HSY 8-K Current Reports

Hershey 8-K Report, Financial Results (Oct 29, 2026)

The Hershey Company reported third-quarter 2026 results for the quarter ended September 27, 2026, with consolidated net sales of $3,275.5 million, up 3.0%, and organic, constant currency net sales up 0.8%. Reported net income was $580.8 million, or $2.88 per share-diluted, and adjusted earnings per share-diluted was $2.64. Growth was driven by net price realization of approximately 11 points, offset by volume declining approximately 10 points. Reported gross margin rose to 46.1% from 32.6%, and reported operating profit rose to $817.7 million, though the filing attributes part of this to derivative mark-to-market gains of $113.4 million. The company updated its 2026 full-year outlook. Net sales growth is now expected to be about 5% (previously 4.5% to 5%), organic net sales growth about 3% (previously 3% to 3.5%), and adjusted EPS growth 36% to 38.5% (previously 32.5% to 35%). Reported EPS is projected at $8.00 to $8.26 and adjusted EPS at $8.58 to $8.74. The outlook includes approximately $0.22 from tariff refunds received in Q3 2026 and $0.03 in Q2 2026, and excludes potential future tariff refunds. Segment performance was mixed. North America Confectionery net sales rose 1.6% with segment margin of 35.8%, while North America Salty Snacks net sales rose 22.3%, including the LesserEvil acquisition, but segment income fell 17.9%. The International segment posted a loss of $30.0 million on net sales down 7.5%. Management described consumers as growing more cautious while expecting second-half demand creation initiatives to gain momentum.

Oct 29, 2026 8-K

Hershey 8-K Report, Executive Changes (Sep 2, 2026)

The Hershey Company announced that Dave Hulays has been appointed Senior Vice President, Chief Financial Officer, effective September 2, 2026, succeeding Steven E. Voskuil as principal financial officer. Hulays, who has been with the Company since March 2012 and has served as Senior Vice President, Finance since May 2025, will oversee the global finance organization. Voskuil steps down from the CFO role effective the same day and will remain with the Company as Senior Vice President, Strategic Projects until his retirement in the first quarter of 2027. Hulays's Offer Letter sets an annual base salary of $725,000, a target 2026 annual incentive of 85% of base salary until his appointment date and 100% thereafter under the One Hershey Incentive Program, and an LTIP target of $2 million. He will also participate in Executive Benefits Protection Plan 3A, which provides two years of severance after a qualifying termination following a change in control or eighteen months otherwise, and in the DC SERP, with an annual Company contribution equal to 12.5% of base salary and incentive award. The filing states there are no arrangements under which he was selected as an officer and no related-party transactions requiring disclosure under Item 404(a). A press release dated September 2, 2026 (Exhibit 99.1), quoted CEO Kirk Tanner describing Hulays as a proven, enterprise-minded finance leader and thanking Voskuil for seven years of leadership of the finance organization. The release notes Hulays's roughly 30 years of experience across Hershey and Procter & Gamble.

Sep 2, 2026 8-K

Hershey 8-K Report, Financial Results (Jul 30, 2026)

The Hershey Company (NYSE: HSY) reported second-quarter 2026 results for the quarter ended June 28, 2026, and narrowed its full-year 2026 outlook. Consolidated net sales rose 6.6% to $2,787.3 million, with organic, constant currency net sales up 3.6%. Reported net income was $457.7 million, or $2.26 per diluted share, versus $62.7 million in the prior-year quarter, and adjusted diluted EPS was $1.90, an increase of 57.0%. Net price realization of about 12 points offset volume declines of about 8 points, with volume pressured by elasticity in North America Confectionery and International. For the six months ended June 28, 2026, net sales were $5.89 billion, up 8.7%, with organic, constant currency growth of 5.8%. Reported diluted EPS was $4.39 and adjusted diluted EPS was $4.25, an increase of 28.4%. Reported results were boosted by derivative mark-to-market gains of $102.9 million in the quarter. North America Confectionery segment income rose 40.1% to $705.8 million, while North America Salty Snacks segment income fell 5.9% to $62.6 million and International swung to a segment loss of $5.1 million. For 2026, the company narrowed guidance: net sales growth is now 4.5% to 5% (previously 4% to 5%), organic net sales growth 3% to 3.5% (previously 2.5% to 3.5%), reported EPS growth 82% to 89%, and adjusted EPS growth 32.5% to 35% (previously 30% to 35%). Projected 2026 adjusted diluted EPS is $8.36 to $8.52. The outlook excludes potential future tariff rebates. Management cited a fuller recovery in earnings and increased investment in brands, merchandising and innovation for the second half.

Jul 30, 2026 8-K

Hershey 8-K Report, Executive Changes (Jun 9, 2026)

The Hershey Company (HSY) filed a Current Report on Form 8-K dated June 9, 2026, disclosing a board appointment under Item 5.02. On June 3, 2026, the Board of Directors, acting on the recommendation of its Governance Committee, appointed Joe Park as a director, effective June 29, 2026. Mr. Park will serve on the Audit and Finance and Risk Management Committees of the Board. Mr. Park is currently Executive Vice President and Chief Digital and Information Officer at State Farm, responsible for technology, data, and innovation. The filing describes his prior roles at Yum! Brands, including Chief Digital and Technology Officer and President of Byte by Yum!, an AI-driven restaurant technology platform, and Chief Innovation Officer, as well as earlier service as Vice President, Associate Digital Experience and Enterprise Architecture at Walmart. The Board has determined he is independent under New York Stock Exchange listing standards. The filing states there is no arrangement or understanding under which he was selected as a director and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. Mr. Park will receive compensation under the Company's non-employee director compensation program, as described in the proxy statement for the 2026 Annual Meeting of Stockholders filed March 25, 2026. The only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).

Jun 9, 2026 8-K

Hershey 8-K Report, Executive Changes (May 28, 2026)

The Hershey Company (NYSE: HSY) announced on May 28, 2026 that Jason Reiman, Senior Vice President, Chief Supply Chain Officer, intends to retire. Reiman will step down from his current role on June 22, 2026, and will remain with the Company as Senior Vice President, Supply Chain Modernization to assist with the transition until his retirement, which the filing says he intends to take in the second quarter of 2027. The press release states he will remain through April 2027. The Company named Mitchell Arends as Senior Vice President, Chief Supply Chain Officer, effective June 22, 2026. Arends joins from UTZ Brands, where he was Executive Vice President, Principal Operating Officer, and Chief Integrated Supply Chain Officer over a $1.5 billion business, and previously served as Chief Supply Chain Officer of North America at Kraft Heinz, responsible for a $22 billion supply chain. He will have end-to-end accountability for manufacturing, procurement, logistics, and planning, with a focus on digital integration, automation, and insights-driven planning. The filing describes a planned, structured leadership transition rather than a financial disclosure. No financial results or guidance are included in the filing. The press release is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.

May 28, 2026 8-K

Hershey 8-K Report, Shareholder Vote Results (May 8, 2026)

The Hershey Company (HSY) held its 2026 Annual Meeting of Stockholders by live webcast on May 5, 2026, and this Form 8-K reports the final voting results for three proposals. Stockholders elected nine directors voting together as Common Stock and Class B Common Stock holders, and Timothy W. Curoe, Huong Maria T. Kraus, and Harold Singleton III each drew over 21 million votes against. Holders of Common Stock voting separately as a class elected Christopher W. Brandt and Guy Persaud. Stockholders ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, with 673,359,047 votes for and 650,549 against. In a non-binding advisory vote, stockholders approved the compensation of the Company's named executive officers, with 634,080,237 votes for, 22,082,194 against, and 434,508 abstentions. The filing contains no financial statements. Item 9.01 lists only the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document.

