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Voting Results

May 6, 2024 Annual Meeting of Stockholders Voting Results

The Annual Meeting of Stockholders of The Hershey Company was held on May 6, 2024. Stockholders voted on the following five 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, 2024

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

Proposal No. 4 - Denial of stockholder proposal.  

Proposal No. 5 - 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

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

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

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

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 2024, by the votes set forth as follows:

Votes For Votes Against Abstentions

669,540,141

1,119,884

251,634 

 

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

638,757,642 

12,528,566

572,984

19,052,467

 

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

18,587,401 

631,763,440 

1,508,351

19,052,467

 

Proposal No. 5

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

36,015,912

614,628,103

1,215,177

19,052,467

No other matters were submitted for stockholder action.