This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Nine directors are to be elected at the Annual Meeting, each to serve until the next Annual Meeting and until his or her successor shall have been elected and qualified. Each of the nominees named in the following pages is currently a member of the Board. Pursuant to the Companys Restated Certificate of Incorporation, as amended (Certificate), and By-Laws, one-sixth of the directors, which equates presently to two directors, are to be elected by the holders of the Companys Common Stock, one dollar ($1.00) par value (Common Stock), voting separately as a class. The nominees receiving the greatest number of votes of the holders of the Common Stock voting separately as a class will be elected.
Mmes. Bonnie G. Hill and Marie J. Toulantis have been nominated by the Board for the positions to be elected by the holders of the Common Stock voting separately as a class. The remaining seven individuals listed have been nominated by the Board for the seven positions to be elected by the holders of the Common Stock and the Companys Class B Common Stock, one dollar ($1.00) par value (Class B Stock), voting together without regard to class. Holders of Common Stock will be entitled to cast one vote for each share held, and holders of Class B Stock will be entitled to cast ten votes for each share held. The seven nominees receiving the greatest number of votes of the holders of the Common Stock and Class B Stock voting together will be elected. In case any of the nominees should become unavailable for election for any reason not presently known or contemplated, the persons identified on the proxy card as proxies will have discretionary authority to vote pursuant to the proxy for a substitute.