01—Abstract
Summary
Summary of the 8-K filed May 8, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual Meeting held May 6, 2025 via live webcast; the filing reports final voting results for all proposals.
- All nine director nominees for the Common Stock and Class B Common Stock, voting together, were elected, with Michele G. Buck receiving 647,325,156 votes for.
- Deirdre A. Mahlan and Kevin M. Ozan were elected by holders of Common Stock voting separately as a class, with 107,877,181 and 106,947,527 votes for, respectively.
- Ernst & Young LLP was ratified as independent auditors for the fiscal year ending December 31, 2025, with 671,955,607 votes for and 1,028,265 against.
- Named executive officer compensation was approved on a non-binding advisory basis, with 625,026,511 votes for and 29,266,381 against.
- Stockholders approved the amended and restated certificate of incorporation, with 653,973,464 votes for and 472,295 against.
03—Questions
Frequently Asked Questions
Who was elected to the Hershey board at the 2025 Annual Meeting?
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 were elected by holders of Common Stock and Class B Common Stock voting together. Deirdre A. Mahlan and Kevin M. Ozan were elected by holders of Common Stock voting separately as a class.
Which auditor did stockholders ratify for the 2025 fiscal year?
Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2025, with 671,955,607 votes for, 1,028,265 against and 200,796 abstentions.
How did stockholders vote on executive compensation?
On a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 625,026,511 votes for, 29,266,381 votes against, 499,761 abstentions and 18,392,015 broker non-votes.
What did stockholders approve regarding the certificate of incorporation?
Stockholders voted for 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.
04—Continue