If you have voting rights you may use www.proxyvote.com to cast your vote until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Please have your voting control number available when you access the web site and follow the instructions to submit an electronic voting instruction form.
Cover
Table of Contents
Notice of Annual Meeting of Stockholders
Proxy Statement Summary
2024 Annual Meeting of Stockholders
Voting Matters and Board Recommendations
Our Director Nominees
Governance Highlights
Company Strategy and 2023 Business Highlights
Executive Compensation Highlights
Proxy Statement
Questions and Answers About the Annual Meeting
The Hershey Company Purpose and Values
Code of Conduct
Our Shared Goodness Promise
Corporate Governance
Corporate Governance Guidelines
Board Composition, Criteria for Board Membership and Board Evaluations
Leadership Structure
Committees of the Board
Enterprise Risk Management
Board Meetings and Attendance
Director Independence
Director Nominations
Communications with Directors
Proposal No. 1 - Election of Directors
Election Procedures
Nominees for Director
Non-Employee Director Compensation
The Hershey Company Directors' Compensation Plan
Payment of Annual Retainer, Lead Independent Director Fee and Committee Chair Fees
Restricted Stock Units ("RSUs")
Other Compensation, Reimbursements and Programs
Stock Ownership Guidelines
2023 Director Compensation
Share Ownership of Directors, Management and Certain Beneficial Owners
Information Regarding Our Controller Stockholder
Audit Committee Report
Information about our Independent Auditors
Proposal No. 2 - Ratification of Appointment of Independent Auditors
Compensation Discussion & Analysis
Executive Summary
The Role of the Compensation Committee
Compensation Components
Setting Compensation
Base Salary
Annual Incentives
Long-Term Incentives
Perquisites
Retirement Plans
Employment Agreements
Severance and Change in Control Plans
Stock Ownership Guidelines
Other Compensation Policies and Practices
Compensation Committee Report
Summary Compensation Table
Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal-Year End Table
Option Exercises and Stock Vested Table
Pension Benefits Table
Non-Qualified Deferred Compensation Table
Potential Payments upon Termination or Change in Control
CEO Pay Ratio Disclosure
Equity Compensation Plan Information
Pay Versus Performance Disclosure
Proposal No. 3 - Advisory Vote on Named Executive Officer Compensation
Proposal No. 4 - Stockholder Proposal
Proposal No. 5 - Stockholder Proposal
Certain Transactions and Relationships
Policies and Procedures Regarding Transactions with Related Persons
Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust
Compensation Committee Interlocks and Insider Participation
Other Matters
Householding of Proxy Materials
Information Regarding the 2025 Annual Meeting of Stockholders
Appendix A – GAAP to Non-GAAP Reconciliation
Non-GAAP Financial Measures
2023 Annual Report
Table of Contents
Forward Looking Statements
PART I
Item 1 - Business
Item 1A - Risk Factors
Item 1B - Unresolved Staff Comments
Item 1C - Cybersecurity
Item 2 - Properties
Item 3 - Legal Proceedings
Item 4 - Mine Safety Disclosures
Supplemental Item
PART II
Item 5 - Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6 - [RESERVED]
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Model and Growth Strategy
Overview
Trends Affecting Our Business
Results of Operations
Segment Results
Liquidity, Capital Resources, Financial Condition
Critical Accounting Policies and Estimates
Item 7A - Quantitative and Qualitative Disclosures About Market Risk
Item 8 - Financial Statements and Supplementary Data
Item 9 - Changes in and Disagreements with Accountants
Item 9A - Controls and Procedures
Item 9B - Other Information
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10 - Directors, Exec Officers and Corp Governance
Item 11 - Exec Compensation
Item 12 - Security Ownership
Item 13 - Related Transactions & Independence
Item 14 - Principal Accountant Fees
PART IV
Item 15 - Exhibits and Financial Statement Schedules
