The Hershey Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$HSY
Specialty Foods
Consumer Staples
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
Date of Report (Date of earliest event reported)
THE HERSHEY CO MPANY
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(717 ) 534-4200
(Registrant's telephone number, including area code)
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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||
On March 4, 2025, the Board of Directors (the “Board”) of The Hershey Company (the “Company”) amended the Company’s By-laws, as amended and restated as of February 21, 2017 (the “Bylaws”), to reflect the amendments discussed herein (the “Amendments”). The Amendments, which are effective immediately, address and clarify certain provisions and ambiguities in furtherance of best practices and good corporate governance. The Amendments:
•Require the Chairman of the Board to be an independent director, provided that for so long as Michele G. Buck remains both a director and Chief Executive Officer of the Company, she may continue to hold the position of Chairman of the Board.
•Implement a majority voting standard for all uncontested elections of directors, pursuant to which each director nominee will be elected by the vote of the majority of the votes cast with respect to that director’s election, as follows:
◦With respect to each of the director nominees to be elected by the holders of the Company’s Common Stock (voting as a separate class), if the number of votes cast FOR the nominee exceeds the number of votes cast AGAINST the nominee, then the nominee will be elected; and
◦With respect to each of the director nominees to be elected by the holders of the Company’s Common Stock and Class B Common Stock (voting together as a single class), if the number of votes cast FOR the nominee exceeds the number of votes cast AGAINST the nominee, then the nominee will be elected.
•Implement a director resignation policy for all elections of directors (both contested and uncontested) requiring any incumbent director nominee who receives more votes AGAINST than FOR their election to promptly offer their resignation. The Board of Directors, excluding the director in question, will decide within 90 days whether to accept the resignation, based on the recommendation of the Board’s Governance Committee. The Company will file a Form 8-K with the Securities and Exchange Commission to disclose the Board’s decision and, if applicable, the reasons for rejecting the resignation.
The foregoing summary description is qualified in its entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | |||||||||||||
| (d) | Exhibits. | |||||||||||||
| Exhibit Number | Description | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURE
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: March 10, 2025 | By: | /s/ James Turoff | ||||||||||||
| James Turoff Senior Vice President, General Counsel and Secretary | ||||||||||||||