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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.     )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

The WhiteWave Foods Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1)        Title of each class of securities to which transaction applies:

2)        Aggregate number of securities to which transaction applies:

3)        Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule

           0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)        Amount Previously Paid:

2)        Form, Schedule or Registration Statement No.:

3)        Filing Party:

4)        Date Filed:

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April 1, 2014

Dear Fellow Stockholders,

It is my pleasure to invite you to attend our 2014 Annual Meeting of Stockholders on Thursday, May 15, 2014 at 9:30 a.m. (MDT), at the Denver Museum of Nature and Science, Ricketson Auditorium, 2001 Colorado Blvd., Denver, Colorado 80205. At the Annual Meeting, we will vote on the proposals described in this Proxy Statement and present a brief report on our business during 2013. We will conclude the meeting by inviting you to ask questions and make comments.

We are pleased this year to furnish our proxy materials to you over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. On April 1, 2014, we mailed to our stockholders a Notice containing instructions on how to access our 2014 proxy statement and annual report and vote online. Stockholders who previously opted out of Internet access will receive a copy of the proxy statement and annual report by mail. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy statement and annual report, if you only received a Notice by mail, or (ii) elect to receive your proxy statement and annual report over the Internet next year, if you received them by mail this year. We encourage you to choose electronic delivery of company materials whenever possible in order to help reduce the environmental impact of the Annual Meeting.

We look forward to seeing you at the meeting.

Sincerely,

Gregg L. Engles

Chairman of the Board and Chief Executive Officer

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NOTICE OF STOCKHOLDERS’ MEETING

The 2014 Annual Meeting of Stockholders of The WhiteWave Foods Company, a Delaware corporation, will be held on Thursday, May 15, 2014, at 9:30 a.m. (MDT), at the Denver Museum of Nature and Science, Ricketson Auditorium, 2001 Colorado Blvd., Denver, Colorado 80205 for the following purposes:

Only stockholders of record at the close of business on March 21, 2014 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 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, 2014.

April 1, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL STOCKHOLDERS’ MEETING TO BE HELD ON MAY 15, 2014

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

year ended December 31, 2013 are available at www.whitewave.com.

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INFORMATION ABOUT THE WHITEWAVE FOODS COMPANY

The WhiteWave Foods Company (referred to as “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 and organic greens and produce products throughout North America and Europe. 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 located 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 15, 2014, at 9:30 a.m. (MDT), at the Denver Museum of Nature and Science, Ricketson Auditorium, 2001 Colorado Blvd., Denver, Colorado 80205. The telephone number of the Denver Museum of Nature and Science is +1.303.370.6000. 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 Class A common stock as of the close of business on March 21, 2014 will be entitled to attend the meeting. If you are a stockholder of record as of March 21, 2014 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 21, 2014, 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, 2014, we began mailing to our stockholders of record as of the close of business on March 21, 2014 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

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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 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 14, 2014. 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.

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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 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 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 Class A 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 21, 2014. As of March 21, 2014, there were 173,853,653 shares of WhiteWave Class A 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 approval of the two proposed Charter amendments (Proposals 2 and 3) and for ratification of the appointment of Deloitte & Touche LLP as our independent auditor for 2014 (Proposal 4), but not for voting on the election of directors (Proposal 1).

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Required Votes for Action to be Taken

Two directors have been nominated for election at the Annual Meeting. WhiteWave’s By-laws provide that, in uncontested elections, each director must be elected by the majority of 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 independent directors (excluding the director who tendered the resignation) 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.

The proposal to approve the amendments to our Charter prompted by the conversion of our Class B common stock (Proposal 2) must receive the affirmative vote of the holders of shares of common stock representing at least a majority of the votes entitled to be cast on the matter in order to be approved. Abstentions will have the effect of votes “against” this proposal.

The proposal to approve the amendments to our Charter prompted by the completion of our separation from Dean Foods Company (Proposal 3) must receive the affirmative vote of the holders of shares of common stock representing at least 75% of the votes entitled to be cast on the matter in order to be approved. Abstentions will have the effect of votes “against” this proposal.

The proposal to ratify the appointment of Deloitte & Touche LLP as our independent auditor for 2014 (Proposal 4) must receive 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 this proposal.

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, including any stockholder proposal omitted from the proxy statement and form of proxy pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) your proxies will act on such matter in their discretion.

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CORPORATE GOVERNANCE

Corporate Governance Principles

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

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 material 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 2014, 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 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 Exchange Act, and the Board has determined that Mr. Green, Ms. Goolsby, Mr. Hardin and Ms. Minnick meet the enhanced independence considerations required by NYSE rules for members of compensation committees.

Board Leadership Structure

Our Company adheres to high standards of corporate governance. 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. Our Board believes that the combined role of Chairman and Chief Executive Officer promotes 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 interest of 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) 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, make himself or herself available for consultation and direct communication with the Company’s major stockholders, as appropriate.

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. Engles works closely with Mr. Hardin to identify appropriate topics of consideration for the Board and to plan effective and informative meetings.

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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.

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 written 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” is defined by SEC regulation to include our directors and executive officers, any person who is known to be the beneficial owner of more than 5% of our common stock, any immediate family member of any of the foregoing persons, and any entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Under our written 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 the 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.

Since the completion of our initial public offering in October 2012, the Audit Committee has reviewed and approved several agreements between us and Dean Foods Company, which was the beneficial owner of more than 5% of our voting securities prior to July 25, 2013, or its former subsidiaries. Other than these agreements, there are no related person transactions to report in this Proxy Statement.

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 Nominating Potential Directors 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 by the Board for election at the Company’s Annual Meeting. In connection with the selection and nomination process, the Committee reviews the desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In considering whether to recommend any candidate to the Board, the Committee will apply the criteria set forth in our Corporate Governance Principles.

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. These criteria are designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. 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 and the number of shares of our common stock beneficially owned by the nominee 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 on a timely basis, 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 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.

