Voting Results

May 17, 2021 Annual Meeting of Stockholders Voting Results

The Annual Meeting of Stockholders of The Hershey Company was held on May 17, 2021. Stockholders voted on the following three 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, 2021

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

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

707,209,978

2,280,688

16,595,947

James W. Brown

707,425,417

2,065,249

16,595,947

Michele G. Buck

699,777,059

9,713,607

16,595,947

Mary Kay Haben

705,190,317

4,300,349

16,595,947

James C. Katzman

707,736,129

1,754,537

16,595,947

M. Diane Koken

708,199,979

1,290,687  

16,595,947

Robert M. Malcolm

708,437,750

1,052,916

16,595,947

Anthony J. Palmer

707,866,222

1,624,444

16,595,947

Juan R. Perez

708,690,810

799,856

16,595,947

Wendy L. Schoppert

708,185,575

1,305,091

16,595,947

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

102,198,279

1,171,547

16,595,947

Robert M. Dutkowsky

97,444,487

5,925,339

16,595,947

 

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 2021, by the votes set forth as follows:

Votes For Votes Against Abstentions

725,254,397

599,517

232,699

 

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

698,420,131

10,503,421

567,114

16,595,947

No other matters were submitted for stockholder action.