This excerpt taken from the HSY 8-K filed Nov 16, 2007.
THE HERSHEY COMPANY ANNOUNCES ELECTION OF NEW DIRECTORS
HERSHEY Pa., Nov. 11, 2007 The Hershey Company (NYSE: HSY) today announced the election of eight new Directors to its Board, effective immediately, and the appointment of Kenneth L. Wolfe as non-executive Chairman, effective January 1, 2008, upon the previously announced retirement of current Chairman and CEO Richard H. Lenny.
The new independent Directors were elected by the Hershey Trust, the Companys controlling shareholder. In addition to Mr. Wolfe, they are Charles A. Davis, Edward J. Kelly, III, Arnold G. Langbo, James E. Nevels, Thomas J. Ridge, Charles B. Strauss and LeRoy S. Zimmerman (see bios below).
Six independent Directors resigned from the Board at the request of the Hershey Trust. They are Jon A. Boscia, Robert H. Campbell, Gary P. Coughlan, Harriet Edelman, Mackey J. McDonald and Marie J. Toulantis. In addition, Bonnie G. Hill and Alfred F. Kelly, Jr., the two directors elected separately by the Companys Common Stock shareholders, also resigned today. The Hershey Trust did not request their resignations. Their successors will be elected by Common Stock shareholders at the Companys annual meeting next year.
Continuing as directors of the Company are: Lenny, through December 31, 2007; David J. West, who will become CEO on December 1, 2007; and Robert F. Cavanaugh, a member of the Hershey Trust Board.
Said Wolfe, Our new world-class Board of Directors will start working today with Dave West and his strong management team to pursue strategies to improve the performance of the Company. Our goal is to recharge growth and take advantage of all opportunities we see in the marketplace.
West said, It is our overarching goal to make sure that we have a smooth and seamless transition at both the management and Board levels. I am already working with Rick to ensure that is the case with our management, and I look forward to working closely with Ken and the new Board of Directors to identify and pursue strategic growth initiatives to build foundations for the Companys long-term prosperity.
Said Lenny, I want to thank the outgoing directors for their service to the Company and all of its stakeholders. On behalf of all of The Hershey Companys constituents, thank you.
Said LeRoy S. Zimmerman, Chairman of The Hershey Trust Board, The Hershey Trust, which is obligated to manage its assets solely for the benefit of Milton Hershey School, a school for children in need, has made clear it has not been satisfied with the Companys recent results.
He continued: After careful reflection and consideration of our responsibilities to the Trust, and the best interests of all Hershey Company shareholders and after a due-diligence period in which we investigated and ascertained the considerable interest of best-in-class directors who were eager to work with the Trust to benefit all shareholders we determined to elect new Directors to aggressively pursue addressing the Companys business challenges.
Together and individually, these new directors are independent-minded leaders with world-class capabilities and highly relevant expertise, said Zimmerman. Having implemented these changes, the Trust Board will return to allowing this Company Board and Management team to do their jobs and lead the Company to new successes.