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.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Michele G. Buck as Director
On February 21, 2017, the Board, upon the recommendation of its
Governance Committee, increased the size of the Board from 11 to
12 members and elected Michele G. Buck as a director to fill the
newly created directorship, to be effective concurrent with her
promotion to President and Chief Executive Officer of the Company
on March 1, 2017. Ms. Buck will not serve as a member of any
Board committee, nor will she receive any additional compensation
for her service as a director.
Governance Committee, increased the size of the Board from 11 to
12 members and elected Michele G. Buck as a director to fill the
newly created directorship, to be effective concurrent with her
promotion to President and Chief Executive Officer of the Company
on March 1, 2017. Ms. Buck will not serve as a member of any
Board committee, nor will she receive any additional compensation
for her service as a director.
Michele G. Buck Compensation as President and Chief Executive
Officer
Officer
On February 22, 2017, the independent members of the Board, upon
the recommendation of its Compensation and Executive Organization
Committee (the Compensation Committee), approved the terms of Ms.
Bucks compensation as President and Chief Executive Officer. In
her new role, Ms. Buck will receive a base salary of $1,100,000
and her target annual incentive award opportunity under the One
Hershey Incentive Program of the Companys Equity and Incentive
Compensation Plan (EICP) will be 130% of her base salary, in each
case effective March 1, 2017. In addition, Ms. Bucks target
long-term incentive award opportunity under the long-term
incentive program of the EICP will be 450% of her base salary,
also effective March 1, 2017.
the recommendation of its Compensation and Executive Organization
Committee (the Compensation Committee), approved the terms of Ms.
Bucks compensation as President and Chief Executive Officer. In
her new role, Ms. Buck will receive a base salary of $1,100,000
and her target annual incentive award opportunity under the One
Hershey Incentive Program of the Companys Equity and Incentive
Compensation Plan (EICP) will be 130% of her base salary, in each
case effective March 1, 2017. In addition, Ms. Bucks target
long-term incentive award opportunity under the long-term
incentive program of the EICP will be 450% of her base salary,
also effective March 1, 2017.
Additional information regarding the Companys executive
compensation programs, including information about the One
Hershey Incentive Program and the EICP, can be found in the
Companys 2016 proxy statement.
compensation programs, including information about the One
Hershey Incentive Program and the EICP, can be found in the
Companys 2016 proxy statement.
Michele G. Buck Executive Employment Agreement
As part of its actions on February 22, the independent members of
the Board, upon the recommendation of the Compensation Committee,
authorized the Company to enter into an Executive Employment
Agreement (the Employment Agreement) with Ms. Buck to reflect the
terms and conditions of her employment as the Companys President
and Chief Executive Officer. The Company and Ms. Buck entered
into the Employment Agreement on February 24, 2017, with an
effective date of March 1, 2017.
the Board, upon the recommendation of the Compensation Committee,
authorized the Company to enter into an Executive Employment
Agreement (the Employment Agreement) with Ms. Buck to reflect the
terms and conditions of her employment as the Companys President
and Chief Executive Officer. The Company and Ms. Buck entered
into the Employment Agreement on February 24, 2017, with an
effective date of March 1, 2017.
The Employment Agreement provides for Ms. Bucks continued
employment as President and Chief Executive Officer and for Ms.
Bucks continuing service as a member of the Board following her
initial election effective March 1, 2017. The Employment
Agreement does not have a specified term, and Ms. Bucks
employment is on an at-will basis.
employment as President and Chief Executive Officer and for Ms.
Bucks continuing service as a member of the Board following her
initial election effective March 1, 2017. The Employment
Agreement does not have a specified term, and Ms. Bucks
employment is on an at-will basis.
The Employment Agreement also provides for continuation of Ms.
Bucks annual base salary and participation in the Companys annual
and long-term incentive programs. Under the terms of the
Employment Agreement, Ms. Buck is entitled to continue to
participate in the Companys other incentive programs as well as
its retirement and benefit plans as in effect from time to time,
on a basis consistent with the Companys other senior executives,
and in the Companys Supplemental Executive Retirement Plan (the
SERP) and Executive Benefits Protection Plan (Group 3A), each as
currently in effect.
Bucks annual base salary and participation in the Companys annual
and long-term incentive programs. Under the terms of the
Employment Agreement, Ms. Buck is entitled to continue to
participate in the Companys other incentive programs as well as
its retirement and benefit plans as in effect from time to time,
on a basis consistent with the Companys other senior executives,
and in the Companys Supplemental Executive Retirement Plan (the
SERP) and Executive Benefits Protection Plan (Group 3A), each as
currently in effect.
In the event Ms. Bucks employment is terminated by the Company
without cause or if she resigns with good reason (in each case as
defined in the Employment Agreement), Ms. Buck will be entitled
to a cash severance benefit equal to two times the aggregate of
her then current base salary plus her target annual incentive
award opportunity. She will also be entitled to receive a pro
rata payment of the annual incentive program award for the year
of termination and to continue certain welfare benefits.
without cause or if she resigns with good reason (in each case as
defined in the Employment Agreement), Ms. Buck will be entitled
to a cash severance benefit equal to two times the aggregate of
her then current base salary plus her target annual incentive
award opportunity. She will also be entitled to receive a pro
rata payment of the annual incentive program award for the year
of termination and to continue certain welfare benefits.