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Code of Ethics

We have adopted 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 for directors or executive officers also will be posted on our website. If you would like a copy of our Code of Ethics, please request one 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 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, 2013, 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 2013 compensation program for non-management directors. Directors who are WhiteWave employees do not receive compensation for their services as directors. The Compensation Committee regularly reviews the compensation paid to non-management directors and recommends changes to the Board of Directors, as appropriate. The 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. Directors do not receive any meeting or attendance fees. The following table sets forth the annual Board and Committee cash and equity retainers.

Beginning in 2014, non-management directors may elect to receive the cash portion of their annual retainer in the form of RSUs and/or RSAs rather than in cash. If a director makes this election, he or she will receive an RSU or an RSA with a value equal to 150% of the cash portion of the retainer specified by the director, on the date that our executive officers and other key employees receive annual equity grants, based on the closing price of our Class A common stock on that day.

Director Compensation for 2013

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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 Class A 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, as well as RSAs and RSUs, whether or not any applicable restrictions have lapsed, but not 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 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 all members of our Compensation Committee meet the enhanced independence considerations required by NYSE rules for members of compensation committees.

The chart below lists the standing committees of our Board of Directors and indicates who currently serves on those committees. In 2013, all directors attended at least 75% of the meetings of the Board of Directors and the committees on which they served. Members of our Board of Directors are required to regularly attend Board meetings and to attend our Annual Meeting of Stockholders, unless unforeseen circumstances prevent them from doing so. In 2013, only one of our directors attended the 2013 Annual Meeting of Stockholders, which (due to the timing of our spin-off from Dean Foods) was scheduled on relatively short notice and was held independent from any Board meeting.

Our Board of Directors established the Compensation and Nominating and Corporate Governance Committees effective March 11, 2013. Prior to the establishment of these committees, our Board of Directors’ compensation, nominating, and corporate governance functions were managed by a special committee of the Board comprised of our independent directors as permitted by the NYSE rules for “controlled companies.”

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:

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The Audit Committee is required to meet at least quarterly and met 10 times in 2013.

Compensation Committee. The Compensation Committee’s responsibilities include:

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The Compensation Committee met four times in 2013 and, before the Compensation Committee was established in March 2013, a special committee of independent directors met once in 2013 to consider compensation matters. 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 “Compensation Discussion and Analysis” beginning on page 25 of 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:

The Nominating and Corporate Governance Committee met four times in 2013. 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 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 met one time in 2013.

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 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.

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Independent Compensation Consultant

In connection with our initial public offering in October 2012, the Compensation Committee of the Board of Directors of Dean Foods Company retained a compensation consultant, Mercer (US), LLC (“Mercer”), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to assist in structuring our initial compensation and benefits programs and setting initial compensation for our directors, executive officers, and senior executives. After our initial public offering and until the end of 2013, Mercer continued to provide services to the Compensation Committee of WhiteWave’s Board of Directors (the “Compensation Committee”).

Mercer was retained by the Compensation Committee to provide executive compensation services and reported directly to the Chairman of the Compensation Committee. The Compensation Committee approved the scope of Mercer’s services and its fees for those services; however Mercer also worked with management to ensure that its advice and recommendations reinforce WhiteWave’s business strategy and are consistent with WhiteWave’s pay-for-performance philosophy. Examples of executive compensation services provided by Mercer during 2013 include the following:

Mercer provides advice and assistance to WhiteWave in retirement consulting for our European pension plan, which included actuarial valuations. In addition, we have engaged affiliates of Marsh & McLennan Companies, Inc., the parent company of Mercer, to provide certain group insurance, risk management services and actuarial services.

The aggregate fees billed by Mercer for services provided to us in 2013 were approximately:

Mercer operates its compensation practice as a separate business unit from its other services, and we have been advised by Mercer that the compensation of its executive compensation consultants is based solely on the fees generated by the executive compensation practice. Mercer also advised us that its employees who advise the Compensation Committee were not involved in the provision of services by Mercer’s affiliates. Our Compensation Committee has adopted the following policy with respect to the retention of a compensation consultant:

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In addition, the Compensation Committee considered the independence of Mercer 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 Mercer addressing its independence, including the factors contained in the NYSE listing standards. The Compensation Committee concluded that the services provided by Mercer in 2013 do not raise any conflict of interest.

In late-2013, after the completion of WhiteWave’s separation from Dean Foods, the Compensation Committee initiated a process to request proposals for and evaluate potential providers of executive compensation consulting services. As a result of this process, and after assessing its independence as required by applicable SEC rules and NYSE listing standards, the Compensation Committee retained Meridian Compensation Partners, LLC as its independent executive compensation consultant beginning in 2014, to advise the Compensation Committee with respect to WhiteWave’s 2014 STI Plan and all of our 2015 executive compensation programs. Meridian does not, and is not expected to, provide advice or assistance to WhiteWave in any areas other than executive compensation.

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PROPOSAL ONE: ELECTION OF DIRECTORS

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 in 2015 and being completed in 2017. As a result, the current term of two directors will expire at the 2015 annual meeting of stockholders, the current term of two directors will expire at the 2016 annual meeting of stockholders, and all directors will stand for re-election at the 2017 annual meeting of stockholders.

At the Annual Meeting, stockholders will vote for the two nominees listed below to serve for a three-year term until the 2017 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. 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.

Gregg L. Engles

Chairman of the Board of Directors and Chief Executive Officer

Director since August 2012

Mr. Engles, age 56, 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 food and 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.

Joseph S. Hardin, Jr.

Director since August 2012

Mr. Hardin, age 69, 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., 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 also serves on the board of directors of PetSmart, Inc., where he serves on the Corporate Governance and Compensation Committees. He previously served on the boards of directors of 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

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serve as a director because he has wide ranging leadership experience, including leadership roles with Wal-Mart Stores, Inc., our largest customer.

