UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
The Hershey Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Stockholder Meeting to Be Held on May 4, 2016.
— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE OF 2016 ANNUAL MEETING AND PROXY STATEMENT 2015 ANNUAL REPORT TO STOCKHOLDERS |
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Vote In Person: Please review the proxy materials for directions to the annual meeting and information on what you will need to bring with you to gain access to the meeting. You must have a government-issued photo identification and an admission ticket to be admitted. THIS NOTICE WILL SERVE AS AN ADMISSION TICKET. At the meeting, you will need to request a ballot to vote these shares. | |||||
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(located on the following page) and visit: www.proxyvote.com.
| Voting Items |
| The Proposals to be voted on at our Annual Meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends you vote FOR each of the following nominees: |
| 1. | Election of Directors | |||||||||
| NOMINEES: | ||||||||||
| 01) | P. M. Arway | 07) | J. M. Mead | |||||||
| 02) | J. P. Bilbrey | 08) | J. E. Nevels | |||||||
| 03) | R. F. Cavanaugh | 09) | A. J. Palmer |
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| 04) | C. A. Davis | 10) |
T. J. Ridge |
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| 05) | M. K. Haben | 11) | D. L. Shedlarz | |||||||
| 06) | R. M. Malcolm | |||||||||
| The Board of Directors recommends you vote FOR Proposals 2, 3 and 4: | ||||||||||
| 2. | Ratify the appointment of KPMG LLP as independent auditors for 2016. | |||||||||
| 3. | Approve named executive officer compensation on a non-binding advisory basis. | |||||||||
| 4. | Re-approve the material terms of the performance criteria under The Hershey Company Equity and Incentive Compensation Plan. | |||||||||
| The Board of Directors recommends you vote AGAINST Proposal 5: | ||||||||||
| 5. | Stockholder proposal entitled “Report on Use of Nanomaterials.” | |||||||||
| Voting Items |
| The Proposals to be voted on at our Annual Meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends you vote FOR each of the following nominees: |
| 1. | Election of Directors | |||||||||
| NOMINEES: | ||||||||||
| 01) | P. M. Arway | 06) | J. M. Mead | |||||||
| 02) | J. P. Bilbrey | 07) | J. E. Nevels | |||||||
| 03) | R. F. Cavanaugh | 08) | T. J. Ridge |
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| 04) | C. A. Davis | 09) |
D. L. Shedlarz |
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| 05) | M. K. Haben | |||||||||
| The Board of Directors recommends you vote FOR Proposals 2, 3 and 4: | ||||||||||
| 2. | Ratify the appointment of KPMG LLP as independent auditors for 2016. | |||||||||
| 3. | Approve named executive officer compensation on a non-binding advisory basis. | |||||||||
| 4. | Re-approve the material terms of the performance criteria under The Hershey Company Equity and Incentive Compensation Plan. | |||||||||
| The Board of Directors recommends you vote AGAINST Proposal 5: | ||||||||||
| 5. | Stockholder proposal entitled “Report on Use of Nanomaterials.” | |||||||||
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