Hershey amends bylaws to require independent board chair, adopt majority voting

HERSHEY CO

Chairman must be independent; CEO Michele G. Buck may remain Chairman while CEO.
Majority voting standard for uncontested elections: elected if FOR votes exceed AGAINST.
Director resignation policy: incumbent with more AGAINST than FOR must offer resignation; Board decides within 90 days.
Amendments effective March 4, 2025, aimed at governance best practices.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HERSHEY CO: The Company amended its By-laws to require the Chairman of the Board to be an independent director, with a transition exception for the current CEO, and to implement a majority voting standard for uncontested director elections and a director resignation policy for any incumbent nominee who receives (effective 2025-03-04).

Change: bylaw amendment
Effective: 2025-03-04

Exact text from the filing

On March 4, 2025, the Board of Directors (the “Board”) of The Hershey Company (the “Company”) amended the Company’s By-laws, as amended and restated as of February 21, 2017 (the “Bylaws”), to reflect the amendments discussed herein (the “Amendments”).

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13 governance changes filed in the last 30 days. Browse all governance changes →

HERSHEY CO filing history →

Source: SEC EDGAR

accession 0000047111-25-000026

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