HSY » Topics » ARTICLE III - BOARD OF DIRECTORS

This excerpt taken from the HSY 8-K filed Nov 16, 2007.

Article III – Board of Directors

  Section 1. Number and Term of Office. The number of directors may be changed at any time and from time to time by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors, or by a resolution of the Board of Directors, except that no decrease in the number of directors shall shorten the term of any director in office at the time of such decrease unless such director is specifically removed pursuant to Article Fourth, Section B.2.d. of the Company’s Restated Certificate of Incorporation. Each director shall continue in office until his or her successor shall have been elected and qualified, or until his or her earlier resignation or removal.  

This excerpt taken from the HSY 10-Q filed Nov 9, 2005.

ARTICLE III — BOARD OF DIRECTORS

        Section 1. Number and Term of Office. The Board of Directors shall have the power by resolution to fix the number of directors and from time to time to increase or decrease the number of directors. Each director shall continue in office until his or her successor shall have been elected and qualified, or until his or her earlier resignation or removal.

        Section 2. Director Nominations. Nominations for the election of directors, whether by vote of the Common Stock and the Class B Common Stock voting together without regard to class or of the Common Stock voting as a separate class, may be made by (a) the Board of Directors, (b) the Committee on Directors and Corporate Governance or other committee appointed by the Board of Directors, (c) a stockholder or stockholders holding at least twenty-five percent (25%) of the outstanding votes entitled to be cast by holders of the Common Stock and Class B Common Stock voting together without regard to class, or (d) any stockholder entitled to vote for the election of directors at a meeting of stockholders. Any stockholder entitled to vote for the election of directors at a meeting of stockholders may nominate one or more persons for election as director(s) as provided for in (d) above only if written notice of such stockholder’s intent to make such nomination or nominations has been timely given to the Secretary of the Company. To be timely, such written notice must be delivered to or mailed and received at the principal executive offices of the Company (1) with respect to an election to be held at an annual meeting of stockholders, not later than the close of business on the 90th day or earlier than the close of business on the 120th day prior to the anniversary of the date of the immediately preceding annual meeting, and (2) with respect to an election to be held at a special meeting of stockholders for the election of directors, not later than the close of business on the

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fifteenth (15th) day following the date on which notice of such meeting was mailed to stockholders. Each such notice shall set forth: (i) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder and the reason or reasons for such nomination or nominations; (iv) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement pursuant to the rules of the Securities and Exchange Commission regardless of whether such nomination or nominations may be included in any such proxy statement; and (v) the written consent of each nominee to serve as a director of the Company if so elected. No nominations for director shall be considered at a meeting of stockholders except those made in strict compliance with terms and procedures of this Section.

        Section 3. Board Governance. The Board of Directors and the Committee on Directors and Corporate Governance of the Board shall each have the authority and power to adopt rules, and determine the standards for, governance of the Board and its standing and special committees and to set standards for the performance of directors’ duties.

        Section 4. Stated Meetings. The Board of Directors may by resolution appoint in advance the time and place for holding stated meetings of the Board, and such stated meetings may be held at the time and place so appointed without the giving of any notice. In case the day appointed for a stated meeting shall fall on a legal holiday, such meeting shall be held on the next following business day, not a legal holiday, at the same hour.

        Section 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman or a Vice Chairman of the Board of Directors or by the Chief Executive Officer or by one-sixth (calculated to the nearest whole number) of the total number of directors constituting the Board of Directors. Notice of any such meeting, setting forth the time and place of the meeting, shall be mailed to each director, addressed to him or her at his or her residence or usual place of business, not later than the second day before the day on which the meeting is to be held, or shall be sent to him or her at such place by telefacsimile, or be delivered personally, or by telephone or other oral means, not later than the day before the day on which the meeting is to be held. Except as may be indicated in the notice thereof, any and all business may be transacted at any special meeting.

        Section 6. Notice of Meetings. Notice of any meeting of the Board of Directors or of any committee need not be given to any director if waived by him or her whether before or after such meeting, or if he or she shall be present at the meeting, and any meeting of the Board of Directors or of any committee shall be a legal meeting without any notice thereof having been given, if all the members shall be present.

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        Section 7. Participation by Conference Telephone. Members of the Board of Directors or of any committee may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

        Section 8. Quorum and Manner of Acting. A majority of the total number of directors constituting the Board of Directors at the time of any meeting shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

        Section 9. Directors’ Fees. The Board of Directors shall have authority to determine the amount and form of compensation which shall be paid to its members.

This excerpt taken from the HSY 8-K filed Aug 16, 2005.

BOARD OF DIRECTORS

 

HERSHEY, Pa., August 16, 2005 – The Hershey Company (NYSE: HSY), a leading snack food marketer and the largest North American confectionery company, today announced the election to its Board of Directors of Alfred F. Kelly, Jr., Group President, American Express Company, effective August 11, 2005.

 

In announcing the election, Richard H. Lenny, Chairman, President and Chief Executive Officer, The Hershey Company, said, “Al’s proven leadership and vast experience across diverse consumer segments and in building global brands at such a well-regarded company as American Express will be of great value as we continue to build Hershey’s leadership position. We’re pleased to welcome Al and know that he will be an excellent addition to Hershey’s Board of Directors.”

 

Alfred F. Kelly, Jr. currently leads many of American Express’ key businesses, including the Consumer Card Services Group, OPEN from American Express, Consumer Travel, Global Travelers Cheques and Prepaid Services, Establishment Services, North America, U.S. Customer Service, Global Risk Management and Interactive Services worldwide. He also has extensive global experience in consumer marketing, strategic planning and development, customer loyalty, and information technology. Prior to joining American

 

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Express, Kelly was head of Information Systems at the White House and also held management positions in strategic and financial planning at PepsiCo.

 

He serves on the Board of Trustees of Iona College, New Rochelle, NY. Kelly also is on the Board of Directors of Concern Worldwide USA and the Carvel Children’s Rehabilitation Center, and is a member of the Council on Foreign Relations. Additionally, for the past 12 years, Kelly has served as Vice Chairman of the Wall Street Charity Golf Classic, one of the most successful fund-raising events benefiting the Cystic Fibrosis Foundation.

 

Kelly holds a master’s of business administration and bachelor of arts in liberal arts (Summa Cum Laude) from Iona College.

 

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