8-K


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 4, 2016
 
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.)

 
  100 Crystal A Drive, 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))





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

The Hershey Company (the “Company”) held its 2016 Annual Meeting of Stockholders on May 4, 2016. Set forth below are the final voting results from the meeting.

Management Proposals:

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
 
715,531,108
 
1,379,464
 
23,376,526
John P. Bilbrey
 
712,887,101
 
4,023,471
 
23,376,526
Robert F. Cavanaugh
 
715,420,110
 
1,490,462
 
23,376,526
Charles A. Davis
 
715,393,307
 
1,517,215
 
23,376,526
Mary Kay Haben
 
714,216,072
 
2,694,500
 
23,376,526
James M. Mead
 
706,400,528
 
10,560,044
 
23,376,526
James E. Nevels
 
706,615,223
 
10,295,349
 
23,376,526
Thomas J. Ridge
 
715,466,333
 
1,444,239
 
23,376,526
David L. Shedlarz
 
714,261,388
 
2,649,184
 
23,376,526

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
Robert M. Malcolm
 
108,276,101
 
2,517,347
 
23,315,956
Anthony J. Palmer
 
108,299,564
 
2,490,888
 
23,315,956

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 KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2016, by the votes set forth as follows:

Votes For
 
Votes Against
 
Abstentions
 
 
738,599,690
 
1,425,091
 
262,317
 
 

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
710,117,102
 
6,224,109
 
569,361
 
23,376,526






Proposal No. 4 — Re-Approval of the Material Terms of the Performance Criteria Under The Hershey Company Equity and Incentive Compensation Plan

Holders of the Company's Common Stock and Class B Common Stock, voting together without regard to class, re-approved the material terms of the performance criteria under The Hershey Company Equity and Incentive Compensation Plan by the votes set forth as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
712,628,804
 
3,727,727
 
554,041
 
23,376,526

Stockholder Proposal:

Proposal No. 5 — Report on Use of Nanomaterials

Holders of the Company's Common Stock and Class B Common Stock, voting together without regard to class, voted against the stockholder proposal entitled "Report on Use of Nanomaterials" by the votes set forth as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
25,923,852
 
666,137,824
 
24,848,896
 
23,376,526

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 9, 2016
 



By:    /s/ Patricia A. Little                   
 
 
Patricia A. Little
Senior Vice President, Chief Financial Officer