0000047111false00000471112020-05-122020-05-12

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 12, 2020
Date of Report (Date of earliest event reported)

HSY-20200512_G1.JPG
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).

Emerging Growth Company ☐

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 12, 2020, The Hershey Company (the "Company") held its 2020 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 710,448,066 724,981 18,634,293
James W. Brown 709,091,304 2,081,743 18,634,293
Michele G. Buck 701,082,343 10,090,704 18,634,293
Charles A. Davis 706,806,062 4,366,985 18,634,293
Mary Kay Haben 705,093,901 6,079,146 18,634,293
James C. Katzman 709,067,942 2,105,105 18,634,293
M. Diane Koken 710,328,111 844,936 18,634,293
Robert M. Malcolm 710,500,358 672,689 18,634,293
Anthony J. Palmer 708,940,568 2,232,479 18,634,293
Wendy L. Schoppert 709,970,660 1,202,387 18,634,293
David L. Shedlarz 706,141,786 5,031,261 18,634,293

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 102,794,404 2,257,803 18,634,293
Juan R. Perez 104,299,465 752,742 18,634,293

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, 2020, by the votes set forth as follows:

Votes For Votes Against Abstentions
728,827,243 601,220 378,877

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
704,108,668 6,445,357 619,022 18,634,293



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 13, 2020 By: /s/ Damien Atkins
Damien Atkins
Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)