Our Board of Directors unanimously recommends that you vote FOR the election of Mr. Engles and Mr. Hardin.

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:

Michelle P. Goolsby

Director since November 2012

Ms. Goolsby, age 56, 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, 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 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 and Compensation Committees; 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 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 63, 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 boards of directors of two privately held companies, Caris Life Sciences, the parent company of Caris Diagnostics and Caris Molecular Diagnostics, where he chairs the Audit Committee, and Verance Corporation, a media technology developer, where he serves on 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

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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.

Mary E. Minnick

Director since December 2012

Ms. Minnick, age 54, 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 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.

Ms. Minnick’s initial term as a director will expire in 2015.

Doreen A. Wright

Director since August 2012

Ms. Wright, age 57, was appointed to our Board of Directors in August 2012. From 2009 to May 1, 2013, she served on the board of directors of Dean Foods, 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. In addition, Ms. Wright 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. 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 from 2001 to 2008. Ms. Wright also served as Interim Chief of Human Resources for Campbell Soup Company in 2002. From 1999 to 2001, Ms. Wright served as Executive Vice President and Chief Information Officer for Nabisco Inc., a cookie and snacks company. Prior to that, from 1995 to 1998, Ms. Wright held the position of Senior Vice President, Operations & Systems, Prudential Investments, for Prudential Insurance Company of America and held various positions with American Express Company, Bankers Trust Corporation, and Merrill Lynch & Co.

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.

Ms. Wright’s initial term as a director will expire in 2015.

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PROPOSAL TWO: AMENDMENTS TO OUR CHARTER PROMPTED BY THE CONVERSION OF OUR CLASS B COMMON STOCK INTO CLASS A COMMON STOCK

Our Board of Directors is asking stockholders to approve amendments to our amended and restated certificate of incorporation (“Charter”) (i) to eliminate all references to the Class B common stock, including but not limited to provisions relating to the rights, preferences and limitations of the Class B common stock, (ii) to rename our Class A common stock as our “common stock;” and (iii) to make certain other conforming changes. On March 10, 2014, our Board voted to approve and recommended that our stockholders approve these proposed amendments.

Reasons for the Proposed Amendments

On September 24, 2013, our stockholders approved a proposal to convert (the “Conversion”) all of our issued and outstanding shares of Class B common stock into shares of our Class A common stock, which created a capital structure with a single class of outstanding common stock. Upon such approval, each issued and outstanding share of our Class B common stock was converted on a one-for-one basis into shares of our Class A common stock. Pursuant to the terms of our Charter, upon the Conversion, each outstanding share of Class B common stock was deemed to be no longer outstanding and has been retired and cancelled and may not be reissued as a share of Class B common stock.

The proposed amendments would eliminate all references in the Charter to the Class B common stock, including but not limited to provisions relating to the rights, preferences and limitations of the Class B common stock. Our Board of Directors believes the continuing reference to the dual class structure and Class B common stock in our Charter is unnecessary and potentially confusing to investors and the capital markets. The proposed amendments also reflect certain non-substantive conforming changes consistent with the intent of the proposed amendments.

Pursuant to the terms of our Charter, our authorized capital stock consists of 1.7 billion shares of Class A common stock, 175 million shares of Class B common stock and 170 million shares of preferred stock. There are currently no shares of our Class B common stock outstanding and we have no current intention to issue any shares of Class B common stock. The aggregate number of authorized shares of common stock would remain unchanged at 1.7 billion shares.

Additionally, our Board is proposing an amendment to rename the Class A common stock as “common stock” because it believes this would help eliminate any mistaken belief on the part of investors and the capital markets that we have more than one class of common stock.

The proposed amendments will not change any substantive terms of our Class A common stock or any powers or rights of its holders. Our Class A common stock will continue to be listed and traded on the New York Stock Exchange under the symbol “WWAV.”

The proposed amendments addressed in this Proposal 2 would amend Article FOURTH of our Charter as set forth on Annex A to this Proxy Statement (proposed additions are indicated by bold underlining and proposed deletions are indicated by overstriking). If stockholders approve these proposed amendments, the Company will file an amended and restated certificate of incorporation incorporating the approved changes (together with the proposed amendments addressed in Proposal 3, if those are approved by stockholders) with the Secretary of State of the State of Delaware shortly after the Annual Meeting and the amendment will become effective immediately upon filing.

Our Board of Directors unanimously recommends that you vote FOR the approval of the proposed amendments to our Charter, described in this Proposal 2, prompted by the conversion of our Class B common stock into Class A common stock.

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PROPOSAL THREE: AMENDMENTS TO OUR CHARTER PROMPTED BY THE COMPLETION OF OUR SEPARATION FROM DEAN FOODS

Our Board of Directors is asking stockholders to approve amendments to our Charter (i) to eliminate all references to Dean Foods Company and its affiliates (referred to collectively as “Dean Foods”), (ii) to reflect changes that the Charter contemplated would be made at such time as Dean Foods no longer held our voting stock and (iii) to make certain other conforming changes. On March 10, 2014, our Board voted to approve and recommended that stockholders approve these proposed amendments.

Reasons for the Proposed Amendments

WhiteWave’s separation from Dean Foods is now complete. On May 23, 2013, Dean Foods distributed (the “Distribution”) to its stockholders an aggregate of 47,686,000 shares of our Class A common stock and 67,914,000 shares of our Class B common stock as a pro rata dividend on shares of Dean Foods common stock outstanding at the close of business on May 17, 2013, the record date for the Distribution. Following the Distribution, Dean Foods owned 34,400,000 shares of our Class A Common stock and no shares of our Class B common stock. On July 25, 2013, Dean Foods exchanged its remaining 34,400,000 shares of our Class A common stock for indebtedness of Dean Foods in a debt-for-equity exchange and no longer owns any shares of our common stock.