The Employment Agreement subjects Ms. Buck to certain
non-competition and non-solicitation covenants and to
compensation recovery to the extent required by applicable law
and regulations.
non-competition and non-solicitation covenants and to
compensation recovery to the extent required by applicable law
and regulations.
The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is included as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is included as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
John P. Bilbrey Retirement Agreement
On February 22, 2017, the independent members of the Board, upon
the recommendation of the Compensation Committee, authorized the
Company to enter into a Retirement Agreement (the Retirement
Agreement) with John P. Bilbrey in order to set forth the
benefits Mr. Bilbrey will receive in connection with his
retirement from the positions of President and Chief Executive
Officer of the Company, effective March 1, 2017. The Company and
Mr. Bilbrey entered into the Retirement Agreement on February 22,
2017.
the recommendation of the Compensation Committee, authorized the
Company to enter into a Retirement Agreement (the Retirement
Agreement) with John P. Bilbrey in order to set forth the
benefits Mr. Bilbrey will receive in connection with his
retirement from the positions of President and Chief Executive
Officer of the Company, effective March 1, 2017. The Company and
Mr. Bilbrey entered into the Retirement Agreement on February 22,
2017.
to the Retirement Agreement, Mr. Bilbrey will receive all of the
payments and benefits to which he is entitled upon a voluntary
termination of his employment under the terms and conditions of
(i) his employment agreement, (ii) the EICP and each award
agreement governing outstanding stock options, restricted stock
units and performance stock units issued to Mr. Bilbrey
thereunder, (iii) the Companys Deferred Compensation Plan and
(iv) the SERP. For purposes of calculating Mr. Bilbreys benefits
under the SERP, Mr. Bilbrey will be deemed to have retired on
July 1, 2017 (the date on which Mr. Bilbrey initially planned to
retire) and to have completed 1,000 hours of service under the
SERP in 2017 (as such term is defined in the SERP).
payments and benefits to which he is entitled upon a voluntary
termination of his employment under the terms and conditions of
(i) his employment agreement, (ii) the EICP and each award
agreement governing outstanding stock options, restricted stock
units and performance stock units issued to Mr. Bilbrey
thereunder, (iii) the Companys Deferred Compensation Plan and
(iv) the SERP. For purposes of calculating Mr. Bilbreys benefits
under the SERP, Mr. Bilbrey will be deemed to have retired on
July 1, 2017 (the date on which Mr. Bilbrey initially planned to
retire) and to have completed 1,000 hours of service under the
SERP in 2017 (as such term is defined in the SERP).
The foregoing description of the Retirement Agreement is
qualified in its entirety by reference to the full text of the
Retirement Agreement, a copy of which is included as Exhibit 10.2
to this Current Report on Form 8K and is incorporated herein by
reference.
qualified in its entirety by reference to the full text of the
Retirement Agreement, a copy of which is included as Exhibit 10.2
to this Current Report on Form 8K and is incorporated herein by
reference.
John P. Bilbrey Compensation as Non-Executive Chairman of the
Board
Board
Also on February 22, 2017, the independent members of the Board,
upon the recommendation of the Compensation Committee, approved
the compensation to be provided to Mr. Bilbrey for his service as
Non-Executive Chairman of the Board, to be effective March 1,
2017. In addition to the standard compensation paid to all
non-employee directors of the Company, including an annual cash
retainer of $100,000 and restricted stock units valued at
$150,000, Mr. Bilbrey will receive an additional Non-Executive
Chairman annual cash retainer of $150,000.
upon the recommendation of the Compensation Committee, approved
the compensation to be provided to Mr. Bilbrey for his service as
Non-Executive Chairman of the Board, to be effective March 1,
2017. In addition to the standard compensation paid to all
non-employee directors of the Company, including an annual cash
retainer of $100,000 and restricted stock units valued at
$150,000, Mr. Bilbrey will receive an additional Non-Executive
Chairman annual cash retainer of $150,000.
Additional information regarding the Companys director
compensation program can be found in the Companys 2016 proxy
statement.
compensation program can be found in the Companys 2016 proxy
statement.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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10.1
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Executive Employment Agreement, effective as of March
1, 2017, by and between The Hershey Company and Michele G. Buck |
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10.2
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Retirement Agreement, dated as of February 22, 2017, by
and between The Hershey Company and John P. Bilbrey |
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About The Hershey Company (NYSE:HSY)
The Hershey Company is a producer of chocolate and non-chocolate confectionery. The Company’s principal confectionery offerings include gum and mint refreshment products; pantry items, such as baking ingredients, toppings and beverages, and snack items, such as spreads, meat snacks, bars, and snack bites and mixes. The Company operates through two segments: North America, and International and Other. The Company’s North America segment is responsible for its chocolate and sugar confectionery business, as well as its grocery and snacks business, in the United States and Canada. Its International and Other segment includes all other countries where the Company manufactures, imports, markets, sells or distributes chocolate and non-chocolate confectionery, and other products. The Company markets, sells and distributes its products under approximately 80 brand names in over 70 countries across the world. The Hershey Company (NYSE:HSY) Recent Trading Information
The Hershey Company (NYSE:HSY) closed its last trading session up +0.25 at 108.90 with 880,584 shares trading hands.
