The Hershey Company (NYSE: HSY) holders back 2026 directors, auditors and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Hershey Company reported the results of its 2026 Annual Meeting of Stockholders, held via live webcast on May 5, 2026.

Shareholders elected all nominated directors, including Timothy W. Curoe with 634,496,183 votes for and Kirk Tanner with 655,160,402 votes for. They ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, with 673,359,047 votes for, and approved named executive officer compensation on a non-binding advisory basis with 634,080,237 votes for.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Curoe director votes for: 634,496,183 votes Tanner director votes for: 655,160,402 votes Auditor ratification votes for: 673,359,047 votes +3 more

6 metrics

Curoe director votes for 634,496,183 votes Election of Timothy W. Curoe as director at 2026 Annual Meeting

Tanner director votes for 655,160,402 votes Election of Kirk Tanner as director at 2026 Annual Meeting

Auditor ratification votes for 673,359,047 votes Ratification of Ernst & Young LLP as independent auditors for 2026

Say-on-pay votes for 634,080,237 votes Non-binding advisory vote approving named executive officer compensation

Say-on-pay votes against 22,082,194 votes Non-binding advisory vote on named executive officer compensation

Auditor ratification votes against 650,549 votes Ratification of Ernst & Young LLP as independent auditors for 2026

Key Terms

Annual Meeting of Stockholders, broker non-votes, non-binding advisory vote, named executive officers, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On May 5, 2026, The Hershey Company held its 2026 Annual Meeting of Stockholders via live webcast."

broker non-votes regulatory

"Votes For | Votes Against | Abstentions | Broker Non-Votes 634,080,237 | 22,082,194 | 434,508 | 17,590,848"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote regulatory

"Non-Binding Advisory Vote on Named Executive Officer Compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"approved the compensation of the Company’s named executive officers on a non-binding advisory basis"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent auditors regulatory

"ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Understanding 8-K Material Events →

05/08/2026 - 04:31 PM

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 5, 2026

Date of Report (Date of earliest event reported)

THE HERSHEY COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-183

23-0691590

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

19 East Chocolate Avenue

Hershey, PA 17033

(Address of principal executive offices)

(Zip Code)

(717) 534-4200

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, one dollar par value

HSY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging Growth Company						☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐


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

On May 5, 2026, The Hershey Company (the “Company”) held its 2026 Annual Meeting of Stockholders via live webcast. Set forth below are the final voting results from the meeting.

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 Against	Abstentions	Broker Non-Votes
Timothy W. Curoe	634,496,183	21,874,542	226,214	17,590,848
Huong Maria T. Kraus	622,295,036	34,084,128	217,775	17,590,848
Deirdre A. Mahlan	625,795,769	30,578,316	222,854	17,590,848
Barry J. Nalebuff	655,160,678	1,239,243	197,018	17,590,848
Kevin M. Ozan	655,272,860	1,134,491	189,588	17,590,848
Marie Quintero-Johnson	655,001,492	1,404,958	190,489	17,590,848
Cordel Robbin-Coker	653,571,946	2,831,317	193,676	17,590,848
Harold Singleton III	634,777,898	21,601,776	217,265	17,590,848
Kirk Tanner	655,160,402	1,238,275	198,262	17,590,848

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 Against	Abstentions	Broker Non-Votes
Christopher W. Brandt	109,135,996	1,134,649	198,624	17,588,218
Guy Persaud	109,378,126	896,974	194,169	17,588,218

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, 2026, by the votes set forth as follows:


Votes For	Votes Against	Abstentions
673,359,047	650,549	178,191

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
634,080,237	22,082,194	434,508	17,590,848

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 8, 2026

By:

/s/ James Turoff

James Turoff
Senior Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Hershey (HSY) shareholders decide at the 2026 annual meeting?

Hershey shareholders elected all nominated directors, ratified Ernst & Young LLP as independent auditors for the 2026 fiscal year, and approved named executive officer compensation on a non-binding advisory basis, reflecting broad support across governance, auditing, and executive pay matters at the 2026 Annual Meeting of Stockholders.

How did Hershey (HSY) shareholders vote on the election of directors in 2026?

Hershey shareholders elected all nominated directors. For example, Timothy W. Curoe received 634,496,183 votes for and 21,874,542 votes against, while Kirk Tanner received 655,160,402 votes for and 1,238,275 votes against, showing strong majority support for the board slate.

Did Hershey (HSY) shareholders approve the company’s independent auditors for 2026?

Yes. Holders of Hershey’s Common Stock and Class B Common Stock ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, with 673,359,047 votes for, 650,549 votes against, and 178,191 abstentions, indicating very high approval levels.

How did Hershey (HSY) shareholders vote on executive compensation in 2026?

Shareholders approved Hershey’s named executive officer compensation in a non-binding advisory vote. The proposal received 634,080,237 votes for, 22,082,194 votes against, 434,508 abstentions, and 17,590,848 broker non-votes, demonstrating strong support for the company’s executive pay programs.

Were there broker non-votes at Hershey’s (HSY) 2026 Annual Meeting?

Yes. Several proposals recorded 17,590,848 broker non-votes, including the election of directors and the non-binding advisory vote on named executive officer compensation, reflecting shares present but not voted on certain matters due to brokerage voting rules.

Did Hershey (HSY) Common Stock holders vote separately on any directors in 2026?

Yes. Holders of Hershey’s Common Stock, voting separately as a class, elected Christopher W. Brandt and Guy Persaud as directors. Brandt received 109,135,996 votes for, while Persaud received 109,378,126 votes for, each with relatively low opposition and abstentions.

Filing Exhibits & Attachments

3 documents