0001127602-15-002069.txt : 20150120 0001127602-15-002069.hdr.sgml : 20150119 20150120102246 ACCESSION NUMBER: 0001127602-15-002069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150116 FILED AS OF DATE: 20150120 DATE AS OF CHANGE: 20150120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HERSHEY CO CENTRAL INDEX KEY: 0000047111 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 230691590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CRYSTAL A DRIVE STREET 2: P O BOX 810-EXTERNAL RPTG & COMPLIANCE CITY: HERSHEY STATE: PA ZIP: 17033-0810 BUSINESS PHONE: 7175344200 MAIL ADDRESS: STREET 1: P O BOX 810-EXTERNAL RPTG & COMPLIANCE STREET 2: 100 CRYSTAL A DRIVE CITY: HERSHEY STATE: PA ZIP: 17033-0810 FORMER COMPANY: FORMER CONFORMED NAME: HERSHEY FOODS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HERSHEY CHOCOLATE CORP DATE OF NAME CHANGE: 19680401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Day Terence L CENTRAL INDEX KEY: 0001368140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00183 FILM NUMBER: 15534587 MAIL ADDRESS: STREET 1: THE HERSHEY COMPANY STREET 2: 100 CRYSTAL A DRIVE CITY: HERSHEY STATE: PA ZIP: 17033 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-01-16 0000047111 HERSHEY CO HSY 0001368140 O'Day Terence L 100 CRYSTAL A DRIVE HERSHEY PA 17033 1 SVP Chief Supply Chain Officer Common Stock 2015-01-16 4 M 0 12500 51.42 A 38007 D Common Stock 2015-01-16 4 S 0 12500 110.00 D 25507 D Non-qualified Stock Option (Right to Buy) 51.42 2015-01-16 4 M 0 12500 0 D 2021-02-21 Common Stock 12500 37875 D The shares reported as sold above were sold pursuant to a Rule 10b5-1 plan that was established by Mr. O'Day on February 14, 2014 and which plan has not been amended or modified since adoption. As is customary for plans of this type, it included fixed future sale prices, including the shares sold and reported above at a limit price of $110 per share. Under Company policy, Mr. O'Day is unable to modify the Rule 10b5-1 plan. The options vest according to the following schedule: 25% vested on February 22, 2012, 25% vested on February 22, 2013, 25% vested on February 22, 2014 and 25% will vest on February 22, 2015. /s/ Terence L. O'Day 2015-01-19 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POA_T.L. O'DAY POWER OF ATTORNEY NOTICE THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE (YOUR "AGENT") BROAD POWERS TO HANDLE YOUR PROPERTY, WHICH MAY INCLUDE POWERS TO SELL OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU. THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE GRANTED POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE CARE TO ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY. YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME, EVEN AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE DURATION OF THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF TERMINATES YOUR AGENT'S AUTHORITY. YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS. A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS NOT ACTING PROPERLY. THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE EXPLAINED MORE FULLY IN 20 PA.C.S. CH. 56. IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU. I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS CONTENTS. /s/Terence L. O?Day, Principal April 30, 2014 KNOW ALL MEN by these presents, that the undersigned hereby constitutes and appoints Adrian D. Mebane, James Turoff and Kathleen S. Purcell, and each of them, his true and lawful agent to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5 relating to transactions in securities of The Hershey Company in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) execute for and on behalf of the undersigned Form 144 relating to transactions in securities of The Hershey Company in accordance with Rule 144 of the Securities Act of 1933 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4, 5 and 144 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such agent, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by each such agent on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such agent may approve in his/her discretion. The undersigned hereby grants to each such agent full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such agent shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing agents, each in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933. This Power of Attorney shall remain in full force and effect until such time as the undersigned terminates it in writing. /s/Terence L. O?Day, Principal April 30, 2014 ACKNOWLEDGEMENT I, Adrian D. Mebane, have read the Power of Attorney and am one of three persons identified as the agents for the principal. I hereby acknowledge that in the absence of a specific provision to the contrary in the Power of Attorney or in 20 Pa.C.S., when I act as agent: I shall exercise the powers for the benefit of the principal. I shall keep the assets of the principal separate from my assets. I shall exercise reasonable caution and prudence. I shall keep a full and accurate record of all actions, receipts and disbursements on behalf the principal. /s/Adrian D. Mebane May 12, 2014 ACKNOWLEDGEMENT I, James Turoff, have read the Power of Attorney and am one of three persons identified as the agents for the principal. I hereby acknowledge that in the absence of a specific provision to the contrary in the Power of Attorney or in 20 Pa.C.S., when I act as agent: I shall exercise the powers for the benefit of the principal. I shall keep the assets of the principal separate from my assets. I shall exercise reasonable caution and prudence. I shall keep a full and accurate record of all actions, receipts and disbursements on behalf the principal. /s/James Turoff May 12, 2014 ACKNOWLEDGEMENT I, Kathleen S. Purcell, have read the Power of Attorney and am one of three persons identified as the agents for the principal. I hereby acknowledge that in the absence of a specific provision to the contrary in the Power of Attorney or in 20 Pa.C.S., when I act as agent: I shall exercise the powers for the benefit of the principal. I shall keep the assets of the principal separate from my assets. I shall exercise reasonable caution and prudence. I shall keep a full and accurate record of all actions, receipts and disbursements on behalf the principal. /s/Kathleen S. Purcell May 12, 2014