01—Abstract
Summary
Summary of the 8-K filed March 10, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Board amended the By-laws on March 4, 2025, effective immediately, to clarify provisions and ambiguities and reflect governance best practices.
- The Chairman of the Board must now be an independent director, with an exception allowing Michele G. Buck to remain Chairman while she serves as both director and Chief Executive Officer.
- Majority voting standard now applies to all uncontested director elections, with separate tests for the Common Stock class and for the Common Stock and Class B Common Stock voting together.
- A director resignation policy now applies to all elections, contested and uncontested: incumbent nominees receiving more AGAINST than FOR votes must promptly offer resignation.
- The Board, excluding the director in question, must decide on any resignation within 90 days, based on the Governance Committee's recommendation.
- The Company must file a Form 8-K to disclose any resignation decision and, if applicable, the reasons for rejecting a resignation.
- The filing contains no financial results or financial statements; it reports only the amended By-laws (Exhibit 3.1) and the XBRL cover page (Exhibit 104).
03—Questions
Frequently Asked Questions
What changed in the director election process?
For uncontested elections, directors are now elected by a majority of votes cast, meaning votes FOR must exceed votes AGAINST. This applies separately to nominees elected by the Common Stock as a separate class and to nominees elected by the Common Stock and Class B Common Stock voting together.
What happens if a director receives more AGAINST votes than FOR votes?
The director must promptly offer resignation. The Board, excluding that director, will decide within 90 days whether to accept it, based on the recommendation of the Governance Committee. The Company will disclose the decision in a Form 8-K and, if applicable, the reasons for rejecting the resignation.
Does the Chairman of the Board now have to be independent?
Yes, the Chairman must be an independent director. An exception allows Michele G. Buck to continue as Chairman for as long as she remains both a director and Chief Executive Officer of the Company.
When do the amendments take effect?
The amendments are effective immediately upon adoption by the Board on March 4, 2025.
Does this filing report any financial results?
No. The filing covers only the By-law amendments under Item 5.03 and lists the amended By-laws (Exhibit 3.1) and the XBRL cover page (Exhibit 104) under Item 9.01. It contains no financial statements or financial figures.
04—Continue