The proposed amendments would eliminate all references in the Charter to Dean Foods. In addition, the proposed amendments would remove certain language that is no longer relevant given that Dean Foods no longer owns any shares of our common stock. This includes:

Our Board of Directors believes these amendments would help clarify that, as a result of the separation, Dean Foods no longer has an ownership interest in our Company and would help to avoid confusion over which Charter provisions are applicable.

The proposed amendments will not change any substantive terms of our Class A common stock or any powers or rights of its holders. Our Class A common stock will continue to be listed and traded on the New York Stock Exchange under the symbol “WWAV.”

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The proposed amendments addressed in this Proposal 3 would amend certain articles of our Charter as set forth on Annex B to this Proxy Statement (proposed additions are indicated by bold underlining and proposed deletions are indicated by overstriking). If stockholders approve the proposed amendments, the Company will file an amended and restated certificate of incorporation incorporating the approved changes (together with the proposed amendments addressed in Proposal 2, if those are approved by stockholders) with the Secretary of State of the State of Delaware shortly after the annual meeting and the amendment will become effective immediately upon filing.

Our Board of Directors unanimously recommends that you vote FOR the approval of the proposed amendments to our Charter, described in this Proposal 3, prompted by the completion of our separation from Dean Foods.

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PROPOSAL FOUR: 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 2014 and is soliciting your ratification of that appointment. 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 recommends that you vote FOR the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent auditor for 2014.

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 2013 were approved by the Audit Committee. The aggregate fees and reimbursable expenses billed to WhiteWave and its subsidiaries by Deloitte & Touche in 2013 and 2012 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 2013 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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The pre-approval described above will expire in the first quarter of 2015. Any service that management requests Deloitte & Touche to provide that is of a type that has not been pre-approved must be considered at a meeting of the Audit Committee before the service is provided, or may be pre-approved by the Chairman of the Audit Committee pursuant to a delegation by the Audit Committee. In determining whether to approve the engagement of Deloitte & Touche, the Audit Committee considers whether such engagement is consistent with Deloitte & Touche’s independence. The Audit Committee also considers the amount of audit and audit-related fees in comparison to all other fees paid to Deloitte & Touche and the Audit Committee reviews such comparisons regularly.

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, 2013 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 Chief Audit Executive and with Deloitte & Touche the overall scope and plans for their respective audits. We met with the Chief 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, 2013.

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, 2013. These executive officers, whom we refer to as our Named Executive Officers, are:

In this Compensation Discussion and Analysis we describe:

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Compensation Committee Actions in 2013

Based on management’s achievement of continued strong sales and earnings growth in 2013 and the successful transformation of the company into an independent public company, the Compensation Committee concluded that all of our Named Executive Officers met and exceeded their respective annual objectives. In 2013, each of the financial performance objectives under our 2013 short-term incentive (“STI”) plan, which

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included consolidated and segment net sales, segment operating income and EPS, were achieved at over 100% of target. Based on the company’s results, the Compensation Committee approved payouts under the 2013 STI plan to our executive officers of between 119% to 180% of target, which reflects our pay for performance compensation philosophy.

Further details regarding our 2013 executive compensation program and decisions made by the Compensation Committee are described in this “Compensation Discussion and Analysis.”

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:

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 Comparison Group for Executive Compensation Purposes

The Compensation Committee reviewed 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 selected the following group of peer companies of WhiteWave to serve as a benchmark, which we refer to as the Benchmark Comparison Group:

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The criteria considered by the Compensation Committee in selecting peer companies include the following:

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

Compensation Methodology

History and Role of our Compensation Committee

Prior to our initial public offering (“IPO”) in October 2012, we were a wholly-owned subsidiary of Dean Foods Company, and compensation decisions relating to our executive officers were made by the compensation committee of Dean Foods (the “DF Compensation Committee”). Dean Foods held a majority of the voting power of our outstanding common stock until May 23, 2013, which made us a “controlled company” for purposes of the NYSE rules. As such, we were not required to establish a separate compensation committee until the time when we ceased to be a controlled company. Our Board established the Compensation Committee effective March 11, 2013, and WhiteWave’s Compensation Committee assumed all responsibility for our compensation programs from that date onward. From our IPO in October 2012 until March 11, 2013, our independent directors served the functions of a compensation committee. Consequently, compensation decisions relating to our executive officers, including the Named Executive Officers were determined as follows:

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. The Compensation Committee reviews and approves individual compensation packages for the most senior executives of WhiteWave, including the Named Executive Officers.

Overall Compensation Methodology

The Compensation Committee follows a compensation methodology that emphasizes a pay-for-performance compensation philosophy and which is designed to motivate and reward individual initiative, and align management’s interests with those of our stockholders.

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Our compensation philosophy is to compensate our executive officers and other key employees at the following approximate percentile ranges of the Benchmark Comparison Group:

Generally, this approach provides the opportunity for a participant to be paid total direct compensation at or near the 60^th percentile of the market if the performance metrics and individual goals are met at the target level. The Compensation Committee believes that our compensation philosophy allows us to attract and retain executives from key consumer packaged goods companies with which we compete for talent.

In early 2013, the Compensation Committee, after consultation with its independent compensation consultant, and members of the Dean Foods and WhiteWave management teams, set our initial compensation programs and policies in connection with our spin-off from Dean Foods. Our initial compensation program reflects our transition to an independent public company with a different benchmark comparison group, the transfer of certain of our executive officers from Dean Foods to WhiteWave, with a corresponding loss of certain Dean Foods compensation and benefits, and the anticipated value to WhiteWave from attracting and retaining executives who have the unique skills and experience to support WhiteWave’s success as it transitions into an independent public company. In setting our initial compensation, compensation levels for some of the executives who transferred from Dean Foods to the Company were decreased by less than the amount required to achieve our target compensation levels in order to provide an incentive for them to join the Company and in recognition of the executive officer’s skill, time in role and accomplishments. Over time, we intend to continue to adjust our executive compensation programs and policies to more closely align with our target percentile ranges; however, the Compensation Committee retains discretion to provide compensation outside of our target range, as the Committee deems appropriate, commensurate with an executive’s skill, time in role and accomplishments. As a result, our initial compensation program (excluding the IPO Grants) exceeded our target percentile ranges:

Compensation Mix

Because of the ability of executive officers to directly influence the overall performance of WhiteWave, and consistent with our philosophy of linking pay to performance, the Compensation Committee allocates a significant portion of compensation paid to our executive officers to performance-based STI and LTI programs.

