01—Abstract
Summary
Summary of the 8-K filed May 8, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual meeting held May 6, 2024 via live webcast; all director nominees were elected.
- Michele G. Buck, Victor L. Crawford, Mary Kay Haben, M. Diane Koken, Huong Maria T. Kraus, Robert M. Malcolm, Anthony J. Palmer, Juan R. Perez and Cordel Robbin-Coker were elected by Common Stock and Class B Common Stock holders voting together.
- Robert M. Dutkowsky and Kevin M. Ozan were elected by Common Stock holders voting separately as a class.
- Ernst & Young LLP was ratified as independent auditors for the fiscal year ending December 31, 2024, with 669,540,141 votes for.
- Named executive officer compensation was approved on a non-binding advisory basis, with 638,757,642 votes for and 12,528,566 against.
- Both stockholder proposals on living wage and income and on packaging reuse and recycling were voted against by stockholders.
- Broker non-votes were 19,052,467 on each proposal in which they were recorded.
03—Questions
Frequently Asked Questions
When and how was the 2024 Annual Meeting held?
The meeting was held on May 6, 2024 via live webcast. The Form 8-K was filed on May 8, 2024 to report the final voting results.
Were all director nominees elected?
Yes. All nine nominees voting together with Common Stock and Class B Common Stock holders were elected, and Robert M. Dutkowsky and Kevin M. Ozan were elected by Common Stock holders voting separately as a class. Withheld votes ranged from 850,165 for Kevin M. Ozan to 35,764,951 for Juan R. Perez.
Did stockholders approve the auditor and executive pay proposals?
Yes. Ernst & Young LLP was ratified as independent auditors for fiscal 2024 with 669,540,141 votes for and 1,119,884 against. The non-binding advisory vote on named executive officer compensation was approved with 638,757,642 votes for and 12,528,566 against.
What happened to the two stockholder proposals?
Both were voted against. The living wage and income report proposal received 18,587,401 votes for and 631,763,440 against. The packaging reuse and recycling report proposal received 36,015,912 votes for and 614,628,103 against.
04—Continue