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Voting Results

May 17, 2022 Annual Meeting of Stockholders Voting Results

The Annual Meeting of Stockholders of The Hershey Company was held on May 17, 2022. Stockholders voted on the following four proposals at the meeting:

Proposal No. 1 – Election of twelve 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, 2022

Proposal No. 3 - Approval of named executive officer compensation on a non-binding advisory basis

Proposal No. 4 - Denial of stockholder proposal.

Voting results were as follows:

Proposal No. 1

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

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

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

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

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 2022, by the votes set forth as follows:

Votes For Votes Against Abstentions

716,699,733

568,071

297,615

 

Proposal No. 3

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

Holders of the Company's Common Stock and Class B Common Stock, voting together without regard to class, denied 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

No other matters were submitted for stockholder action.