The Hershey Company (NYSE:HSY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ME Staff 8-k

8 years ago

The Hershey Company (NYSE:HSY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May 2, 2017, the Compensation and Executive Organization
Committee (the Committee) of the Board of Directors of The
Hershey Company (the Company) approved a special equity award for
Terence L. ODay, the Companys Senior Vice President, Chief
Product Supply and Technology Officer.

In recognition of his expanded role and overall accountability
for the Companys supply chain and information technology
initiatives, as well as his day-to-day leadership of the Companys
recently announced Margin for Growth Program, the Committee
granted Mr. ODay 9,341 contingent target performance stock units
(PSUs). In general, the PSUs will vest on May 2, 2019, the second
anniversary of the grant date (subject to earlier, pro-rata
vesting in the event of Mr. ODays death or disability). The
actual number of PSUs earned can range between 0% and 150% of the
contingent target PSUs granted to Mr. ODay, based on his
performance relative to certain individual performance objectives
established by the Committee in connection with the award.

The award was granted to the terms and conditions of The Hershey
Company Equity and Incentive Compensation Plan and a Notice of
Special Award of Performance Stock Units (the PSU Award
Agreement). The Committee approved the form of PSU Award
Agreement on May 2, 2017.

The foregoing is not a complete description of the PSU Award
Agreement and is qualified in its entirety by reference to the
full text of the PSU Award Agreement, the form of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.



Item 5.07.		Submission of Matters to a Vote of Security Holders.

The Company held its 2017 Annual Meeting of Stockholders on May
3, 2017. Set forth below are the final voting results from the
meeting.

Proposal No. 1 Election of Directors

Holders of the Company’s Common Stock and Class B Common Stock,
voting together without regard to class, elected the following
directors by the votes set forth as follows:



Name	Votes For	Votes Withheld	Broker Non-Votes
Pamela M. Arway	702,045,041	10,696,841	23,327,065
John P. Bilbrey	709,058,837	3,683,045	23,327,065
James W. Brown	711,609,118	1,132,764	23,327,065
Michele G. Buck	711,687,077	1,054,805	23,327,065
Charles A. Davis	711,020,322	1,721,560	23,327,065
M. Diane Koken	711,579,034	1,162,848	23,327,065
James M. Mead	703,087,728	9,654,154	23,327,065
Anthony J. Palmer	711,563,426	1,178,456	23,327,065
Thomas J. Ridge	707,758,295	4,983,587	23,327,065
David L. Shedlarz	711,388,725	1,353,157	23,327,065

Holders of the Company’s Common Stock, voting separately as a
class, elected the following directors by the votes set forth as
follows:



Name	Votes For	Votes Withheld	Broker Non-Votes
Mary Kay Haben	102,001,646	4,619,396	23,266,495
Robert M. Malcolm	105,404,822	1,216,220	23,266,495

Proposal No. 2 Independent Registered Public Accounting Firm

Holders of the Company’s Common Stock and Class B Common Stock,
voting together without regard to class, ratified the appointment
of Ernst Young LLP as the Company’s independent auditors for the
fiscal year ending December 31, 2017, by the votes set forth as
follows:

Proposal No. 3 Non-Binding Advisory Vote on Named Executive
Officer Compensation

Holders of the Company’s Common Stock and Class B Common Stock,
voting together without regard to class, approved the
compensation of the Company’s named executive officers on a
non-binding advisory basis by the votes set forth as follows:

Proposal No. 4 Non-Binding Advisory Vote on Frequency of Future
Advisory Votes on Named Executive Officer Compensation

Holders of the Company’s Common Stock and Class B Common Stock,
voting together without regard to class, indicated a preference
to hold future advisory votes on named executive officer
compensation every year by the votes set forth as follows:



Item 9.01.	Financial Statements and Exhibits.

(d)	Exhibits.

	Exhibit Number	Description
	10.1	Form of Notice of Special Award of Performance Stock Units

About The Hershey Company (NYSE:HSY)
The Hershey Company is a producer of chocolate in North America. The Company’s principal product offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment products; pantry items, such as baking ingredients and beverages, and snack items, such as spreads, meat snacks, bars and snack bites and mixes. Its segments include North America, and International and Other. The North America segment includes its chocolate and non-chocolate confectionery business, as well as its grocery and snacks business. This includes developing and growing its business in chocolate and non-chocolate confectionery, pantry, food service and other snacking product lines. The Company distributes and sells confectionery products in export markets of Asia, Latin America, the Middle East, Europe, Africa and other regions. As of December 31, 2016, the Company marketed, sold and distributed its products under more than 80 brand names in approximately 70 countries across the world. The Hershey Company (NYSE:HSY) Recent Trading Information
The Hershey Company (NYSE:HSY) closed its last trading session 00.00 at 107.28 with 1,136,872 shares trading hands.