The Hershey Company (HSY) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 5, 2026, with voting on directors, auditor ratification, and executive compensation.

• The Board recommends voting for all 11 director nominees, ratification of Ernst & Young LLP as auditors, and approval of executive compensation.

• The company’s strategy focuses on leading next-generation snacking, expanding in salty snacks, international growth, and functional snacking.

• 2025 net sales grew 4.4% to $11.7B, but adjusted EPS declined 32.7% due to cocoa cost inflation.

• A CEO transition occurred in August 2025, with Kirk Tanner succeeding Michele Buck.

Voting matters and shareholder proposals

• Proposal 1: Election of 11 directors, with a majority voting standard and director resignation policy for uncontested elections.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditors for 2026.

• Proposal 3: Advisory vote on named executive officer compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; 36% are women and 36% are ethnically/racially diverse.

• Five standing independent committees: Audit, Compensation, Finance & Risk, Governance, and Executive.

• Annual board and committee evaluations, with regular board refreshment and a 13-year term limit for non-employee directors.

• Independent Chairman elected annually; separation of Chairman and CEO roles effective August 2025.

• Significant stock ownership requirements and strong clawback and anti-hedging policies.