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In addition, as an employee’s responsibility and ability to affect our financial results increases, base salary becomes a relatively smaller component of total compensation and STI and LTI compensation becomes a larger component of total compensation. See the “Summary Compensation Table for 2013” and the “Grant of Plan-Based Awards in Fiscal Year 2013” table for more information.

As the table below indicates, the majority of target total direct compensation for our Named Executive Officers is provided as variable or “at risk” compensation:

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 and is intended to facilitate attracting and retaining top talent, consistent with our objectives. Base salaries for our executive officers are targeted at the 60^th percentile of the Benchmark Comparison Group and the overall general industry, and are set based on each executive officer’s job responsibilities, level of experience and sustained performance in role, as well as to account for the skills and experience of our Named Executive Officers who had served in executive roles at Dean Foods, a significantly larger enterprise, prior to our spin-off. The Compensation Committee believes that the salary targets allow us to attract and retain executives from key consumer packaged goods companies with which we compete for talent. In some cases, such as when an executive is recruited from another company, we may exceed the base salary levels indicated in order to attract, and ultimately retain, the executive. In some cases, an executive’s base salary may be below such levels due to internal equity or other circumstances.

The Compensation Committee annually reviews base salaries of our executive officers and makes adjustments based on changes in the Benchmark Comparison Group, the performance of the executive, and the performance of the company. The Compensation Committee separately reviews the performance of Mr. Engles and makes adjustments as warranted.

In February 2013, our independent directors, who served the functions of a compensation committee until the Compensation Committee was established in March 2013, determined that the base salary of each Named Executive Officer was appropriately positioned relative to the 60^th percentile of the Benchmark Comparison Group and made no adjustments to the Named Executive Officers’ base salaries for 2013.

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. In 2013, in connection with its review of strategic and operating plans, we established target STI payout percentages for each executive consistent at approximately the 50^th percentile (75^th percentile in the case of our CEO) of the Benchmark Comparison Group. The payout factor for the financial component of 2013 STI compensation for each executive officer ranged from zero to 200% of that officer’s target payment, depending on actual performance in 2013 against the financial objectives established by the Compensation Committee. Similarly, the payout factor for the individual component of STI compensation for each executive officer ranged from zero to 200% of that officer’s target payment, depending on the officer’s performance in 2013 against the individual objectives established by the Compensation Committee.

In prior years, if the Company or one of its business units exceeded 100% of its respective financial objectives, then each executive officer’s individual objective payout factor was multiplied by the relevant financial payout factor, resulting in a maximum payout of 300% of the individual objective component of the officer’s short-term incentive compensation. The maximum total payout for any executive officer, including our

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Named Executive Officers, under this formula was 240% of the executive officer’s target incentive opportunity. In March 2013, the Compensation Committee eliminated this multiplier feature applicable to the individual objective payout factor, beginning with the 2013 STI plan, so that the maximum payout is 200%.

The following table provides, for each Named Executive Officer, the relative weight assigned to each element of the 2013 STI Plan:

For 2013, cash incentive payments were based on the 2013 Short-Term Incentive Compensation Plan (the “2013 STI Plan”) approved by the Compensation Committee, which established performance measures for the Corporate, WhiteWave, and Alpro STI compensation plans. The 2013 STI Plan places significant weight on the achievement of financial objectives. The 2013 STI Plan used the following key financial performance measures:

In establishing the 2013 STI Plan, the Compensation Committee considered EPS and net sales appropriate performance criterion to measure the achievement of the corporate objectives, and segment operating income and net sales appropriate performance criterion to measure the achievement of each business segment’s objectives because each was viewed as representative of the profitability and operating efficiency of WhiteWave and each business segment. In addition, the net sales performance measure for the North America and Europe business segments underscores the focus on the quality of top line performance and growing WhiteWave businesses at the time of the establishment of such 2013 STI Plan.

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2013 Corporate and Business Unit Financial Performance

In February 2014, the Compensation Committee assessed the performance of our Named Executive Officers against the corporate and business unit financial goals that had been established at the beginning of 2013. Achievement at the target level constituted 100% payout of the financial component portion of the STI compensation and performance in excess of 90% of target is the threshold for payout on the financial measures. The financial performance measures used for our Named Executive Officers, and the results of the 2013 assessment, are set forth in the table below.

2013 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 2013 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 2013. 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 2013 STI Plan compensation, all of our Named Executive Officers met and exceeded all objectives, resulting in a rating of “above target” for their respective individual ratings. The table below shows the STI compensation payout target for fiscal year 2013 and the actual payouts for our Named Executive Officers:

Long-Term Incentive Compensation

We believe that a significant portion of each senior executive’s compensation should be dependent on the long-term value created for stockholders. Our LTI compensation program is designed to align the results achieved for stockholders with the rewards provided to senior executives and includes grants of stock options and RSUs. Stock options are used to motivate and reward senior executives to increase stockholder value. RSUs are used to 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.