May 8, 2026 8-K

Hershey 8-K Report, Financial Results (Apr 30, 2026)

The Hershey Company reported first-quarter 2026 results for the quarter ended March 29, 2026, announcing consolidated net sales of $3,104.2 million, an increase of 10.6%, and organic, constant currency net sales growth of 7.9%. Reported net income was $435.1 million, or $2.13 per share-diluted, compared with $224.2 million in the prior-year period, and adjusted earnings per share-diluted were $2.35, an increase of 12.4%. Reported gross margin rose to 39.4% from 33.7%, while adjusted gross margin was 40.4%, a decrease of 80 basis points, reflecting higher commodity and tariff-related costs. Net price realization of approximately 10 points offset volume declines of approximately 2 points, and the LesserEvil acquisition contributed a 2.0 point benefit. By segment, North America Confectionery net sales rose 8.3% to $2,489.9 million with segment margin of 31.8%, while North America Salty Snacks net sales rose 26.0% to $350.1 million but segment income fell 18.1% to $34.3 million, with margin down 530 basis points to 9.8% due to higher supply chain costs tied in part to a voluntary temporary product withdrawal. The International segment's net sales increased 16.1% to $264.2 million, but segment income fell to $15.3 million, with margin down 680 basis points to 5.8%. Hershey reaffirmed its full-year 2026 outlook, including net sales growth of 4% to 5%, organic net sales growth of 2.5% to 3.5%, and adjusted earnings per share growth of 30% to 35%. The company also reaffirmed its projected 2026 adjusted EPS range of $8.20 to $8.52, with interest expense of approximately $200 million to $210 million and capital expenditures of approximately $425 million to $475 million.

Apr 30, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Hershey 8-K Report, Executive Changes (Apr 14, 2026)

The Hershey Company filed this Form 8-K on April 14, 2026 to report a single executive departure. Andrew Archambault, President, US of The Hershey Company, will be leaving the Company effective May 1, 2026. The Company has begun a search for his replacement. The filing is brief and contains no financial results, guidance, or other financial information. Its only disclosed event is the planned departure of a senior U.S. business leader, which is covered under Item 5.02 (Departure of Directors or Certain Officers). The filing does not state the reasons for the departure or name any interim or successor arrangements. For investors, the main takeaway is a near-term leadership transition in the company's U.S. business. The filing gives no details on compensation arrangements, the scope of the successor search, or any effect on operations.

Apr 14, 2026 8-K

Hershey 8-K Report, Financial Results (Mar 31, 2026)

The Hershey Company (NYSE: HSY) furnished an 8-K on March 31, 2026 reporting that it reaffirmed its 2026 full-year financial outlook in a press release (Exhibit 99.1). The guidance calls for net sales growth of 4% to 5%, organic net sales growth of 2.5% to 3.5%, reported earnings per share growth of 79% to 89%, and adjusted earnings per share growth of 30% to 35%. Net sales growth includes an approximate 150 basis point benefit from the 2025 acquisition of LesserEvil, LLC. The same day, the company hosted its 2026 Investor Day at the New York Stock Exchange, with a webcast beginning at 12:00 p.m. ET. Management, led by President and CEO Kirk Tanner, said it will outline strategic priorities and a financial framework built around the theme "Lead Next Generation Snacking." The priorities are a next-generation portfolio and innovation strategy, a "One Hershey" commercial model spanning sweet, salty, and functional snacking, and a modern supply chain focused on productivity. Management also said it will lay out a path to restoring margin and earnings growth and sustaining balanced top- and bottom-line growth. The presentation materials for the Investor Day are furnished as Exhibit 99.2. Under Items 2.02 and 7.01, the furnished information is not deemed "filed" under Section 18 of the Exchange Act. The filing's forward-looking statements caution that actual results may differ materially, citing risks including raw material costs, competition, tariffs, and execution of acquisitions and a new enterprise resource planning system.

Mar 31, 2026 8-K

Corporate ChangesExhibits & Filings

Hershey 8-K Report, Financial Results (Feb 5, 2026)

The Hershey Company (NYSE: HSY) reported fourth-quarter 2025 consolidated net sales of $3,091.0 million, up 7.0%, with organic, constant currency net sales up 5.7%. Reported net income fell 59.9% to $320.0 million, or $1.57 per share-diluted, and adjusted earnings per share-diluted fell 36.4% to $1.71. For full-year 2025, net sales rose 4.4% to $11,692.6 million, while reported net income decreased 60.3% to $883.3 million, or $4.34 per share-diluted, and adjusted earnings per share-diluted decreased 32.7% to $6.31. The filing attributes the profit decline to higher commodity and tariff costs, lower volume from price elasticity, a large derivative mark-to-market loss in 2025, and increased selling, marketing and administrative expenses, partly offset by net price realization and transformation program savings. For 2026, the company expects reported net sales to grow 4% to 5%, including an approximate 150 basis point benefit from the LesserEvil acquisition, with foreign currency expected to be neutral. Reported diluted EPS is projected at $7.77 to $8.19, and adjusted diluted EPS at $8.20 to $8.52, representing increases of 30% to 35% on an adjusted basis. Management expects sales growth and gross margin recovery to more than offset higher strategic investment in brands, capabilities and technology, and higher interest expense. Guidance also includes an effective tax rate of approximately 25% to 27%, interest expense of $200 million to $210 million, and capital expenditures of $425 million to $475 million. The North America Salty Snacks segment was the standout performer, with fourth-quarter net sales up 28.0% and segment income up 38.1%, while North America Confectionery segment income fell 10.7% and International swung to a segment loss of $31.6 million in the quarter. The filing also records a $84.4 million net positive pre-tax item affecting comparability in the fourth quarter of 2025 and a $264.7 million derivative mark-to-market gain in the prior-year quarter.

Feb 5, 2026 8-K

Hershey 8-K Report, Bylaw Amendment (Dec 5, 2025)

The Hershey Company (HSY) filed a Current Report on Form 8-K dated December 5, 2025, reporting an amendment to its By-laws, as amended and restated as of March 4, 2025. The Board of Directors adopted the amendments effective immediately, stating they address and clarify certain provisions in furtherance of good corporate governance practices. The filing does not report any financial results, financial statement items, or quantitative figures. The key governance changes remove language allowing Michele Buck to hold the position of Chairman of the Board and remove references to the Lead Independent Director. The filing says these removals are consistent with prior By-law amendments requiring the Chairman to be selected from the independent directors on the Board. The amendments also add clarifying language on succession and authority. In the absence of the Chairman and Vice Chairman (if any), the Governance Committee Chair will preside over stockholder and Board meetings and perform other duties assigned by the Board. During an emergency or when the Chief Executive Officer is unable or unavailable to act, the Vice Chairman (if any) may call a Board meeting, in addition to the Chairman and Governance Committee Chair. The full amended By-laws are filed as Exhibit 3.1.

Dec 5, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hershey 8-K Report, Financial Results (Oct 30, 2025)

The Hershey Company (NYSE: HSY) reported third-quarter 2025 results for the period ended September 28, 2025, with consolidated net sales of $3,181.4 million, up 6.5%, and organic, constant currency net sales up 6.2%, driven by net price realization of approximately 6 points. Reported net income was $276.3 million, or $1.36 per diluted share, a decrease of 38.2%, and adjusted diluted EPS was $1.30, a decrease of 44.4%. Reported gross margin fell to 32.6% from 41.3%, reflecting higher commodity and tariff costs and unfavorable mix, which more than offset net price realization and productivity savings. The company raised its full-year 2025 net sales growth outlook to approximately 3% from at least 2%, and raised its adjusted EPS outlook to the upper half of the prior range, now down 36% to 37%. Reported EPS is now expected to decline 48% to 50%. Guidance includes tariff expense of approximately $160 million to $170 million and does not include the proposed acquisition of LesserEvil. Management said third-quarter results surpassed expectations, citing innovation, brand investment and execution. By segment, North America Confectionery net sales rose 5.6% to $2,615.6 million but segment income fell 21.2% to $571.5 million. North America Salty Snacks net sales rose 10.0% to $321.0 million, with segment income up 6.9%. International net sales rose 12.1% to $244.8 million, but the segment posted a $13.6 million loss. Balance sheet data show long-term debt rising to $4,677.1 million at September 28, 2025 from $3,190.2 million at December 31, 2024.

