance by the Compensation Committee and all of the independent directors, and the independent directors approved a performance rating and individual payout factor for Mr. Engles. Other than preparation of his performance self-assessment, Mr. Engles does not participate in the process of determining his own compensation, nor was he present for the discussions regarding his compensation. An overview of key achievements that were considered when evaluating Mr. Engles’ 2014 performance is discussed under the heading “—Annual Cash Compensation—Short-Term Incentive Compensation.”

When considering Mr. Engles’ compensation under the applicable compensation programs and policies, the Compensation Committee and our other independent director considered: Mr. Engles’ base salary, STI compensation, LTI compensation, and total direct compensation compared to the compensation of the chief executive officers of companies in the Benchmark Peer Group, WhiteWave’s financial, strategic and stock performance in the past year, and Mr. Engles’ extensive skills and experience. The Compensation Committee also applied the metrics described under “—Annual Cash Compensation–Short-Term Incentive Compensation,” and “—Long-Term Incentive Compensation.” The difference in magnitude and mix of target total compensation

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between Mr. Engles’ compensation and the compensation of our other Named Executive Officers reflects the significant difference in their responsibilities. Mr. Engles is directly responsible for driving our strategy and for ensuring that the strategy is fully executed across our organization. In addition, Mr. Engles is directly responsible for selecting, retaining, managing, and developing the executive team that will develop and execute corporate strategy.

Role of Chief Executive Officer in Compensation of Other Named Executive Officers. At the beginning of 2014, performance objectives for 2014 were established for all of our Named Executive Officers. Mr. Engles worked with the Named Executive Officers to develop their specific objectives to present to the Compensation Committee for approval. The Compensation Committee approved the specific objectives for each of our Named Executive Officers at the beginning of 2014, and monitored performance against those specific objectives throughout the year.

In February 2015, Mr. Engles presented to the Compensation Committee his assessments of the 2014 performance of the Named Executive Officers against their respective performance objectives, recommended payout percentages under the 2014 STI plan and proposed changes to each Named Executive Officer’s compensation for 2015. Mr. Engles based his compensation recommendations with respect to our Named Executive Officers on the same Benchmark Peer Group market data reviewed by the Compensation Committee, his subjective review of each Named Executive Officer’s overall performance and contributions to WhiteWave as a whole and their respective business segment, and the overall performance of WhiteWave and the Named Executive Officer’s applicable business segment. While they considered Mr. Engles’ recommendations with respect to the compensation of our Named Executive Officers, our Compensation Committee made all final compensation decisions relating to such Named Executive Officers.

Role of Independent Compensation Consultant. In late 2013, the Compensation Committee retained Meridian Compensation Partners, LLC as its independent executive compensation consultant, beginning in 2014. Among other things, Meridian advised the Compensation Committee with respect to the design and performance measures for WhiteWave’s 2014 STI Plan and all of our 2015 executive compensation programs, advised the Compensation Committee with respect to its 2015 Benchmark Peer Group and provided competitive market data from the Benchmark Peer Group for specific executive positions.

Actions Taken with Respect to 2015 Compensation

The Compensation Committee evaluates our compensation philosophy each year and makes changes to our compensation program that it believes are appropriate. In consultation with its independent compensation consultant, the Compensation Committee conducted a comprehensive review of our executive compensation program and philosophy, taking into account the rapid growth of our business and the business acquisitions completed. As a result of this review, the Compensation Committee took the following actions with respect to our 2015 compensation program:

Base Salary. In February 2015, our Compensation Committee reviewed the base salaries of our Named Executive Officers and determined that the base salary of each Named Executive Officer was appropriately positioned relative to the 2015 Benchmark Peer Group. As a result, none of our Named Executive Officers received an increase in base salary for 2015.

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2015 Short-Term Incentive Target Levels. In February 2015, our Compensation Committee reviewed the short-term incentive target bonus opportunities of our Named Executive Officers and determined that the targets for each Named Executive Officer were appropriately positioned relative to the 2015 Benchmark Peer Group and made no adjustments for 2015. As a result, the approved STI target levels for our Named Executive Officers for 2015 are as follows:

In March 2015, the Compensation Committee approved the design of our 2015 STI Plan and approved specific financial performance measures for our Named Executive Officers. Under the 2015 STI Plan, the performance measures will remain the same as the 2014 STI Plan: 80% of target payout will be based on achievement of specific financial performance measures and 20% of target payout will be based on achievement of individual objectives. For Messrs. Engles and Haecker, the financial performance measures are consolidated earnings per share (60%) and net sales (20%). For Messrs. McPeak, Yost and Deryckere, the financial performance measures are consolidated earnings per share (20%), business segment operating income (40%) and business segment net sales (20%).

2015 Long-Term Incentive Awards. To align with changes in market practice and to implement a more direct performance-based program, in February 2015 our Compensation Committee changed the mix of LTI awards for our executive officers to include PSUs, in addition to RSUs and stock options. This shift in mix is shown in the table below:

The PSUs will vest based on WhiteWave’s EPS growth over the 3-year performance period relative to the EPS growth of companies in the S&P 500, and have one, two and three year performance cycles, with one-third of the award subject to vesting in each performance cycle. In the first performance cycle, WhiteWave’s one-year EPS growth will be measured against the one-year EPS growth of S&P 500 companies; in the second performance cycle, WhiteWave’s cumulative EPS growth over the prior two years will be measured against the cumulative two-year EPS growth of S&P 500 companies; and in the final performance cycle, WhiteWave’s cumulative EPS growth over the prior three years will be measured against the cumulative three-year EPS growth of S&P 500 companies. EPS growth rate will be measured as a simple, average growth rate. There is no “catch up” or “retesting” at the end of the 3-year performance period for previous performance cycles. The payout range is 0% to 200%, with 25% as the minimum threshold payout at the 25th percentile of performance, 100% target payout at the 50th percentile of performance and 200% maximum payout at and above the 75th percentile of performance.

In determining the design of the PSUs, the Compensation Committee considered various factors. They chose relative EPS because the Committee believes that EPS is a better measure of WhiteWave’s overall financial performance than other relative measures, EPS provides a stronger and more direct incentive to senior management to focus on the Company’s profitability, and growth in EPS ultimately should drive sustainable long-term value creation for stockholders. The Compensation Committee chose the S&P 500 as the comparison group (rather than the Benchmark Peer Group or another self-constructed or index peer group) because back-

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testing confirmed that the S&P 500 historically has had stronger overall performance (and, therefore, would provide a more rigorous performance standard), and includes more high growth, acquisitive companies. The Compensation Committee also believes that the S&P 500 will be less volatile or susceptible to performance aberrations than a smaller comparison group.