For 2013, LTI grants were awarded under our 2013 LTI compensation program to our Named Executive Officers as follows:

The table below shows the LTI awards granted to our Named Executive Officers in 2013:

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Determination of the 2013 Compensation of our Named Executive Officers

Compensation of Our Chief Executive Officer. The Compensation Committee is responsible for approving corporate goals and objectives relevant to the compensation of Gregg L. Engles, our Chairman and Chief Executive Officer, evaluating his performance in light of those goals and objectives and, together with the other independent directors, determining and approving his compensation level based on their evaluation. At the beginning of 2013, the Compensation Committee established Mr. Engles’ specific objectives for 2013. In January 2014, Mr. Engles prepared a self-assessment of his performance for 2013, 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, who 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’ 2013 performance is discussed under the heading “—Compensation Mix—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 directors 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 Comparison Group, WhiteWave’s performance and stock performance in the past year, and Mr. Engles’ skills and experience in his prior role as the Chief Executive Officer at Dean Foods, which was a significantly larger enterprise. The Compensation Committee also applied the metrics described under “—Compensation Mix—Annual Cash Compensation—Base salary,” “—Compensation Mix —Annual Cash Compensation—Short-Term Incentive Compensation,” “—Compensation Mix —Long-Term Incentive Compensation.” The difference in magnitude and mix of target total compensation 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 2013, performance objectives for 2013 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. At the beginning of 2013, the Compensation Committee approved the specific objectives for each of our Named Executive Officers, and monitored performance against those specific objectives throughout the year.

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In February 2014, Mr. Engles presented to the Compensation Committee his assessments of the 2013 performance of the Named Executive Officers against their respective performance objectives and recommended payout percentages under the 2013 STI plan and proposed changes to each Named Executive Officer’s compensation for 2014. Mr. Engles based his compensation recommendations with respect to our Named Executive Officers using the same Benchmark Comparison Group market data reviewed by the Compensation Committee, his subjective review of each Named Executive Officer’s overall performance and contribution to the business units, and the overall performance of WhiteWave and the Named Executive Officer’s applicable business unit. While they considered Mr. Engles’ recommendations with respect to the compensation of our Named Executive Officers, our Compensation Committee, evaluated the recommendations and made all final compensation decisions relating to such Named Executive Officers.

Actions Taken with respect to 2014 Compensation

The Compensation Committee evaluates our compensation philosophy each year and makes changes to our compensation program that it believes are appropriate. In early 2014, the Compensation Committee evaluated our compensation program and made several changes to our program for 2014, and concluded that the strategies designed to achieve its compensation objectives continue to be appropriate. The Compensation Committee also retained a new independent compensation consultant and determined to undertake a comprehensive review of our 2015 compensation program and philosophy, taking into account the completion of our spin-off from Dean Foods in 2013 and the rapid growth of our business. The Compensation Committee took the following actions with respect to our 2014 compensation program:

Base Salary. In February 2014, 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 60^th percentile of the Benchmark Comparison Group and made no adjustments to base salary for 2014.

2014 Short-Term Incentive Target Levels. In February 2014, 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, except for our Chief Executive Officer, were appropriately positioned relative to the 60th percentile of the Benchmark Comparison Group and made no adjustments for 2014. With respect to our Chief Executive Officer, Mr. Engles, the Compensation Committee approved a decrease in his short-term incentive target bonus opportunity from 150% to 125% of base salary, with a corresponding increase in long-term incentive compensation, so that his total compensation remains unchanged but a higher proportion is equity-based. As a result, the approved STI target levels for our Named Executive Officers for 2014 are as follows:

In March 2014, the Compensation Committee approved the design of our STI Plan for 2014 and approved specific financial performance measures for our Named Executive Officers. Under 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, Haecker and Zanetich, the financial performance measures are consolidated earnings per share (60%) and net sales (20%). For Mr. McPeak and Deryckere, the financial performance measures are consolidated earnings per share (20%), business segment operating income (40%) and business segment net sales (20%). The Compensation Committee believes that

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placing additional weight on the achievement of financial objectives and adding earnings per share as a measure for all executive officers will provide additional incentive to our senior management to continue to grow both top line and overall profitability.

2014 Long-Term Incentive Awards. In February 2014, our independent directors approved the 2014 LTI annual grants to our Named Executive Officers and certain other executives. The 2014 LTI grants to our Named Executive Officer are as follows:

The 2014 LTI awards were granted on February 14, 2014 in the form of 50% stock options and 50% RSUs. In approving the design of the 2014 LTI program, the Compensation Committee considered the Company’s limited operating history as an independent, standalone company, its market position as a growth company and the significant transitions in the business since the Company’s initial public offering in October 2012, and determined to consider alternative program designs, including multi-year performance objectives and/or absolute or relative performance objectives, after the Company has a longer operating history from which to build upon.

Independent Compensation Consultant. In late 2013, after the completion of WhiteWave’s separation from Dean Foods, the Compensation Committee initiated a process to request proposals for and evaluate potential providers of executive compensation consulting services. As a result of this process, the Compensation Committee retained Meridian Compensation Partners, LLC as its independent executive compensation consultant beginning in 2014, to advise the Compensation Committee with respect to WhiteWave’s 2014 STI Plan and all of our 2015 executive compensation programs.

Other Compensation Practices and Policies

Stock Ownership Guidelines

Following our initial public offering, our Board of Directors adopted minimum stock ownership guidelines for our executive officers. In accordance with those guidelines, Mr. Engles is required to own shares of our common stock equal in value to five times his annual base salary and our other executive officers are each required to own shares of our common stock equal in value to two times their annual base salary. Shares of our common stock, restricted stock, and RSUs, whether vested or unvested, are counted toward the ownership requirement. Vested and unexercised stock options do not count towards the ownership requirement. Our executive officers have until the later of five years after the adoption of the guidelines or three years after becoming subject to the guidelines to satisfy the executive stock ownership requirements. All of our executives officers who are subject to these guidelines currently are in compliance.