Oct 30, 2025 8-K

Hershey 8-K Report, Material Agreement (Oct 21, 2025)

The Hershey Company entered into a new Five Year Credit Agreement dated as of October 21, 2025, with Bank of America, N.A. as administrative agent and a group of co-syndication agents, co-documentation agents and joint lead arrangers. The agreement establishes an unsecured revolving credit facility allowing the Company to borrow up to $1.875 billion, with an option to increase total commitments by up to $1.0 billion with Lender consent. Borrowed funds may be used for general corporate and other purposes, and advances may be repaid without penalty at any time before the agreement's last day. On the same date, the Company terminated its existing Five Year Credit Agreement dated April 26, 2023 (the Prior Facility), which provided an unsecured revolving facility of up to $1.35 billion with an option to increase commitments by up to $500 million with lender consent. The new facility is therefore $525 million larger in base commitments than the Prior Facility, based on the amounts stated in the filing. The new agreement includes a financial covenant requiring the ratio of pre-tax income from continuing operations for the most recent four fiscal quarters to consolidated interest expense for the same period to be at least 2.0 to 1.0 at the end of each fiscal quarter. It also contains customary representations, warranties, affirmative and negative covenants, and events of default, under which Lenders holding a majority of commitments may accelerate repayment and terminate lending commitments. The Company may extend the termination date for up to two additional one-year periods upon notice to the administrative agent.

Oct 21, 2025 8-K

Other EventsExhibits & Filings

Hershey 8-K Report, Executive Changes (Aug 27, 2025)

The Hershey Company filed this Form 8-K on August 27, 2025 to report a board change under Item 5.02. On August 21, 2025, Juan R. Perez notified the Board of Directors of his decision to retire from the Board and from its Executive, Governance and Finance and Risk Management Committees, effective October 3, 2025. The filing states that Mr. Perez's decision to retire was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The filing contains no financial results, guidance, or other operating information. For investors, the event is a routine board departure with no stated dispute or financial impact. The only exhibit is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document.

Aug 27, 2025 8-K

Hershey 8-K Report, Corporate Update (Aug 18, 2025)

The Hershey Company filed this Form 8-K under Item 8.01 (Other Events) to report a leadership change on its Board of Directors. Following the retirement of Michele G. Buck from her role as Chairman of the Board, the Board has appointed Huong Maria T. Kraus to serve as Chairman, effective August 18, 2025. Ms. Kraus joined the Board in May 2023 and currently serves on its Audit and Governance Committees. The filing highlights Ms. Kraus's background in governance, finance, strategy and corporate development. She is Chairman of the Board of Hershey Trust Company and Milton Hershey School, a role she has held since January 2024, after previously serving as Vice Chair since January 2021. She has been a director of Hershey Trust Company and a member of the Board of Managers of Milton Hershey School since January 2018. She is also Chief Financial Officer of Wedgewood Pharmacy, a veterinary pharmacy solutions company, a position held since June 2021. For investors, this is a governance update rather than a financial disclosure. The filing contains no financial results, guidance, or financial statements, and its only exhibit is the Cover Page Interactive Data File (Exhibit 104).

Aug 18, 2025 8-K

Hershey 8-K Report, Executive Changes (Aug 4, 2025)

The Hershey Company (HSY) filed a Form 8-K on August 4, 2025 under Item 5.02 to report the appointment of Chris Brandt to its Board of Directors. The Board, acting on the recommendation of its Governance Committee, appointed Mr. Brandt on July 30, 2025, effective August 11, 2025. He will serve on the Compensation and Human Capital Committee and the Finance and Risk Management Committee. Mr. Brandt has more than 25 years of marketing experience in the food and beverage industry. He is currently President, Chief Brand Officer of Chipotle Mexican Grill, where he oversees all marketing, including creative, media, culinary innovation, social, loyalty and analytics, as well as new restaurant development. Previously he was Executive Vice President and Chief Brand Officer of Bloomin' Brands, Inc., and Chief Brand Officer of Taco Bell, a subsidiary of Yum! Brands, Inc. The Board has determined that Mr. Brandt is independent under New York Stock Exchange listing standards. The filing states there is no arrangement or understanding under which he was selected as a director and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. He will receive compensation under the Company's non-employee director compensation program, as described in the proxy statement for the 2025 Annual Meeting of Stockholders filed March 26, 2025. The filing's only exhibit is the Cover Page Interactive Data File (Exhibit 104).

Aug 4, 2025 8-K

Hershey 8-K Report, Financial Results (Jul 30, 2025)

The Hershey Company (NYSE: HSY) reported second-quarter 2025 results for the period ended June 29, 2025, with consolidated net sales of $2,614.7 million, an increase of 26.0%, and organic, constant currency net sales up 26.3%. The increase reflected the lap of planned inventory reductions tied to the 2024 ERP system implementation, the timing of Easter, and earlier shipment of Halloween orders. Reported net income fell to $62.7 million, or $0.31 per diluted share, a decrease of 65.2%, while adjusted diluted EPS was $1.21, a decrease of 4.7%. Reported gross margin fell to 30.5% from 40.2%, driven largely by $200.7 million in derivative mark-to-market losses, higher commodity and manufacturing costs, and unfavorable mix. Reported effective tax rate rose to 57.9%. The company updated its 2025 outlook. Reported EPS growth is now expected to be down approximately 50%, versus a prior guidance of down in the high-40% range, and adjusted EPS growth is now expected to be down 36% to 38%, versus a prior guidance of down in the mid-30% range. Net sales growth guidance remains up at least 2%. The update reflects estimated full-year tariff expenses of approximately $170 to $180 million, and the outlook excludes the proposed acquisition of LesserEvil. Management cited commodity cost mitigation strategies, including strategic pricing, productivity, and technology-enabled efficiency, as steps toward offsetting cocoa inflation. Segment results were mixed. North America Confectionery net sales rose 32.0% to $2,085.5 million, but segment margin declined to 24.2%. North America Salty Snacks net sales increased 8.8% and segment margin improved to 21.1%. International net sales rose 4.4%, but segment income fell 20.8% to $19.8 million, with volume weakness in Mexico cited. The balance sheet showed total debt increasing, with long-term debt rising to $5.18 billion from $3.19 billion at December 31, 2024, and inventories increasing to $1.84 billion from $1.25 billion.

Jul 30, 2025 8-K

Hershey 8-K Report, Executive Changes (Jul 8, 2025)

The Hershey Company (NYSE: HSY) has appointed Kirk Tanner as President and Chief Executive Officer, effective August 18, 2025, succeeding Michele G. Buck, who announced her retirement at the start of 2025. Tanner will also join the Board of Directors on that date. He currently serves as President and CEO and a director of The Wendy's Company, and previously spent over 30 years at PepsiCo, most recently as CEO of PepsiCo Beverages North America, a business the press release describes as $28 billion. Under his Employment Agreement, Tanner receives an annual base salary of $1,250,000 and a cash incentive target of 180% of base salary, pro-rated for 2025. He will receive sign-on equity awards of $7,000,000 in restricted stock units and $4,000,000 in performance stock units, plus pro-rata 2025 awards of $1,181,250 in RSUs and $2,193,750 in PSUs. He is also eligible for an annual equity award with a target value of $9,000,000. Severance on termination without cause or for good reason is 1.5x base salary, along with incentive continuation, accelerated RSU vesting, and 18 months of welfare benefit continuation, subject to a release and restrictive covenants. Different terms apply within two years after a change in control. Michele Buck will retire as CEO and resign from the Board effective on the same date. She will serve as a Special Advisor through June 30, 2026, and then as an independent contractor through December 31, 2026. The filing states that her decision does not reflect any dispute with the Company.

