Voting Results
April 30, 2013 Annual Meeting of Stockholders Voting Results
The Annual Meeting of Stockholders of The Hershey Company was held on April 30, 2013. Stockholders voted on the following three proposals at the meeting:
Proposal No. 1 – Election of ten directors
Proposal No. 2 – Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2013
Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the named executive officers
Voting results were as follows:
Proposal No. 1
The following directors were elected at the meeting by the holders of Common Stock and Class B Common Stock, voting together without regard to class:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Pamela M. Arway |
720,466,393 |
2,879,826 |
22,795,531 |
| John P. Bilbrey |
722,102,820 |
1,243,399 |
22,795,531 |
| Robert F. Cavanaugh |
716,973,774 |
6,372,445 |
22,795,531 |
| Charles A. Davis |
722,244,203 |
1,102,016 |
22,795,531 |
| James M. Mead |
707,129,780 |
16,216,439 |
22,795,531 |
| James E. Nevels |
707,309,716 |
16,036,503 |
22,795,531 |
| Thomas J. Ridge |
720,526,976 |
2,819,243 |
22,795,531 |
| David L. Shedlarz |
721,067,854 |
2,278,365 |
22,795,531 |
The following directors were elected by the holders of the Common Stock voting separately as a class:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Robert M. Malcolm |
114,853,824 |
2,372,275 |
22,733,311 |
| Anthony J. Palmer |
114,971,143 |
2,254,956 |
22,733,311 |
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 2013, by the votes set forth as follows:
| Votes For |
Votes Against |
Abstain |
|
| 743,678,921 |
2,181,204 |
281,625 |
|
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 |
| 717,929,231 |
4,385,845 |
1,031,143 |
22,795,531 |
No other matters were submitted for stockholder action.