HERSHEY CO

Regulatory Filings • May 8, 2024

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 6, 2024

Date of Report (Date of earliest event reported)

THE HERSHEY CO MPANY

(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 6, 2024, The Hershey Company (the “Company”) held its 2024 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
Michele G. Buck	639,634,524	12,224,668	19,052,467
Victor L. Crawford	648,574,602	3,284,590	19,052,467
Mary Kay Haben	648,516,068	3,343,124	19,052,467
M. Diane Koken	622,421,753	29,437,439	19,052,467
Huong Maria T. Kraus	649,402,245	2,456,947	19,052,467
Robert M. Malcolm	621,583,613	30,275,579	19,052,467
Anthony J. Palmer	622,366,801	29,492,391	19,052,467
Juan R. Perez	616,094,241	35,764,951	19,052,467
Cordel Robbin-Coker	650,786,003	1,073,189	19,052,467

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
Robert M. Dutkowsky	76,351,975	29,386,377	19,052,467
Kevin M. Ozan	104,888,187	850,165	19,052,467

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, 2024, by the votes set forth as follows:

Votes For	Votes Against	Abstentions
669,540,141	1,119,884	251,634

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
638,757,642	12,528,566	572,984	19,052,467

Proposal No. 4 — Stockholder Proposal Public Report on Living Wage & Income

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
18,587,401	631,763,440	1,508,351	19,052,467

Proposal No. 5 — Stockholder Proposal Public Report on Packaging Reuse & Recycling

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
36,015,912	614,628,103	1,215,177	19,052,467

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 — /s/ Steven E. Voskuil
Steven E. Voskuil Senior Vice President, Chief Financial Officer