Jul 8, 2025 8-K/A

Hershey 8-K/A Report, Shareholder Vote Results (May 9, 2025)

The Hershey Company filed this Current Report under Item 5.07 to amend the voting results for Proposal No. 1, Election of Directors, from its 2025 Annual Meeting of Stockholders, held via live webcast on May 6, 2025. The amendment supersedes the voting results disclosed in the company's Form 8-K filed on May 8, 2025, and presents the final voting results from the meeting. Under the filing, holders of Common Stock and Class B Common Stock, voting together, elected nine directors: Michele G. Buck, Timothy W. Curoe, Mary Kay Haben, Huong Maria T. Kraus, Barry J. Nalebuff, Juan R. Perez, Marie Quintero-Johnson, Cordel Robbin-Coker, and Harold Singleton III. Holders of Common Stock, voting separately as a class, elected Deirdre A. Mahlan and Kevin M. Ozan. Juan R. Perez received the largest number of votes withheld in the combined vote (34,808,982), followed by Huong Maria T. Kraus (23,658,374). The filing's only listed exhibit is Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document. The filing contains no financial statements, guidance, or operating results.

May 9, 2025 8-K

Hershey 8-K Report, Shareholder Vote Results (May 8, 2025)

The Hershey Company held its 2025 Annual Meeting of Stockholders via live webcast on May 6, 2025, and this Form 8-K reports the final voting results. Shareholders elected all nine director nominees for the Common Stock and Class B Common Stock voting together, and elected Deirdre A. Mahlan and Kevin M. Ozan as directors by the holders of Common Stock voting separately as a class. Each elected director received substantially more votes for than withheld, with Michele G. Buck receiving 647,325,156 votes for and 254,067 withheld, and Juan R. Perez receiving 619,983,671 votes for and 273,003 withheld. Stockholders also ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2025, with 671,955,607 votes for, 1,028,265 against and 200,796 abstentions. On a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 625,026,511 votes for and 29,266,381 against, along with 499,761 abstentions and 18,392,015 broker non-votes. Stockholders further approved the amended and restated certificate of incorporation, with 653,973,464 votes for, 472,295 against, 346,894 abstentions and 18,392,015 broker non-votes. The filing also lists a Cover Page Interactive Data File (Exhibit 104) as its only exhibit.

May 8, 2025 8-K

Hershey 8-K Report, Regulation FD Disclosure (May 6, 2025)

The Hershey Company (HSY) filed this Form 8-K on May 6, 2025 under Item 7.01 (Regulation FD Disclosure) to furnish presentation materials for its 2025 Annual Meeting of Stockholders, which was held via live webcast that day. The filing states the meeting included a general business review update. The presentation materials are attached as Exhibit 99.1 and are incorporated into Item 7.01 by reference. The filing itself contains no financial statements, earnings results, or quantitative figures. The substantive content investors would look for, namely the business review update, is contained in the Exhibit 99.1 presentation, which is not reproduced in the text of this filing. Under the filing's terms, Item 7.01 and Exhibit 99.1 are furnished rather than filed, so they are not subject to the liabilities of Section 18 of the Exchange Act and are not incorporated into Securities Act or Exchange Act filings unless expressly referenced. For investors, this filing is primarily a disclosure vehicle for the annual meeting update. Its main significance is that management's general business review was made publicly available through the 8-K, and the Exhibit 99.1 deck should be consulted for the specific content of that update.

May 6, 2025 8-K

Corporate ChangesExhibits & Filings

Hershey 8-K Report, Financial Results (May 1, 2025)

The Hershey Company (NYSE: HSY) reported first-quarter 2025 results for the quarter ended March 30, 2025, with consolidated net sales of $2,805.4 million, a decrease of 13.8%, and organic, constant currency net sales down 13.2%. Volume declined approximately 15 points, driven by the lap of planned inventory increases ahead of the ERP implementation in the second quarter of 2024, the timing of Easter, and two fewer shipping days, partially offset by roughly 2 points of price realization. Reported net income was $224.2 million, or $1.10 per diluted share, a decrease of 71.7%, while adjusted diluted EPS was $2.09, a decrease of 31.9%. Reported gross margin fell to 33.7% from 51.5%, largely due to $211.5 million of derivative mark-to-market losses, and adjusted gross margin was 41.2%, down 370 basis points. The company reiterated its 2025 full-year outlook: net sales growth of at least 2%, reported EPS growth in the down high-40% range, and adjusted EPS growth in the down mid-30% range. Projected 2025 adjusted EPS is $6.00 to $6.18, and the guidance includes only tariff expense, as understood today, expected in the second quarter of approximately $15 million to $20 million. It does not reflect the ultimate impact of new tariff actions or the proposed acquisition of LesserEvil. Management cited strong consumption in U.S. Candy, Mint, and Gum and Salty Snacks, and said the balance sheet supports investment and recent strategic acquisitions. By segment, North America Confectionery net sales were $2,300.1 million, down 15.0%, with segment income of $696.4 million, down 26.6%. North America Salty Snacks net sales rose 1.0% to $277.8 million and segment income rose 8.1% to $41.9 million. International net sales fell 15.9% to $227.5 million. Balance sheet changes included cash and cash equivalents rising to $1,515.3 million from $730.7 million and long-term debt rising to $5,177.3 million from $3,190.2 million at December 31, 2024.

May 1, 2025 8-K

Hershey 8-K Report, Bylaw Amendment (Mar 10, 2025)

The Hershey Company (HSY) filed a Form 8-K on March 10, 2025 reporting amendments to its By-laws, approved by the Board of Directors on March 4, 2025 and effective immediately. The amendments address and clarify certain provisions and ambiguities in furtherance of best practices and good corporate governance. The filing does not report financial results, financial figures, or a change in fiscal year. The most notable change is governance-related: the Chairman of the Board must now be an independent director, with a carve-out allowing Michele G. Buck to continue as Chairman for so long as she remains both a director and Chief Executive Officer of the Company. The amendments also move the director election standard to majority voting for all uncontested elections, where a nominee is elected if votes FOR exceed votes AGAINST, applied separately to the Common Stock class and to the Common Stock and Class B Common Stock voting together. The Bylaws also adopt a director resignation policy for both contested and uncontested elections. Any incumbent nominee receiving more votes AGAINST than FOR must promptly offer resignation, and the Board, excluding that director, will decide within 90 days based on the Governance Committee's recommendation. The Company must file a Form 8-K disclosing the decision and, if applicable, the reasons for rejecting a resignation. The full amended By-laws are attached as Exhibit 3.1.

Mar 10, 2025 8-K

Hershey 8-K Report, Executive Changes (Mar 7, 2025)

The Hershey Company (HSY) filed a Form 8-K on March 7, 2025 under Item 5.02 (Departure of Directors or Certain Officers) to report that Victor L. Crawford, the Company's Lead Independent Director, notified the Company of his intention not to stand for re-election as a director at the 2025 Annual Meeting of Stockholders, currently expected to be held on May 6, 2025. Mr. Crawford will continue to serve as Lead Independent Director until that meeting. The filing states that Mr. Crawford's decision was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The filing contains no financial results, guidance, or other operating information. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document. For investors, the main point is a board leadership transition: the Lead Independent Director role will need to be filled or reassigned once Mr. Crawford leaves the board at the May 2025 meeting. The filing does not name a successor or describe any related board action.

