The Hershey Company (NYSE: HSY) revises By-laws on Board leadership roles

Rhea-AI Filing Summary

The Hershey Company reported that its Board of Directors amended and restated the company’s By-laws effective December 5, 2025. The changes are described as supporting good corporate governance and focus on Board leadership structure and succession in special situations.

The amendments remove language specifically naming Michele Buck as eligible to hold the position of Chairman of the Board, and delete references to a Lead Independent Director, aligning the By-laws with prior changes that require the Chairman to be selected from the independent directors. The revisions also clarify who presides over stockholder and Board meetings if the Chairman and any Vice Chairman are absent, designating the Governance Committee Chair in that role. In addition, during an emergency or when the Chief Executive Officer is unable or unavailable to act, a Vice Chairman, if one exists, is expressly authorized to call a Board meeting.

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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

December 5, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 5, 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 March 4, 2025 (the “Bylaws”), to reflect the amendments discussed herein (the “Amendments”). The Amendments, which are effective immediately, address and clarify certain provisions of the Bylaws in furtherance of good corporate governance practices. Among other things, the Amendments:

•Remove language stating that Michele Buck may hold the position of Chairman of the Board.

•Remove references to the Lead Independent Director, consistent with previous amendments to the By-laws requiring the Chairman of the Board to be selected from the independent directors on the Board.

•Add language to clarify that:

◦In the absence of the Chairman and Vice Chairman (if any) of the Board, the Governance Committee Chair will preside over stockholder and Board meetings and will have such other powers and perform such other duties as may from time to time be assigned or required by the Board.

◦During an emergency or during any time in which the Chief Executive Officer is unable or unavailable to act, the Vice Chairman (if any) has authority to call a Board meeting (in addition to the Chairman and Governance Committee Chair).

The foregoing summary description is qualified in its entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

3.1

By-laws of The Hershey Company, amended and restated as of December 5, 2025

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: December 5, 2025

By:

/s/ James Turoff

James Turoff Senior Vice President, General Counsel and Secretary

FAQ

What governance change did The Hershey Company (HSY) announce on December 5, 2025?

The Hershey Company reported that its Board amended and restated the company’s By-laws effective December 5, 2025. The revisions focus on Board leadership roles and clarify procedures for presiding over meetings and calling Board meetings in emergencies.

How did the Hershey (HSY) By-laws change regarding the Chairman of the Board?

The amendments remove language stating that Michele Buck may hold the position of Chairman of the Board and align the By-laws with prior provisions requiring that the Chairman be selected from the independent directors on the Board.

What happened to the Lead Independent Director role in Hershey’s (HSY) updated By-laws?

The revisions remove references to the Lead Independent Director, which is consistent with earlier changes that require the Chairman of the Board to be chosen from the independent directors, simplifying the leadership structure language in the By-laws.

Who presides over Hershey (HSY) Board and stockholder meetings if the Chairman is absent?

The updated By-laws clarify that if both the Chairman and any Vice Chairman of the Board are absent, the Governance Committee Chair will preside over stockholder and Board meetings and may have other powers and duties assigned by the Board.

What authority does a Vice Chairman have in emergencies under Hershey’s (HSY) amended By-laws?

The amendments state that during an emergency or any time the Chief Executive Officer is unable or unavailable to act, a Vice Chairman of the Board, if one exists, has authority to call a Board meeting, in addition to the Chairman and Governance Committee Chair.

Where can investors find the full text of Hershey’s (HSY) amended By-laws?

The complete By-laws, as amended and restated as of December 5, 2025, are filed as Exhibit 3.1 to the report and are incorporated by reference, providing the full legal text of the governance changes.