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Deferred Compensation Plan, Supplemental Employee Retirement Plan and Alpro Top Hat Plan

Employees of WhiteWave with high base compensation may defer a portion of their salary and bonus each year into the WhiteWave Executive Deferred Compensation Plan (the “EDCP”), which is a tax deferred plan. This program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. We believe a deferred salary and bonus plan is a potential retention tool for our eligible executives, and that this program is similar to programs offered at most of the companies in the Benchmark Comparison Group. The amounts deferred are partially funded as unsecured obligations of WhiteWave, receive no preferential standing, and are subject to the same risks as any of WhiteWave’s other unsecured obligations. The participants in this plan may choose from a number of externally managed mutual fund investments, and their investment balances track the rates of return for these accounts. Employees receive a matching contribution that is equal to the amount of match they did not receive in the 401(k) Plan as a result of participating in the EDCP. All of the Named Executive Officers except Mr. Deryckere are eligible to participate in this plan. In 2013, none of the Named Executive Officers elected to defer salary and/or bonus pursuant to this plan. In January 2014, the EDCP was amended to allow our executive officers and non-employee directors to defer restricted stock units, which will be paid out only in shares of WhiteWave common stock upon the expiration of the deferral period.

We also maintain a Supplemental Executive Retirement Plan (the “SERP”), which is a nonqualified deferred compensation arrangement for our employees earning compensation in excess of the maximum compensation that can be taken into account with respect to the 401(k) Plan, as set forth in the Internal Revenue Code. The SERP is designed to provide these employees with retirement benefits from WhiteWave that are equivalent, as a percentage of total compensation, to the benefits provided to other employees under the 401(k) Plan. WhiteWave credits to each eligible employee’s account an amount equal to 4% of his or her covered compensation in excess of the maximum described above, and credits interest on those balances at the mid-term applicable federal rate set by the IRS, plus 1%. Each employee’s plan balance will be paid to him or her upon termination of employment, a change in control, or the employee’s death or qualifying disability. All of the Named Executive Officers except Mr. Deryckere are eligible to participate in this plan. We do not maintain a defined benefit plan for any of our Named Executive Officers, except for Mr. Deryckere who participates in a Belgian pension plan.

In addition, Mr. Deryckere is eligible for contributions to the Alpro Top Hat Plan, which is a Belgian tax qualified deferred compensation benefit plan for Alpro key employees. Pursuant to the Top Hat Plan, we contribute 32% of all variable compensation paid to Mr. Deryckere to this plan. As state pension programs in Belgium are capped based on salary, a top hat plan for executives is a common market practice to safeguard retirement benefits for individuals with salaries above the state benefit ceilings. Variable compensation under the Alpro Top Hat Plan is composed of payments made under WhiteWave’s STI plan and payouts of retention awards granted by Alpro in prior years. The Alpro Top Hat Plan pays benefits upon retirement, which is defined as age 65, and the benefits are taxable to the participant upon retirement.

Other Compensation

We provide our executive officers with a limited number of perquisites. The perquisites are designed to minimize the amount of time the executive officers devote to administrative matters other than our business, promote a healthy work/life balance, and provide opportunities for developing business relationships. For example, we make available to our executive officers a health screening program which helps to maintain their overall health. We also provide an executive long-term disability benefit for our executive officers and other key employees that pays the officer a set monthly payment in the event he or she becomes disabled.

The Compensation Committee also approved certain personal use of the WhiteWave corporate aircraft for our Chairman and Chief Executive Officer, as described below in the “Summary Compensation Table for 2013.” The Compensation Committee believes that the enhanced security and efficiency this benefit provides is appropriate and is in the interests of WhiteWave and its stockholders. The incremental costs to WhiteWave of providing personal travel on corporate aircraft are included in the “All Other Compensation” table.

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In addition, executive officers are eligible to receive financial counseling, including tax and other financial advice. Amounts paid on behalf of each Named Executive Officer under this plan are not material and are included in the “All Other Compensation” table.

We purchase tickets to various cultural, charitable, civic, entertainment, and sporting events for business development and relationship building purposes, as well as to maintain involvement in communities in which we operate and our employees live. Occasionally, our employees, including our executives, make personal use of tickets that would not otherwise be used for business purposes.

Our senior executives, including our Named Executive Officers, participate in WhiteWave’s broad-based programs generally available to all employees or other key employees, including our 401(k) plan, health and dental plans and various other insurance plans, including disability and life insurance. For additional information regarding perquisites and other compensation, see the “All Other Compensation” table.

Severance and Change in Control Benefits

Executive Severance Plan. We maintain an Executive Severance Plan that provides severance benefits to certain designated officers of WhiteWave, including all of our Named Executive Officers except Mr. Deryckere, who are involuntarily terminated (other than for cause), or who voluntarily terminate their employment for good reason. Under the plan, all of the Named Executive Officers would be entitled to receive a payment in an amount up to two times the sum of his or her base salary and target bonus, plus a pro rata portion of his bonus for the fiscal year in which the termination occurs. In addition, the terminated officer would receive a cash payment for the in-the-money value of all outstanding and unvested LTI awards that would vest up to 36 months following the termination date based on the average closing price of WhiteWave’s stock for the 30 days immediately following the date of severance; however, unvested LTI awards whose payment is based upon the satisfaction of performance criteria will be valued based on the measurement of the performance criteria as of the end of the calendar year in which the termination occurs, unless otherwise expressly provided in the terms of the award. The terminated officer also would be entitled to cash payments that may be used to pay COBRA health benefits and outplacement services. An officer’s right to receive benefits under the plan is conditioned upon the execution of a release and upon such other conditions as the administrator of the Plan may determine, including execution of a non-compete agreement, non-solicitation agreement and/or non-disclosure agreement. For additional information regarding our severance benefits, see the “Estimated Payments upon a Qualified Termination” table and related narrative.

