HERSHEY CO 8-K

What Happened
The Hershey Company (HSY) filed an 8-K on May 8, 2026 reporting the results of its May 5, 2026 annual meeting. All board nominees were elected, Ernst & Young LLP was ratified as independent auditor for fiscal 2026, and shareholders approved the non‑binding advisory vote on executive compensation (say‑on‑pay). Vote tallies were reported separately for combined Common and Class B shares and for Common Stock voting as a class where applicable.

Key Details

• Board elections: All nominees were elected. Examples of vote totals (Common & Class B, voting together):
  • Timothy W. Curoe: 634,496,183 for; 21,874,542 against.
  • Huong Maria T. Kraus: 622,295,036 for; 34,084,128 against.
  • Barry J. Nalebuff: 655,160,678 for; 1,239,243 against.
• Common‑class elections (voting separately):
  • Christopher W. Brandt: 109,135,996 for; 1,134,649 against.
  • Guy Persaud: 109,378,126 for; 896,974 against.
• Ratification of auditor: Ernst & Young LLP ratified as independent auditors for fiscal 2026 by 673,359,047 for; 650,549 against.
• Say‑on‑pay (non‑binding): Approved by 634,080,237 for; 22,082,194 against. Broker non‑votes were reported at about 17.6 million shares on combined votes.

Why It Matters
These outcomes confirm management’s governance slate and continuity of the external audit relationship—both material governance items investors track. The strong approval for the auditor and the say‑on‑pay vote indicates shareholder support for Hershey’s financial oversight and executive compensation approach (the say‑on‑pay result is advisory, not binding). Notable variations in director vote counts (some directors received larger opposition totals) are disclosed and may be of interest to investors monitoring shareholder sentiment and board accountability.