UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 17, 2022
Date of Report (Date of earliest event reported)
THE HERSHEY COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 1-183 | | 23-0691590 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
19 East Chocolate Avenue
Hershey, PA 17033
(Address of principal executive offices)
(Zip Code)
(717) 534-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, one dollar par value | | HSY | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| | | | | | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | ☐ |
| | | | | | | | |
| Item 5.07. | | Submission of Matters to a Vote of Security Holders. |
On May 17, 2022, The Hershey Company (the “Company”) held its 2022 Annual Meeting of Stockholders via live webcast. Set forth below are the final voting results from the meeting.
Proposal No. 1 — Election of Directors
Holders of the Company’s Common Stock and Class B Common Stock, voting together without regard to class, elected the following directors by the votes set forth as follows:
| | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Pamela M. Arway | | 697,323,646 | | 4,064,009 | | 16,177,764 |
| James W. Brown | | 698,491,622 | | 2,896,033 | | 16,177,764 |
| Michele G. Buck | | 691,238,723 | | 10,148,932 | | 16,177,764 |
| Mary Kay Haben | | 686,680,577 | | 14,707,078 | | 16,177,764 |
| James C. Katzman | | 697,573,885 | | 3,813,770 | | 16,177,764 |
| M. Diane Koken | | 699,641,376 | | 1,746,279 | | 16,177,764 |
| Robert M. Malcolm | | 699,865,627 | | 1,522,028 | | 16,177,764 |
| Anthony J. Palmer | | 697,526,060 | | 3,861,595 | | 16,177,764 |
| Juan R. Perez | | 699,156,516 | | 2,231,139 | | 16,177,764 |
| Wendy L. Schoppert | | 699,812,305 | | 1,575,350 | | 16,177,764 |
Holders of the Company’s Common Stock, voting separately as a class, elected the following directors by the votes set forth as follows:
| | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Victor L. Crawford | | 103,351,497 | | 1,916,038 | | 16,177,764 |
| Robert M. Dutkowsky | | 94,218,137 | | 11,049,398 | | 16,177,764 |
Proposal No. 2 — Ratification of Appointment of Independent Auditors
Holders of the Company’s Common Stock and Class B Common Stock, voting together without regard to class, ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2022, by the votes set forth as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | |
| 716,699,733 | | 568,071 | | 297,615 | | |
Proposal No. 3 — Non-Binding Advisory Vote on Named Executive Officer Compensation
Holders of the Company’s Common Stock and Class B Common Stock, voting together without regard to class, approved the compensation of the Company’s named executive officers on a non-binding advisory basis by the votes set forth as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 691,431,197 | | 9,239,608 | | 716,850 | | 16,177,764 |
Proposal No. 4 — Stockholder Proposal
Holders of the Company’s Common Stock and Class B Common Stock, voting together without regard to class, voted against the stockholder proposal by the votes set forth as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 54,621,870 | | 644,980,938 | | 1,784,847 | | 16,177,764 |
| | | | | | | | | | | | | | |
| Item 9.01. | | Financial Statements and Exhibits. |
| | | | |
| (d) | | Exhibits. | | |
| | | | |
| | Exhibit Number | | Description |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | THE HERSHEY COMPANY | |
| | | | |
| Date: May 19, 2022 | | By: | /s/ Steven E. Voskuil | |
| | | Steven E. Voskuil
Senior Vice President, Chief Financial Officer | |
