This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
PROPOSAL NO. 4 CERTIFICATE AMENDMENT
The Board of Directors has determined that the Companys name should be changed to The Hershey Company. The purpose of the name change is to reflect the transformation that the Company has experienced in recent years.
The Company was founded in 1894 by M. S. Hershey. It began doing business in that year as Hershey Chocolate Company. The Company manufactured and distributed only chocolate and chocolate-related products. The Companys name was changed to Hershey Chocolate Corporation in 1927 as part of a reorganization of the business that separated the chocolate manufacturing business from other operations related primarily to serving the local community. During the 1960s the Company acquired several non-chocolate businesses including pasta, pasta sauces, food service, coffee distribution and Canadian cookie and biscuit businesses. The name Hershey Chocolate Corporation was no longer representative of the Companys portfolio of diversified products and businesses, and the Company changed its name in 1968 to Hershey Foods Corporation. At the same time, the Company adopted its current stylized H corporate logo.
In recent years, the Company divested non-strategic businesses so it could focus attention on its core strengths in the chocolate and non-chocolate confectionery and grocery categories and expand into the broader snack market. As a result of this transformation to a leaner, more focused company, the
1 Note: Proposed new language is italicized. The amendment to subparagraph A1 of the Certificate also deletes language in the Certificate which effected a reclassification of the Common Stock from no-par value stock to the current Common Stock with par value of $1.00 per share on October 9, 1984. The language is being deleted because it is no longer necessary.
The Board of Directors believes that the name The Hershey Company is representative of the Companys current strategic focus while sustaining the important link to M. S. Hershey and the HERSHEYS brand name. The Board also believes that the name The Hershey Company is on trend with todays marketplace, is easily identifiable and will provide flexibility should the Company choose to expand into other market segments. The Board is considering revisions to the Companys logo, which will no longer include the stylized H.
Changing the corporate name in the manner proposed will not change the Companys corporate structure or the names of any of the Companys branded products.
The affirmative vote of a majority of the votes entitled to be cast by the holders of the Common Stock and Class B Stock voting together without regard to class is required for approval of the amendment to the Certificate relating to Proposal No. 4.
The Board of Directors has reserved the right, in the exercise of its discretion, to withdraw this Proposal No. 4 from consideration by stockholders prior to the holding of the Annual Meeting.