Hershey Company (The)

On August 29, 2020, the Board of Directors (the “Board”) of The Hershey Company (the “Company”), upon the recommendation of its Governance Committee, increased the size of the Board from 13 to 14 members and elected Robert M. Dutkowsky as a director to fill the newly created directorship, effective immediately. Mr. Dutkowsky will serve as a member of the Board’s Finance and Risk Management and Governance Committees. Mr. Dutkowsky will be compensated for his service on the Board in accordance with the Company’s director compensation program as outlined in the Company’s 2020 proxy statement. There are no transactions that require disclosure pursuant to Item 404(a) of Regulation S-K as a result of his election to the Board.

On December 18, 2019, The Hershey Company (the “Company”) announced upcoming changes with respect to the following named executive officers: • Todd W. Tillemans, the Company’s President, U.S., will be leaving the Company effective January 3, 2020 to pursue another leadership opportunity; • Mary Beth West, the Company’s Senior Vice President, Chief Growth Officer, will be retiring from the Company effective February 29, 2020; and • Terence L. O’Day, the Company’s Senior Vice President, Chief Technology and Data Officer, will be retiring from the Company effective March 31, 2020. In connection with her pending retirement, Ms. West will step down from her Chief Growth Officer role on January 1, 2020 and will assist with the transition of her responsibilities until her retirement.

On November 1, 2019, Javier H. Idrovo, Chief Accounting Officer of The Hershey Company (the “Company”), informed the Company of his decision to resign from his position effective November 29, 2019. On November 7, 2019, the Company appointed Steven E. Voskuil as Chief Accounting Officer, effective November 30, 2019. Mr. Voskuil will also continue to serve as the Company’s Senior Vice President, Chief Financial Officer, a position he has held since May 13, 2019. Mr. Voskuil, age 51, joined the Company from Avanos Medical, Inc., a global medical device company, where he had served as Senior Vice President and Chief Financial Officer since 2014.

On April 18, 2019, The Hershey Company (the “Company”) announced that Steven E. Voskuil has been appointed to serve as the Company’s Senior Vice President, Chief Financial Officer, effective May 13, 2019. In this role, Mr. Voskuil will oversee the Company’s global finance organization and will serve as the Company’s principal financial officer. Mr. Voskuil, age 50, joins the Company from Avanos Medical, Inc. (“Avanos”), a global medical device company, where he has served as Senior Vice President and Chief Financial Officer since 2014. Prior to joining Avanos, Mr. Voskuil spent 23 years in various leadership positions with Kimberly-Clark International. As a result of Mr. Voskuil’s hiring, Patricia A.

On August 16, 2018, Patricia A. Little, Senior Vice President, Chief Financial Officer of The Hershey Company (the “Company”), informed the Company of her intention to retire effective in the spring of 2019. The Company has initiated a search to identify Ms. Little’s replacement.

On February 20, 2018, John P. Bilbrey, Chairman of the Board of Directors of The Hershey Company (the “Company”), notified the Company of his intention not to stand for re-election as a director at the Company’s 2018 Annual Meeting of Stockholders, currently expected to be held on May 2, 2018. Mr. Bilbrey will continue to serve as the Chairman of the Board of Directors until that time. Mr. Bilbrey indicated his intention not to stand for re-election was solely for personal reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On January 18, 2018, Leslie M. Turner, Senior Vice President, General Counsel and Corporate Secretary of The Hershey Company (the “Company”), informed the Company of her intention to retire effective March 31, 2018. The Company has initiated a search for Ms. Turner’s replacement.

On December 5, 2017, the Board of Directors (the “Board”) of The Hershey Company (the “Company”), upon the recommendation of its Governance Committee, increased the size of the Board from 12 to 13 members and elected Wendy L. Schoppert as a director to fill the newly created directorship, effectively immediately. Ms. Schoppert will serve as a member of the Board’s Audit Committee. Ms. Schoppert will be compensated for her service on the Board in accordance with the Company’s director compensation program as outlined in the Company’s 2017 proxy statement. There are no transactions that require disclosure pursuant to Item 404(a) of Regulation S-K as a result of her election to the Board.

On May 2, 2017, the Compensation and Executive Organization Committee (the “Committee”) of the Board of Directors of The Hershey Company (the “Company”) approved a special equity award for Terence L. O’Day, the Company’s Senior Vice President, Chief Product Supply and Technology Officer. In recognition of his expanded role and overall accountability for the Company’s supply chain and information technology initiatives, as well as his day-to-day leadership of the Company’s recently announced Margin for Growth Program, the Committee granted Mr. O’Day 9,341 contingent target performance stock units (“PSUs”). In general, the PSUs will vest on May 2, 2019, the second anniversary of the grant date (subject to earlier, pro-rata vesting in the event of Mr. O’Day’s death or disability). The actual number of PSUs earned can range between 0% and 150% of the contingent target PSUs granted to Mr.

