---
schema_version: "secwatch.filing_event.v1"
accession: "0000047111-24-000030"
form_type: "8-K"
ticker: "HSY"
cik: "0000047111"
company_name: "HERSHEY CO"
filed_at: "2024-05-08T23:59:59+00:00"
generated_at: "2026-06-02T14:26:34.759184+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Hershey shareholders elect all director nominees, approve executive compensation, defeat two proposals

## Summary
- All director nominees elected with strong support; CEO Michele G. Buck received ~639.6M votes for, ~12.2M withheld.
- Ratification of Ernst & Young as auditor for FY2024 passed with ~669.5M for, ~1.1M against.
- Non-binding advisory vote on executive compensation approved with ~638.8M for, ~12.5M against.
- Two shareholder proposals (living wage report, packaging reuse report) defeated; each garnered <36M votes for.

## SEC filing metadata
- accession: 0000047111-24-000030
- form_type: 8-K
- ticker: HSY
- cik: 0000047111
- company_name: HERSHEY CO
- filed_at: 2024-05-08T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/0000047111-24-000030-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/hsy-20240506.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000047111-24-000030
- JSON: https://secwatch.observer/filing/0000047111-24-000030.json
- Plain text: https://secwatch.observer/filing/0000047111-24-000030.txt

## Key facts
- Shareholder Votes
  HERSHEY CO shareholders approved Ratification of Appointment of Independent Auditors at the 2024-05-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-06
  source text: Proposal No. 2 — Ratification of Appointment of Independent Auditors 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 the fiscal year ending December 31, 2024, by the votes set forth as follows: Votes For Votes Against Abstentions 669,540,141 1,119,884 251,634
  evidence_url: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/0000047111-24-000030-index.htm
- Shareholder Votes
  HERSHEY CO shareholders rejected Stockholder Proposal Public Report on Packaging Reuse & Recycling at the 2024-05-06 meeting.
  - Outcome: failed
  - Meeting: 2024-05-06
  source text: Proposal No. 5 — Stockholder Proposal Public Report on Packaging Reuse & Recycling Holders of the Company’s Common Stock and Class B Common Stock, voting together without regard to class, voted against the stockholder proposal by the votes set forth as follows: Votes For Votes Against Abstentions Broker Non-Votes 36,015,912 614,628,103 1,215,177 19,052,467
  evidence_url: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/0000047111-24-000030-index.htm
- Shareholder Votes
  HERSHEY CO shareholders rejected Stockholder Proposal Public Report on Living Wage & Income at the 2024-05-06 meeting.
  - Outcome: failed
  - Meeting: 2024-05-06
  source text: Proposal No. 4 — Stockholder Proposal Public Report on Living Wage & Income Holders of the Company’s Common Stock and Class B Common Stock, voting together without regard to class, voted against the stockholder proposal by the votes set forth as follows: Votes For Votes Against Abstentions Broker Non-Votes 18,587,401 631,763,440 1,508,351 19,052,467
  evidence_url: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/0000047111-24-000030-index.htm
- Shareholder Votes
  HERSHEY CO shareholders approved Non-Binding Advisory Vote on Named Executive Officer Compensation at the 2024-05-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-06
  source text: 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 638,757,642 12,528,566 572,984 19,052,467
  evidence_url: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/0000047111-24-000030-index.htm
- Shareholder Votes
  HERSHEY CO shareholders approved Election of Directors at the 2024-05-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-06
  source text: 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/47111/000004711124000030/0000047111-24-000030-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.