01—Abstract
Summary
Summary of the 8-K filed December 5, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- By-law amendments were adopted by the Board of Directors on December 5, 2025 and are effective immediately.
- Language allowing Michele Buck to hold the position of Chairman of the Board was removed.
- References to the Lead Independent Director were removed, consistent with prior By-law amendments requiring the Chairman to be selected from the independent directors.
- The Governance Committee Chair will preside over stockholder and Board meetings in the absence of the Chairman and Vice Chairman (if any).
- During an emergency or when the CEO 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 amended By-laws are filed as Exhibit 3.1, and the filing includes a Cover Page Interactive Data File (Exhibit 104).
03—Questions
Frequently Asked Questions
What did The Hershey Company change in its By-laws?
The Board amended the By-laws, as amended and restated as of March 4, 2025, to remove language referencing Michele Buck as possible Chairman of the Board and to remove references to the Lead Independent Director. The amendments also add clarifying language on who presides over meetings and who may call Board meetings.
Why were the Lead Independent Director references removed?
The filing states the removal is consistent with previous By-law amendments requiring the Chairman of the Board to be selected from the independent directors on the Board.
Who presides over meetings if the Chairman and Vice Chairman are absent?
Under the amended By-laws, the Governance Committee Chair will preside over stockholder and Board meetings and will have other powers and duties assigned or required by the Board.
When did the By-law amendments take effect?
The amendments were adopted by the Board on December 5, 2025 and are effective immediately.
Does this filing include financial results?
No. The filing covers governance changes only. It reports Item 5.03 (amendments to By-laws) and Item 9.01 (exhibits), and it does not present financial results or quantitative financial figures.
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