Mar 7, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hershey 8-K Report, Executive Changes (Feb 25, 2025)

The Hershey Company filed this Form 8-K on February 25, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). On February 19, 2025, the Compensation and Human Capital Committee of the Board of Directors approved retention awards for three senior executives: Steven E. Voskuil, Senior Vice President and Chief Financial Officer; Jason R. Reiman, Senior Vice President and Chief Supply Chain Officer; and Deepak Bhatia, Senior Vice President and Chief Technology Officer. The awards consist of time-based restricted stock units (RSUs). Mr. Voskuil received a contingent grant of 30,507 RSUs, Mr. Reiman received 15,254 RSUs, and Mr. Bhatia received 12,203 RSUs. The RSUs generally vest if the recipient remains employed by the Company as of March 19, 2027, with earlier vesting possible upon termination by the Company without cause or termination by the executive for good reason. The awards were made under a Notice of Special Award of Restricted Stock Units (Retention Equity), the form of which the Committee approved on February 19, 2025 and which is filed as Exhibit 10.1 to the report. The filing contains no financial results or operating metrics; its investor relevance lies in executive retention arrangements tied to a March 2027 service date.

Feb 25, 2025 8-K

Hershey 8-K Report, Material Agreement (Feb 24, 2025)

The Hershey Company closed its previously announced public offering of four series of senior notes on February 24, 2025, issuing $500 million aggregate principal amount of each of the following: 4.550% Notes due February 24, 2028; 4.750% Notes due February 24, 2030; 4.950% Notes due February 24, 2032; and 5.100% Notes due February 24, 2035. Total principal raised across the four tranches is $2.0 billion. The Notes were issued under an indenture dated as of May 14, 2009 with U.S. Bank Trust Company, National Association, as trustee. The filing is brief and is limited to Items 1.01, 2.03 and 9.01. It discloses the closing of the offering and the creation of direct financial obligations, and it incorporates the note forms and a legal opinion on the validity of the Notes by reference as exhibits. The filing does not describe use of proceeds, interest payment terms beyond the stated coupons, or any covenants. For investors, the key takeaways are the size of the new debt load, the staggered maturity ladder from 2028 to 2035, and the coupon on each tranche. The Notes are unsecured obligations under the existing indenture, and the filing provides no further detail on the company's financial condition.

Feb 24, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Hershey 8-K Report, Material Agreement (Feb 20, 2025)

The Hershey Company (NYSE: HSY) entered into a Pricing Agreement on February 19, 2025 with BofA Securities, Citigroup Global Markets, J.P. Morgan Securities, RBC Capital Markets and U.S. Bancorp Investments, as representatives of the underwriters, to sell $2.0 billion aggregate principal amount of senior notes in a public offering. The offering consists of four $500 million tranches: 4.550% Notes due 2028, 4.750% Notes due 2030, 4.950% Notes due 2032, and 5.100% Notes due 2035. The sale is made under an effective Form S-3 shelf registration (File No. 333-279759), and the Prospectus Supplement was filed on February 20, 2025. The company intends to use the net proceeds to repay all of its outstanding 0.900% Senior Notes due 2025 and 3.200% Senior Notes due 2025, plus certain outstanding short-term commercial paper borrowings, together with accrued and unpaid interest. Proceeds will also cover offering fees and expenses and general corporate purposes. The filing notes that affiliates of certain underwriters are lenders under the company's existing credit agreements, and that U.S. Bancorp Investments, Inc. is an affiliate of the trustee, U.S. Bank Trust Company, National Association. The filing also furnishes two press releases dated February 19, 2025: one announcing the offering and one announcing the pricing of the Notes. The transaction is primarily a refinancing that replaces near-term maturities and commercial paper with longer-dated fixed-rate debt extending out to 2035.

Feb 20, 2025 8-K

Hershey 8-K Report, Financial Results (Feb 6, 2025)

The Hershey Company (NYSE: HSY) reported fourth-quarter 2024 consolidated net sales of $2,887.5 million, an increase of 8.7%, with organic, constant currency net sales up 9.0%. Reported net income was $796.6 million, or $3.92 per share-diluted, an increase of 130.6%, while adjusted earnings per share-diluted were $2.69, an increase of 33.2%. For full-year 2024, net sales were $11,202.3 million, up 0.3%, reported net income was $2,221.2 million, or $10.92 per share-diluted (up 20.5%), and adjusted earnings per share-diluted were $9.37, down 2.3%. The filing notes that a large derivative mark-to-market gain drove much of the reported earnings increase, which the company excludes from its adjusted results. For 2025, the company expects net sales growth of at least 2%, driven primarily by net price realization. Reported earnings per share is expected to decline in the high-40% range, and adjusted earnings per share is expected to decline in the mid-30% range. CEO Michele Buck stated that the surge in cocoa prices is expected to put significant pressure on 2025 earnings. Higher commodity costs, rebased incentive compensation and a higher economic tax rate are expected to more than offset price realization, productivity and cost savings. The company also projects a reported and adjusted effective tax rate of approximately 14% to 15%, interest expense of $190 million to $195 million, and capital expenditures of $425 million to $450 million. By segment, North America Confectionery net sales rose 6.0% in the fourth quarter to $2,354.2 million, and North America Salty Snacks net sales rose 35.9% to $278.9 million, helped by lapping planned inventory declines from the prior-year ERP implementation. International net sales rose 9.8% to $254.5 million. This report is furnished under Item 2.02 and attached as Exhibit 99.1, and is not deemed filed for Section 18 purposes.

Feb 6, 2025 8-K

Hershey 8-K Report, Executive Changes (Jan 15, 2025)

The Hershey Company (NYSE: HSY) disclosed that Chairman, President and Chief Executive Officer Michele G. Buck intends to retire effective June 30, 2026. The Company announced the plan on January 10, 2025, and the Board has formed a special committee, working with a nationally recognized search firm, to find a successor from external and internal candidates. Ms. Buck will keep her current roles until her successor is appointed or June 30, 2026, whichever comes first. If a successor is appointed earlier, she becomes Special Advisor until June 30, 2026, and she will resign from the Board at the earlier of the appointment date or June 30, 2026. The amended and restated employment agreement, effective January 9, 2025, sets her current annual base salary at $1,400,000 and her annual target bonus at 160% of base salary. It also provides a retention bonus of $8,500,000, with $3,500,000 payable on or about January 31, 2025 and $5,000,000 payable 60 days after June 30, 2026. From July 1, 2026 through December 31, 2026, she will serve as an independent contractor at a monthly consulting fee of $41,666.66. Her 2025 target long-term incentive award is $8,750,000, and her 2026 target award is $4,375,000. Severance terms cover a qualifying termination (death, termination without Cause or due to Disability, or resignation for Good Reason). These include lump-sum payments of remaining base salary and consulting fees, target-level bonus and unvested long-term incentive payouts, and any unpaid retention bonus installments, all subject to restrictive covenants and a general release. The Company also agreed to reimburse negotiation expenses up to $500,000. The Company reaffirmed its previously announced full-year 2024 financial outlook and plans to provide its 2025 outlook with its regularly scheduled February earnings release.

Jan 15, 2025 8-K

Hershey 8-K Report, Executive Changes (Jan 13, 2025)

The Hershey Company (NYSE: HSY) disclosed on January 13, 2025 that Kristen J. Riggs, President, Salty Snacks, informed the Company on January 10, 2025 of her intention to depart to pursue other opportunities. She will step down from that role on February 3, 2025, and will assist with the transition of her responsibilities until her departure. The same day, the Company issued a press release (Exhibit 99.1) announcing two leadership appointments, both effective February 3, 2025. Andrew Archambault, who joins from Keurig Dr Pepper, was named President, U.S. Confection, overseeing brands including Hershey's, Reese's and Jolly Rancher. Veronica Villasenor, a Hershey veteran of 22 years who previously served as Vice President of Salty Snacks, was named President, Salty Snacks. Both will be part of the Executive Committee. The press release quotes CEO Michele Buck describing the moves as leaders to "advance our leading snacking powerhouse vision" and deliver the company's next phase of growth. The Item 7.01 disclosure is furnished rather than filed, so it is not subject to Section 18 liability. The filing contains no financial results.

