f8k_05032011.htm



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

                           April 28, 2011                    
Date of Report (Date of earliest event reported)

                       The Hershey Company                   
(Exact name of registrant as specified in its charter)

                               Delaware                             
(State or other jurisdiction of incorporation)

                    1-183                   
                   23-0691590                   
(Commission File Number)
(IRS Employer Identification No.)

  100 Crystal A Drive, Hershey, Pennsylvania  17033 
(Address of Principal Executive Offices)  (Zip Code)

Registrant's telephone number, including area code:  (717) 534-4200

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))


 
 
 


INFORMATION TO BE INCLUDED IN REPORT


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Director.
 
LeRoy S. Zimmerman retired from the Board of Directors of The Hershey Company (the “Company”) effective as of the election of directors at the Company’s annual meeting of stockholders on April 28, 2011 (the “Annual Meeting”).

Amendment and Restatement of Equity and Incentive Compensation Plan.
 
The Company’s stockholders approved The Hershey Company Equity and Incentive Compensation Plan, Amended and Restated as of February 22, 2011, (the “Plan”), at the Annual Meeting.  The text of the Plan was included as Appendix B to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 15, 2011 (the “Proxy Statement”), and a detailed description of the Plan was included on pages 87 to 99 of the Proxy Statement. The Plan and the description of the Plan, as included in the Proxy Statement, are listed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.  The description of the Plan incorporated as Exhibit 10.2 hereto is qualified in its entirety by reference to the full text of the Plan as incorporated as Exhibit 10.1 hereto.
 

Item 5.07
Submission of Matters to a Vote of Security Holders
 
Proposal No. 1.  The following directors were elected by the holders of Common Stock and Class B Common Stock, voting together without regard to class, as follows:

Name
  
Votes For
    
Votes Withheld
    
Broker Non-Votes
Robert F. Cavanaugh
   697,471,773     20,900,152     24,859,247
James M. Mead
   716,355,845       2,016,080     24,859,247
James E. Nevels
   697,986,545     20,385,380     24,859,247
Anthony J. Palmer
   717,185,054       1,186,871     24,859,247
Thomas J. Ridge
   716,475,596       1,896,329     24,859,247
David L. Shedlarz
   708,228,275     10,143,650     24,859,247
David J. West
   716,593,226       1,778,699     24,859,247

The following directors were elected by the holders of the Common Stock voting separately as a class, as follows:
 
Name
  
Votes For
    
Votes Withheld
    
Broker Non-Votes
Pamela M. Arway
   108,003,845     10,166,050     24,797,177
Charles A. Davis
   116,739,589       1,430,306     24,797,177
 

 
 
 
 

Proposal No. 2.  Holders of the Common Stock and the Class B Common Stock, voting together, ratified the appointment of KPMG LLP as the Company’s independent auditors for 2011, by the votes set forth as follows:
 
Votes For
  
Votes Against
  
  Abstain
    
 740,289,179   2,706,955       235,038    
 
Proposal No. 3.  Holders of the Common Stock and the Class B Common Stock, voting together, approved on a non-binding advisory basis the Company’s executive compensation as described in the Proxy Statement, by the votes set forth as follows:
 

Votes For
  
Votes Against
  
  Abstain
  
Broker Non-Votes
 707,613,756   9,078,276    1,679,893   24,859,247
 
Proposal No. 4.  Holders of the Common Stock and the Class B Common Stock, voting together, cast the following non-binding advisory votes regarding the frequency of future advisory votes on executive compensation:
 

1 Year
  
   2 Years
  
   3 Years
  
   Abstain
 706,903,072      672,441    9,383,573     1,412,839
 
Proposal No. 5.  Holders of the Common Stock and the Class B Common Stock, voting together, approved The Hershey Company Equity and Incentive Compensation Plan, Amended and Restated as of February 22, 2011, by the votes set forth as follows:
 

Votes For
  
Votes Against
  
  Abstain
  
Broker Non-Votes
 694,959,092    22,522,737       890,096   24,859,247
 
No other matters were submitted for stockholder action.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits
  
 
10.1
 
The Hershey Company Equity and Incentive Compensation Plan, Amended and Restated as of February 22, 2011, incorporated by reference from Appendix B to The Hershey Company proxy statement filed March 15, 2011.
 
 
10.2
Description of The Hershey Company Equity and Incentive Compensation Plan, incorporated by reference from pages 87 to 99 of The Hershey Company proxy statement filed March 15, 2011.


 
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 3, 2011


 
THE HERSHEY COMPANY
 
 
 
 
By:       /s/ Humberto P. Alfonso        
 
Humberto P. Alfonso
Senior Vice President, Chief Financial Officer