The Annual Meeting of Stockholders of The Hershey Company was held on May 16, 2023. Stockholders voted on the following five proposals at the meeting:
Proposal No. 1 - Election of eleven directors
Proposal No. 2 - Ratification of the Audit Committee's appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2023
Proposal No. 3 - Approval of named executive officer compensation on a non-binding advisory basis
Proposal No. 4 - Advisory vote on the frequency of future advisory votes on the compensation of named executive officers.
Proposal No. 5 - Denial of stockholder proposal.
Voting results were as follows:
The following directors were elected at the meeting by the holders of Common Stock and Class B Common Stock, voting together without regard to class:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
Pamela M. Arway |
671,168,508 |
7,579,152 |
16,794,912 |
Michele G. Buck |
667,986,709 |
10,760,951 |
16,794,912 |
Mary Kay Haben |
676,482,071 |
2,265,589 |
16,794,912 |
James C. Katzman |
642,466,370 |
36,281,290 |
16,794,912 |
M. Diane Koken |
676,368,776 |
2,378,884 |
16,794,912 |
Huong Maria T. Kraus |
677,954,369 |
793,291 |
16,794,912 |
Robert M. Malcolm |
643,621,680 |
35,125,980 |
16,794,912 |
Anthony J. Palmer |
642,944,245 |
35,803,415 |
16,794,912 |
Juan R. Perez |
635,248,556 |
43,499,104 |
16,794,912 |
The following directors were elected by the holders of the Common Stock voting separately as a class.
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
Victor L. Crawford |
105,359,027 |
2,265,883 |
16,794,912 |
Robert M. Dutkowsky |
60,939,519 |
46,685,391 |
16,794,912 |
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 2023, by the votes set forth as follows:
| Votes For | Votes Against | Abstentions |
|---|---|---|
694,661,914 |
606,385 |
276,903 |
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 |
|---|---|---|---|
670,354,069 |
7,815,379 |
578,212 |
16,794,912 |
Holders of the Company’s Common Stock and Class B Common Stock, voting together, elected 1 YEAR as the frequency of advisory votes on named executive officer compensation.
| 1 Year | 2 Years | 3 Years | Abstained |
|---|---|---|---|
676,524,601 |
274,525 |
1,526,468 |
422,066 |
Holders of the Company's Common Stock and Class B Common Stock, voting together without regard to class, denied the stockholder proposal by the votes set forth as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
24,575,823 |
652,467,970 |
1,703,867 |
16,794,912 |
No other matters were submitted for stockholder action.