Jan 13, 2025 8-K

Hershey 8-K Report, Financial Results (Nov 7, 2024)

The Hershey Company (NYSE: HSY) reported third-quarter 2024 results for the period ended September 29, 2024, with consolidated net sales of $2,987.5 million, a decrease of 1.4%, and reported net income of $446.3 million, or $2.20 per share-diluted, a decrease of 12.7%. Adjusted earnings per share-diluted were $2.34, a decrease of 10.0%. Management attributed the weakness to historically high cocoa prices and a challenging consumer environment. Reported gross margin fell to 41.3% from 44.9%, driven by higher commodity costs, unfavorable input cost timing, fixed cost deleverage and unfavorable mix. Reported operating profit was $613.2 million, down 16.7%, with an operating profit margin of 20.5%. The company lowered its 2024 full-year outlook. Net sales growth was revised from approximately 2% to flat, reported EPS growth from (3)% to (1)% down to (9)% to (6)%, and adjusted EPS growth from down slightly to down mid-single-digits. Projected 2024 adjusted diluted EPS is $9.00 to $9.10, compared with $9.59 in 2023. Management expects an effective tax rate of approximately 11%, interest expense of approximately $170 million, and capital expenditures of approximately $575 million to $600 million, with Agility & Automation Initiative savings of approximately $100 million. By segment, North America Confectionery net sales rose 0.8% to $2,477.3 million, but segment income fell 14.5%. North America Salty Snacks net sales declined 15.5% to $291.8 million, largely due to lapping planned inventory increases ahead of an ERP implementation. International net sales fell 3.9% to $218.4 million, and segment income dropped 55.2% to $14.2 million. The balance sheet shows total assets of $12.62 billion as of September 29, 2024, and cash of $614.95 million.

Nov 7, 2024 8-K

Hershey 8-K Report, Executive Changes (Sep 5, 2024)

The Hershey Company (NYSE: HSY) disclosed that Charles R. Raup, President, U.S. Confection, informed the company on August 29, 2024 of his intention to retire effective December 31, 2024. Mr. Raup will step down from his President, U.S. Confection role on September 16, 2024, and will assist with the transition of his responsibilities until his retirement. In a press release dated September 5, 2024 (Exhibit 99.1), the company announced that Michael Del Pozzo will be appointed President, U.S. Confection, effective September 16, 2024. Del Pozzo has a 23-year career at PepsiCo, most recently as President and General Manager of Gatorade, which the release describes as a $10 billion business. He will join Hershey's Executive Committee and work with the other two business unit leaders, Kristen Riggs (President, Salty Snacks) and Rohit Grover (President, International). The filing is primarily a leadership transition. It states that the company operates more than 90 brand names in approximately 80 countries generating more than $11.2 billion in annual revenues, and that the U.S. Confection portfolio includes Hershey's, Reese's and Jolly Rancher. The filing does not disclose financial results or guidance.

Sep 5, 2024 8-K

Other EventsExhibits & Filings

Hershey 8-K Report, Financial Results (Aug 1, 2024)

The Hershey Company reported second-quarter 2024 net sales of $2,074.5 million, a decrease of 16.7% from the prior year, with organic, constant currency net sales down 16.8%. The filing attributes the decline mainly to planned retailer inventory reductions tied to the second-quarter enterprise resource planning (ERP) system implementation, roughly 9 points in North America Confectionery and International, plus an approximately 7 point decline from lower retailer inventory and seasonal shipment timing expected to shift to the second half of 2024. Reported net income was $180.9 million, or $0.89 per diluted share, down 55.1%, while adjusted diluted EPS was $1.27, down 36.8%. Reported gross margin fell to 40.2% from 45.5%, and reported operating profit declined 48.7% to $287.8 million. CEO Michele Buck said the operating environment remains dynamic with consumers pulling back on discretionary spending. The company updated its 2024 outlook: net sales growth is now expected to be about 2%, down from the prior 2% to 3% range; reported EPS is now expected to decline 3% to 1%, versus prior guidance of about flat; and adjusted EPS is expected to be down slightly. Projected 2024 reported diluted EPS is $8.83 to $9.00 and adjusted diluted EPS is $9.49 to $9.59. The company also projects capital expenditures of $600 million to $625 million, interest expense of $165 million to $175 million, and $100 million of savings from its Agility & Automation Initiative. The filing is furnished under Item 2.02 and is not deemed filed for Section 18 purposes. Segment results show North America Confectionery net sales down 20.7% to $1,579.8 million, North America Salty Snacks up 6.4% to $289.9 million, and International down 8.9% to $204.8 million. As of June 30, 2024, cash and cash equivalents were $467.1 million, short-term debt was $1.32 billion, and long-term debt was $3.49 billion.

Aug 1, 2024 8-K

Hershey 8-K Report, Corporate Update (May 23, 2024)

The Hershey Company reported in a Form 8-K dated May 22, 2024, that Robert M. Dutkowsky, a member of its Board of Directors since August 2020, passed away on May 22, 2024. He was 69 years old. The report is filed under Item 8.01 (Other Events) and contains no financial results, guidance, or operational updates. Mr. Dutkowsky served as Chair of the Finance and Risk Management Committee and was a member of both the Executive Committee and the Governance Committee. The filing states that the Company is grateful for his dedication and service and extends its deepest sympathies to his family. The only exhibit listed is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document. The filing is signed by James Turoff, Senior Vice President, General Counsel and Secretary. For investors, the principal disclosure is the loss of a board member who chaired the Finance and Risk Management Committee, which may require a change in committee leadership.

May 23, 2024 8-K

Hershey 8-K Report, Shareholder Vote Results (May 8, 2024)

The Hershey Company reported the final voting results from its 2024 Annual Meeting of Stockholders, held May 6, 2024 via live webcast. Stockholders elected all nominated directors. Common Stock and Class B Common Stock holders voting together elected nine directors, and Common Stock holders voting separately as a class elected Robert M. Dutkowsky and Kevin M. Ozan. Each director received more votes for than withheld, though the margins varied. Michele G. Buck received 639,634,524 votes for and 12,224,668 withheld, while Juan R. Perez received 616,094,241 for and 35,764,951 withheld. Stockholders ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2024, with 669,540,141 votes for, 1,119,884 against and 251,634 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 638,757,642 votes for, 12,528,566 against, 572,984 abstentions and 19,052,467 broker non-votes. Two stockholder proposals were voted down. A proposal for a public report on living wage and income received 18,587,401 votes for and 631,763,440 against. A proposal for a public report on packaging reuse and recycling received 36,015,912 votes for and 614,628,103 against. The filing also includes the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document.

May 8, 2024 8-K

Hershey 8-K Report, Regulation FD Disclosure (May 6, 2024)

The Hershey Company filed this Current Report on Form 8-K on May 6, 2024, to furnish information under Item 7.01 (Regulation FD Disclosure). The company stated that on that date it would host its 2024 Annual Meeting of Stockholders via live webcast, during which it would provide a general business review update. The presentation materials to be used at the meeting are attached as Exhibit 99.1 and incorporated into Item 7.01 by reference. The filing itself describes this update only in general terms and does not state specific financial results, guidance, or other figures. The company states that the Item 7.01 information, including Exhibit 99.1, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into other filings under the Securities Act or the Exchange Act, except where expressly stated.

