The Hershey Company Announces Amendments to Corporate Bylaws
HERSHEY, PA – March 4, 2025 – The Hershey Company (NYSE: HSY) has announced amendments to its corporate bylaws, which were approved by the Board of Directors and are effective immediately. These changes are intended to enhance corporate governance and align with best practices.

Key Amendments to the Bylaws
1. Independent Chairman of the Board Requirement
The Chairman of the Board must be an independent director.
However, Michele G. Buck (current Chairman and CEO) may continue to hold both positions for as long as she remains a director and CEO.
2. Majority Voting Standard for Director Elections
Uncontested elections: Each director nominee must receive a majority of votes cast to be elected.
Voting Breakdown:
Common Stock Holders (Voting Separately): A nominee must receive more FOR votes than AGAINST votes to be elected.
Common & Class B Common Stock Holders (Voting Together): A nominee must receive more FOR votes than AGAINST votes to be elected.
3. Director Resignation Policy
Incumbent directors who receive more AGAINST votes than FOR votes must offer their resignation.
The Board (excluding the affected director) will determine within 90 days whether to accept the resignation based on a recommendation from the Governance Committee.
The company will disclose the decision in an SEC Form 8-K filing, including any reasons for rejecting the resignation.
Corporate Governance Commitment
These amendments reflect Hershey’s commitment to strong corporate governance, ensuring accountability and transparency in director elections and leadership structure.