8-K 1 form8-k_05212019.htm FORM 8-K DATED MAY 21, 2019 Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
May 21, 2019
 
Date of Report (Date of earliest event reported)
 
The Hershey Company
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
(State or other jurisdiction of incorporation)
1-183
 
23-0691590
(Commission File Number)
 
(IRS Employer Identification No.)

 
  19 East Chocolate Avenue, Hershey, Pennsylvania 17033
 
(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code: (717) 534-4200
 
 
 
 
Not Applicable
 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company
 
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
¨






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

The Company held its 2019 Annual Meeting of Stockholders on May 21, 2019. 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
 
706,986,228
 
1,074,248
 
22,288,373
James W. Brown
 
704,839,721
 
3,220,755
 
22,288,373
Michele G. Buck
 
707,185,299
 
875,177
 
22,288,373
Charles A. Davis
 
703,562,788
 
4,497,688
 
22,288,373
Mary Kay Haben
 
704,036,470
 
4,024,006
 
22,288,373
James C. Katzman
 
707,149,847
 
910,629
 
22,288,373
M. Diane Koken
 
706,893,193
 
1,167,283
 
22,288,373
Robert M. Malcolm
 
707,174,703
 
885,773
 
22,288,373
Anthony J. Palmer
 
704,117,244
 
3,943,232
 
22,288,373
David L. Shedlarz
 
705,346,641
 
2,713,835
 
22,288,373

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
Juan R. Perez
 
101,108,138
 
831,498
 
22,288,373
Wendy L. Schoppert
 
101,002,362
 
937,274
 
22,288,373

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, 2019, by the votes set forth as follows:

Votes For
 
Votes Against
 
Abstentions
 
 
729,159,878
 
797,805
 
391,165
 
 

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:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
700,459,140
 
6,948,872
 
652,464
 
22,288,373







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
THE HERSHEY COMPANY
 
 
 
 
 
 
Date: May 23, 2019
 
By:
/s/ Damien Atkins
 
 
 
 
Damien Atkins
Senior Vice President, General Counsel and Secretary