May 6, 2024 8-K

Earnings & ResultsFinancial EventsExhibits & Filings

Hershey 8-K Report, Financial Results (May 3, 2024)

The Hershey Company (NYSE: HSY) reported first-quarter 2024 results for the period ended March 31, 2024, with consolidated net sales of $3,252.7 million, up 8.9%, and organic, constant currency net sales up 8.6%, driven primarily by price realization. Reported net income was $797.5 million, or $3.89 per diluted share, up 36.5%, while adjusted diluted EPS was $3.07, up 3.7%. Management said the company is off to a strong start and reaffirmed its 2024 outlook: net sales growth of 2% to 3%, and both reported and adjusted EPS growth of approximately 0%. Reported results were boosted by derivative mark-to-market gains of $218.0 million pre-tax. Adjusted gross margin fell 170 basis points to 44.9% as higher commodity costs more than offset price realization and productivity. North America Confectionery net sales rose 10.4% to $2,707.3 million, but the filing attributes much of that growth to accelerated shipments ahead of the April ERP system implementation, which it expects to reverse in the second quarter. Segment income declined in North America Salty Snacks (down 17.3%) and International (down 22.2%). The balance sheet shows total assets of $12.39 billion and total debt-related liabilities that rose, including short-term debt of $1.29 billion at March 31, 2024, up from $719.8 million at December 31, 2023. The filing furnishes the press release under Item 2.02 and states that it is not deemed filed under Section 18 of the Exchange Act.

May 3, 2024 8-K

Hershey 8-K Report, Financial Results (Feb 8, 2024)

The Hershey Company reported fourth-quarter and full-year 2023 results on February 8, 2024. Consolidated net sales for the fourth quarter were $2,657.1 million, up 0.2%, with organic, constant currency net sales down 0.1%. Reported net income was $349.0 million, or $1.70 per share-diluted, and adjusted EPS was $2.02, flat with the prior year. For full-year 2023, net sales were $11,165.0 million, up 7.2%, reported net income was $1,861.8 million, or $9.06 per share-diluted, and adjusted EPS was $9.59, up 12.6%. For 2024, the company expects net sales growth of 2% to 3%, driven primarily by net price realization, with reported and adjusted EPS roughly flat. Management cites higher cocoa and sugar costs, one-time ERP implementation expenses in the second quarter, and planned incremental cost savings initiatives as offsets to higher sales. Guidance also includes an effective tax rate of about 13%, interest expense of $165 million to $175 million, and capital expenditures of $600 million to $650 million. Separately, on February 2, 2024, the Board approved the multi-year "Advancing Agility & Automation" productivity initiative. The company estimates total pre-tax costs of $200 million to $250 million through 2026, of which $175 million to $225 million is cash, and expects about $300 million in ongoing annual savings at the program's conclusion in 2026, with $100 million expected to be realized in 2024.

Feb 8, 2024 8-K

Hershey 8-K Report, Financial Results (Oct 26, 2023)

The Hershey Company (NYSE: HSY) reported third-quarter 2023 results for the quarter ended October 1, 2023, with consolidated net sales of $3,030.0 million, an increase of 11.1%, and organic, constant currency net sales growth of 10.7%, driven primarily by price realization. Reported net income was $518.6 million, or $2.52 per share-diluted, an increase of 29.9%, and adjusted earnings per share-diluted were $2.60, an increase of 19.8%. Reported operating profit was $735.9 million, up 32.2%, with a reported operating profit margin of 24.3%. North America Salty Snacks was the fastest-growing segment, with net sales up 25.5%, though the filing attributes roughly 16 points of its volume growth to planned inventory increases ahead of the October ERP system implementation. North America Confectionery net sales rose 9.9%, while International net sales rose 4.4% but organic, constant currency sales declined 1.2% on lower volume. The company reaffirmed its 2023 outlook, calling for net sales growth of approximately 8%, reported EPS growth of 13% to 15%, and adjusted EPS growth of 11% to 12%. Projected 2023 reported diluted EPS is $9.03 to $9.15 and adjusted diluted EPS is $9.46 to $9.54. Guidance also includes an effective tax rate of approximately 15%, interest expense of approximately $155 million, and capital expenditures of approximately $800 million to $850 million. Management stated it remains on track to deliver its full-year sales and earnings commitments. The filing also notes that CMG share in the U.S. declined approximately 120 basis points in the quarter due to unfavorable category mix and increased competitive innovation, and that SkinnyPop takeaway declined 3.9%. Balance sheet data as of October 1, 2023 shows total assets of $11.94 billion and long-term debt of $4.09 billion, up from $3.34 billion at December 31, 2022.

Oct 26, 2023 8-K/A

Hershey 8-K/A Report, Shareholder Vote Results (Aug 11, 2023)

The Hershey Company filed this Form 8-K/A (Amendment No. 1) on August 11, 2023 to supplement its May 19, 2023 Current Report on the voting results of its 2023 Annual Meeting of Stockholders, held May 16, 2023. The amendment adds disclosure on the Board of Directors' decision regarding how often future advisory votes on named executive officer compensation will be held. Holders of the Common Stock and Class B Common Stock, voting together without regard to class, indicated a preference for advisory votes on named executive officer compensation every year. Following that stockholder preference, the Board approved on August 9, 2023 holding future advisory votes on named executive officer compensation on an annual basis. This arrangement remains in place until the next stockholder vote on the frequency of such advisory votes. For investors, the filing is a governance update that confirms the Board's alignment with stockholder sentiment on say-on-pay frequency, and it does not disclose any new financial results, transactions or changes to compensation. The filing includes only one exhibit, Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document.

Aug 11, 2023 8-K

Hershey 8-K Report, Financial Results (Jul 27, 2023)

The Hershey Company (NYSE: HSY) reported second-quarter 2023 results for the quarter ended July 2, 2023, with consolidated net sales of $2,490.3 million, an increase of 5.0%, and organic, constant currency net sales also up 5.0%, driven primarily by list price increases. Reported net income was $407.0 million, or $1.98 per share-diluted, an increase of 29.4%, and adjusted earnings per share-diluted were $2.01, an increase of 11.7%. Reported gross margin rose to 45.5% from 42.1%, and reported operating profit was $560.7 million, an increase of 22.8%. The reported effective tax rate fell to 7.4% from 21.8% a year earlier, driven by an increase in renewable energy tax credits that occurred earlier in the year. For full-year 2023, the company reiterated its net sales growth outlook of approximately 8%, lowered its reported EPS growth outlook to 13% to 15% from approximately 15%, and raised its adjusted EPS growth outlook to 11% to 12% from approximately 11%. The reduction in reported EPS reflects additional acquisition and integration costs, which are projected at $0.50 to $0.54 per share. Projected 2023 reported EPS is $9.03 to $9.15 and adjusted EPS is $9.46 to $9.54. The company also said it expects capital expenditures of approximately $800 million to $850 million, driven by core confection capacity expansion and an ERP system build and upgrade. Segment results were mixed in their drivers. North America Confectionery net sales rose 4.4% to $1,993.1 million with segment margin of 33.0%, while North America Salty Snacks net sales rose 6.3% to $272.4 million, with segment income up 17.1%. International net sales rose 8.5% to $224.8 million, and segment income rose 34.0% to $41.1 million. Volumes declined in the quarter as expected, while price realization drove growth. The company also announced an increase in its dividend of 15%, as stated in the press release.

Jul 27, 2023 8-K

Hershey 8-K Report, Shareholder Vote Results (May 19, 2023)

The Hershey Company held its 2023 Annual Meeting of Stockholders by live webcast on May 16, 2023, and this Form 8-K reports the final voting results. Stockholders re-elected the nine directors nominated for the Common Stock and Class B Common Stock voting together, with Pamela M. Arway receiving 671,168,508 votes for and 7,579,152 withheld, and the lowest vote for any of those nominees was James C. Katzman's 642,466,370 votes for and 36,281,290 withheld. Holders of Common Stock voting as a separate class elected Victor L. Crawford (105,359,027 for, 2,265,883 withheld) and Robert M. Dutkowsky (60,939,519 for, 46,685,391 withheld). Stockholders ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2023, with 694,661,914 votes for, 606,385 against and 276,903 abstentions. In the non-binding advisory vote on named executive officer compensation, 670,354,069 votes were cast for approval and 7,815,379 against, with 578,212 abstentions. For the frequency of future say-on-pay votes, 676,524,601 votes favored every one year, compared with 274,525 for two years and 1,526,468 for three years. A stockholder proposal was voted down, with 24,575,823 votes for, 652,467,970 against and 1,703,867 abstentions. The filing also lists broker non-votes of 16,794,912 on the director, compensation and stockholder proposal items.

