The Annual Meeting of Stockholders of The Hershey Company was held on May 6, 2025. Stockholders
voted on the following proposals at the meeting:
Proposal No. 1 - Election of eleven directors
Proposal No. 2 - Ratification of the Audit Committee's appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2025
Proposal No. 3 - Approval of named executive officer compensation on a non-binding advisory basis
Proposal No. 4 - Approval of the Amended and Restated Certificate of Incorporation to provide stockholders the right to fill certain vacancies on the Board of Directors
Voting results were as follows:
The following directors were elected at the meeting by the holders of Common Stock and Class B Common Stock, voting together without regard to class:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
Michele G. Buck |
647,325,156 |
7,467,497 |
18,392,015 |
Timothy W. Curoe |
653,987,740 |
804,913 |
18,392,015 |
Mary Kay Haben |
649,011,051 |
5,781,602 |
18,392,015 |
Huong Maria T. Kraus |
631,134,279 |
23,658,374 |
18,392,015 |
Barry J. Nalebuff |
653,909,847 |
882,806 |
18,392,015 |
Juan R. Perez |
619,983,671 |
34,808,982 |
18,392,015 |
Marie Quintero-Johnson |
653,948,864 |
843,789 |
18,392,015 |
Cordel Robbin-Coker |
652,354,397 |
2,438,256 |
18,392,015 |
Harold Singleton III |
653,972,332 |
820,321 |
18,392,015 |
The following directors were elected by the holders of the Common Stock voting separately as a class.
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
Deirdre A. Mahlan |
107,877,181 |
787,802 |
18,389,385 |
Kevin M. Ozan |
106,947,527 |
1,717,456 |
18,389,385 |
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 2025, by the votes set forth as follows:
| Votes For | Votes Against | Abstentions |
|---|---|---|
671,955,607 |
1,028,265 |
200,796 |
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 nonbinding advisory basis by the votes set forth as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
625,026,511 |
29,266,381 |
499,761 |
18,392,015 |
Holders of the Company's Common Stock and Class B Common Stock, voting together without regard to class, approved the Amended and Restated Certificate of Incorporation to provide stockholders the right to fill certain vacancies on the Board of Directors by the votes set forth as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
653,973,464 |
472,295 |
346,894 |
18,392,015 |