Election of Michele G. Buck as Director On February 21, 2017, the Board, upon the recommendation of its Governance Committee, increased the size of the Board from 11 to 12 members and elected Michele G. Buck as a director to fill the newly created directorship, to be effective concurrent with her promotion to President and Chief Executive Officer of the Company on March 1, 2017. Ms. Buck will not serve as a member of any Board committee, nor will she receive any additional compensation for her service as a director. Michele G. Buck Compensation as President and Chief Executive Officer On February 22, 2017, the independent members of the Board, upon the recommendation of its Compensation and Executive Organization Committee (the “Compensation Committee”), approved the terms of Ms. Buck’s compensation as President and Chief Executive Officer. In her new role, Ms.

On December 17, 2016, the Board of Directors (the “Board”) of The Hershey Company (the “Company”) appointed Michele G. Buck to serve as the Company’s President and Chief Executive Officer, effective March 1, 2017. The decision was made following the review of internal and external succession candidates previously announced by the Company on October 14, 2016. Ms. Buck, age 55, joined the Company in April 2005 as Senior Vice President and President, U.S. Snacks. In November 2005, she assumed the role of Senior Vice President, Chief Marketing Officer, U.S. Commercial Group and was promoted to Senior Vice President, Global Chief Marketing Officer in December 2007. Ms. Buck served as the Company’s Senior Vice President, Chief Growth Officer from September 2011 through May 2013, and was then promoted to President, North America.

On October 13, 2016, John P. Bilbrey, Chairman, President and Chief Executive Officer of The Hershey Company (the “Company”), informed the Company’s Board of Directors (the “Board”) of his intention to retire as President and Chief Executive Officer effective July 1, 2017. Mr. Bilbrey will continue to serve as non-executive chairman of the Board following his retirement from the Company. The Board has appointed a special committee to direct the search for Mr. Bilbrey’s replacement. The committee will review internal and external candidates with assistance from Egon Zehnder, a leading executive search firm.

On October 14, 2016, James E. Nevels, Lead Independent Director of The Hershey Company (the “Company”), notified the Company of his intention not to stand for re-election as a director at the Company’s 2017 Annual Meeting of Stockholders, currently expected to be held on May 3, 2017. Mr. Nevels will continue to serve as the Company’s Lead Independent Director until that time. Mr. Nevels indicated his intention not to stand for re-election solely for personal reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On June 15, 2016, the Compensation and Executive Organization Committee (the “Committee”) of the Board of Directors of The Hershey Company (the “Company”) approved a retention award for Terence L. O’Day, the Company’s Senior Vice President and Chief Supply Chain Officer. The award was granted in the form of time-based restricted stock units (“RSUs”), with Mr. O’Day receiving a contingent grant of 5,206 RSUs. In general, the RSUs will vest in the event Mr. O’Day remains employed by the Company and/or its subsidiaries as of June 15, 2017, the one-year anniversary of the grant date (subject to earlier vesting in the event of the recipient’s death or disability). The award was granted pursuant to the terms and conditions of a Notice of Special Award of Restricted Stock Units (the “RSU Award Agreement”), the form of which was approved by the Committee on February 15, 2016.

On June 2, 2016, The Hershey Company (the “Company”) announced that Michele G. Buck has been appointed to serve as the Company’s Executive Vice President, Chief Operating Officer, effective immediately. In this role, Ms. Buck will continue to lead the Company’s day-to-day North American operations and will now oversee the Company’s operations in Central and South America. The Company’s global supply chain, sales, marketing, innovation, research and development, and consumer and shopper analytics and insights capabilities will also report to Buck. Ms. Buck, age 54, joined the Company in April 2005 as Senior Vice President and President, U.S. Snacks. In November 2005, she assumed the role of Senior Vice President, Chief Marketing Officer, U.S. Commercial Group and was promoted to Senior Vice President, Global Chief Marketing Officer in December 2007. Ms.

On February 16, 2016, the Compensation and Executive Organization Committee (the “Committee”) of the Board of Directors of The Hershey Company (the “Company”) approved retention awards for Michele G. Buck, the Company’s President, North America, and Patricia A. Little, the Company’s Senior Vice President and Chief Financial Officer. The awards were granted in the form of time-based restricted stock units (“RSUs”), with Ms. Buck receiving a contingent grant of 55,316 RSUs and Ms. Little receiving a contingent grant of 11,064 RSUs. In general, the RSUs will vest in the event the recipient remains employed by the Company and/or its subsidiaries as of February 16, 2019, the third-anniversary of the grant date (subject to earlier vesting in the event of the recipient’s death or disability).