May 19, 2023 8-K

Other EventsExhibits & Filings

Hershey 8-K Report, Regulation FD Disclosure (May 16, 2023)

The Hershey Company (HSY) filed this Current Report on Form 8-K on May 16, 2023 under Item 7.01 (Regulation FD Disclosure) to furnish presentation materials for its 2023 Annual Meeting of Stockholders, which the company hosted via live webcast that day. The meeting included a general business review update. The presentation materials are attached as Exhibit 99.1 and are incorporated into Item 7.01 by reference. The filing itself contains no financial results, guidance, or other quantitative figures; the substance of the business review is contained in Exhibit 99.1, which is not reproduced in the filing text. The filing states that the Item 7.01 information, including Exhibit 99.1, is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act and is not incorporated into Securities Act or Exchange Act filings unless expressly referenced. For investors, this filing is primarily a procedural notice of the annual meeting update. Its informational value depends on the content of the presentation materials, which should be reviewed directly for any operational or strategic commentary.

May 16, 2023 8-K/A

Hershey 8-K/A Report, Corporate Update (May 15, 2023)

The Hershey Company filed this Current Report on Form 8-K/A on May 15, 2023 to amend its Original Form 8-K filed April 27, 2023. The Original 8-K furnished, as Exhibit 99.1, a press release dated April 27, 2023 announcing financial performance for the quarter ended April 2, 2023. This amendment corrects an inaccuracy in the chart titled "First Quarter 2023 Components of Net Sales Growth" in that press release. The filing states that no other changes have been made to the Original 8-K or the press release. The correction concerns organic net sales components. For the International segment, organic price should have been stated as 5.2% (previously reported as 0.1%), and organic volume/mix should have been stated as 12.3% (previously reported as 17.4%). As a result, Total Company organic price should have been 9.3% (previously reported as 8.9%), and Total Company organic volume/mix should have been 2.9% (previously reported as 3.3%). For investors, the filing is a correction of disclosed metrics rather than a new financial event. Investors relying on the first-quarter 2023 organic price and organic volume/mix figures should use the corrected percentages stated in this filing. The amendment's only exhibit listed is Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document.

May 15, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hershey 8-K Report, Material Agreement (May 4, 2023)

The Hershey Company closed its previously announced public offering of two series of notes on May 4, 2023: $350,000,000 aggregate principal amount of 4.250% Notes due May 4, 2028, and $400,000,000 aggregate principal amount of 4.500% Notes due May 4, 2033. The notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee, dated as of May 14, 2009. Because the offering created new direct financial obligations, the filing reports it under Item 2.03 (Creation of a Direct Financial Obligation), with the Item 1.01 disclosure incorporated by reference. The filing identifies the forms of the notes (Exhibits 4.1 and 4.2) and a legal opinion from Simpson Thacher & Bartlett LLP on the validity of the notes (Exhibit 5.1). Taken together, the filing shows the company adding $750 million of fixed-rate senior debt across two maturities, with the 2028 tranche carrying a 4.250% coupon and the 2033 tranche a 4.500% coupon. The filing does not describe use of proceeds, and it contains no other financial results.

May 4, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

Hershey 8-K Report, Material Agreement (May 2, 2023)

The Hershey Company (NYSE: HSY) entered into a Pricing Agreement dated May 1, 2023 with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the underwriters, to sell $350,000,000 aggregate principal amount of 4.250% Notes due 2028 and $400,000,000 aggregate principal amount of 4.500% Notes due 2033. The notes are being offered under a Form S-3 shelf registration (File No. 333-256595) and are governed by an Underwriting Agreement dated May 1, 2023, with a Prospectus Supplement dated May 1, 2023 filed May 2, 2023. The company intends to use the net proceeds to repay all of its outstanding 2.625% Senior Notes due 2023 and 3.375% Senior Notes due 2023, plus accrued and unpaid interest, to pay offering fees and expenses, and for general corporate purposes. The filing therefore reflects a refinancing of maturing debt rather than a new use of capital, and it totals $750 million in aggregate principal across the two tranches. The filing also notes that the underwriters and their affiliates have engaged, and may in the future engage, in commercial and investment banking with Hershey for customary fees, and that affiliates of certain underwriters are lenders under the company's existing credit agreements. Two press releases dated May 1, 2023, one announcing the offering and one announcing the pricing, were furnished under Item 8.01 as Exhibits 99.1 and 99.2.

May 2, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hershey 8-K Report, Financial Results (Apr 27, 2023)

The Hershey Company reported first-quarter 2023 results for the quarter ended April 2, 2023, with consolidated net sales of $2,987.6 million, an increase of 12.1%, and organic, constant currency net sales growth of 12.2%. Reported net income was $587.2 million, or $2.85 per share-diluted, an increase of 10.9%, and adjusted earnings per share-diluted were $2.96, an increase of 17.0%. Management said the company had a great start to the year, citing double-digit sales and earnings growth driven by increased investments in the business and resilient consumer demand. Reported gross margin declined 40 basis points to 46.3% due to derivative mark-to-market losses, while adjusted gross margin rose 80 basis points to 46.6%. The company raised its full-year 2023 net sales growth and earnings-per-share outlook to the high end of its previous range. Management now expects net sales growth of about 8%, reported EPS growth of about 15%, and adjusted EPS growth of about 11%. Projected 2023 reported diluted EPS is $8.87 to $9.12, and adjusted diluted EPS is $9.29 to $9.46. The company also expects capital expenditures of $800 million to $900 million, driven by core confection capacity expansion and digital infrastructure, including a new ERP system. By segment, North America Confectionery net sales rose 10.6% to $2,452.2 million with segment margin of 36.2%. North America Salty Snacks net sales rose 19.4% to $270.0 million, and segment income more than doubled to $46.8 million, with segment margin of 17.3%. International net sales increased 19.0% to $265.5 million, with segment income of $55.0 million. Hershey's U.S. candy, mint and gum retail takeaway increased 12.3%, while its share declined approximately 70 basis points, as expected, due to seasonal capacity constraints and unfavorable category mix.

Apr 27, 2023 8-K

Hershey 8-K Report, Material Agreement (Apr 26, 2023)

The Hershey Company entered into a new Five Year Credit Agreement dated April 26, 2023, with Bank of America, N.A. as administrative agent and JPMorgan Chase Bank, N.A., Citibank, N.A., and Royal Bank of Canada in syndication and documentation roles. The agreement establishes an unsecured revolving credit facility allowing borrowings of up to $1.35 billion, with an option to increase borrowings by an additional $500 million with the concurrence of the Lenders. Funds may be used for general corporate and other purposes, and advances may be repaid without penalty at any time before the last day of the agreement. The Credit Agreement includes a financial covenant requiring the ratio of pre-tax income from continuing operations for the most recent four fiscal quarters to consolidated interest expense for the same period to be no less than 2.0 to 1.0 at the end of each fiscal quarter. It also contains customary representations, warranties, affirmative and negative covenants, and events of default, under which the Lenders holding a majority of commitments may accelerate payment or terminate lender advance obligations. The Company may extend the Termination Date for up to two additional one-year periods upon notice to the administrative agent. On the same date, the Company terminated its existing Five Year Credit Agreement dated July 2, 2019, which was the Prior Facility. The filing also notes that several lenders and their affiliates have engaged, and may continue to engage, in commercial and investment banking transactions with the Company for which they have received and may receive customary fees.

Apr 26, 2023 8-K