Change in Control Agreements. We also have entered into agreements with all of our Named Executive Officers, except Mr. Deryckere, pursuant to which, in the event of a change in control and a subsequent qualifying termination, each of such officers is entitled to receive (i) a lump sum cash payment equal to three times his annual base salary plus his target bonus for the year in which the termination occurs, plus a prorated bonus for the portion of the year served prior to the termination; (ii) the unvested balance of his 401(k) account, plus three times his most recent annual match by the Company; (iii) continued insurance benefits for two years; and (iv) certain outplacement services. In addition, all unvested equity awards vest in full upon a change in control. A qualifying termination means a termination of employment by WhiteWave or its successor without cause, or by the executive officer with good reason, within thirteen months following a change in control or, for Messrs. Engles, McPeak and Zanetich, by the executive officer for any reason during the thirteenth month following a change in control.

In March 2014, the Compensation Committee approved amendments to the Company’s agreements with Messrs. Engles, McPeak and Zanetich to eliminate the provision permitting the executive officer to receive benefits if he terminates employment for any reason during the thirteenth month following a change in control. All of the Company’s change in control agreements with its executive officers now require both a change in control and, within thirteen months following a change in control, either termination of employment by WhiteWave or its successor without cause or termination of employment by the executive officer with good

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reason. The agreements also contain standard covenants pursuant to which the executive agreed not to compete with WhiteWave or solicit any of WhiteWave’s employees for two years after termination and not to divulge any of WhiteWave’s confidential information. For additional information regarding our change in control benefits, see the “Estimated Payments Upon Termination Following a Change in Control” table and related narrative.

Agreement with Bernard Deryckere. Mr. Deryckere is not eligible for benefits under the Executive Severance Plan or pursuant to a change in control agreement; however, under his existing agreement, upon a termination of his employment agreement for any reason other than for “serious cause” as defined in Article 35 of the Belgium Employment Contracts Act, Mr. Deryckere would be entitled to receive an amount equal to the product of (i) the greater of 24 months, or the maximum statutory amount, which provides for a maximum of three months per five years of service, multiplied by (ii) his current salary, bonus and mid-term incentive compensation. In addition, if WhiteWave terminates Mr. Deryckere’s employment without “serious cause,” or Mr. Deryckere terminates his employment for good reason, Mr. Deryckere would be entitled to an additional amount equal to 12 months’ salary, which additional amount shall be reduced by any number of months greater than 24 payable with respect to the severance indemnity, calculated by using the maximum statutory formula set forth above.

Tax Deductibility Policy

The United States income tax laws generally limit the deductibility of compensation paid to certain Named Executive Officers to $1.0 million per year. An exception to this general rule exists, in Section 162(m) of the Internal Revenue Code, for performance-based compensation that meets certain IRS requirements. We received approval from our stockholders to grant performance-based awards that would qualify for the exception from this deduction limit. Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. Our Compensation Committee believes it is important to retain the flexibility to compensate executive officers competitively, and will continue to monitor our compensation practices and consider additional opportunities to take advantage of the performance-based compensation exemption when we believe it is in the best interests of WhiteWave and its stockholders.

Restrictions on Trading in Our Securities.

Our Code of Ethics prohibits all of our directors, executive officers and other employees from trading while aware of material, nonpublic information and from engaging in “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future). This policy is designed to ensure compliance with relevant SEC regulations, including insider trading rules.

Policy on Recoupment of Executive Incentive Compensation in the Event of Certain Restatements

The Company has adopted a “clawback” policy pursuant to which it may recoup certain compensation paid to any current or former WhiteWave executive officer in the event WhiteWave is required to restate its financial statements. Under the policy, the Compensation Committee, in its discretion, may require the return, repayment or forfeiture of any annual or long-term incentive payment or award made or granted to an executive officer if the payment or award was predicated upon achieving certain financial results that were subsequently the subject of the restatement, the executive officer engaged in intentional misconduct that caused the need for the restatement, and a lower payment or award would have been made to the executive officer based upon the restated financial results. In addition, the terms and conditions in our STI and LTI compensation plans, applicable to our Named Executive Officers and other participants, enable the company to “clawback” or recoup incentive compensation awarded under those plans pursuant to any clawback policy adopted by the company.

Consideration of the 2013 Stockholder Advisory Vote on our Executive Compensation

At our 2013 Annual Meeting of Stockholders, we held our first stockholder advisory vote on our fiscal year 2012 executive compensation programs and policies and the compensation paid to our Named Executive Officers as disclosed in the 2013 proxy statement. Our stockholders expressed strong support for our fiscal year 2012 executive compensation program, with over 99% of votes cast voting to approve the compensation.

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The Compensation Committee considered these voting results when designing our 2013 executive compensation programs and policies and determining the compensation to be paid to our executives in 2013. The Compensation Committee concluded that our current compensation programs effectively align pay and performance and promote long-term stockholder value and did not make any specific program changes as a result of the voting results. As part of its ongoing responsibilities, the Compensation Committee will continue to consider the results of future stockholder advisory votes as well as stockholder views about our compensation philosophy, objectives and program design.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Form 10-K for the year ended December 31, 2013.

This report is presented by:

The members of the Compensation Committee

Stephen L. Green (Chairman)

Michelle P. Goolsby

Joseph S. Hardin, Jr.

Mary E. Minnick

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Summary Compensation Table for 2013

The following table presents the compensation of our named executive officers for fiscal years 2013, 2012 and 2011. For fiscal 2013, our named executive officers are Gregg L. Engles, our principal executive officer, Kelly J. Haecker, our principal financial officer, and Messrs. McPeak, Deryckere and Zanetich, the next three most highly-compensated executive officers who were serving as executive officers of WhiteWave at the end of fiscal 2013.

For information on the role of each component within the total executive compensation program, see the relevant description in the “Compensation Discussion and Analysis” beginning on page 25 of this Proxy Statement. For more information regarding how the amounts in the table are calculated, see the narrative that follows the footnotes to the table.

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2013 All Other Compensation (1)