HSY » Topics » Item 4 - Submission of Matters to a Vote of Security Holders

This excerpt taken from the HSY 10-Q filed May 11, 2005.

Item 4 — Submission of Matters to a Vote of Security Holders

The Hershey Company’s Annual Meeting of Stockholders was held on April 19, 2005. The following directors were elected by the holders of Common Stock and Class B Common Stock, voting together without regard to class:

            Name Votes For Votes Withheld
Jon A. Boscia 771,836,859      958,996 
Robert H. Campbell 771,654.834   1,141,021
Robert F. Cavanaugh 769,256,094   3,539,761
Gary P. Coughlan 771,840,635      955,220 
Harriet Edelman 771,693,365   1,102,490
Richard H. Lenny 768,592,965   4,202,890
Mackey J. McDonald 751,740,707 21,055,148 

The following directors were elected by the holders of the Common Stock voting as a class:

            Name Votes For Votes Withheld
Bonnie G. Hill 159,970,410  6,127,785
Marie J. Toulantis 165,143,407     954,788

Holders of the Common Stock and the Class B Common Stock voting together ratified the appointment of KPMG LLP as the independent auditors for 2005. Stockholders cast 769,012,009 votes FOR the appointment, 3,255,390 votes AGAINST the appointment and ABSTAINED from casting 528,455 votes on the appointment of independent auditors.

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Holders of the Common Stock and the Class B Common Stock, each voting separately as a class and voting together without regard to class, approved the amendment to the Company’s Restated Certificate of Incorporation, as amended (“Certificate”), to increase the number of authorized shares of Common Stock from 450,000,000 shares to 900,000,000 shares and Class B Common Stock from 75,000,000 shares to 150,000,000 shares. Holders of the Common Stock voting separately as a class cast 103,998,775 votes FOR the amendment, 61,208,548 votes AGAINST the amendment and ABSTAINED from casting 884,969 votes on the amendment to the Certificate to increase the number of authorized shares of Common Stock. Holders of the Class B Common Stock voting separately as a class cast 606,697,660 votes FOR the amendment, 0 votes AGAINST the amendment and ABSTAINED from casting 0 votes on the amendment to the Certificate to increase the number of authorized shares of Class B Common Stock. Holders of the Common Stock and the Class B Common Stock voting together cast 710,696,435 votes FOR the amendment, 61,208,548 votes AGAINST the amendment, and ABSTAINED from casting 884,969 votes on the amendment to the Certificate to increase the number of authorized shares of Common Stock and Class B Common Stock.

Holders of the Common Stock and the Class B Common Stock voting together approved the amendment to the Certificate to change the Company’s name to The Hershey Company. Stockholders cast 769,540,889 votes FOR the amendment, 2,588,835 votes AGAINST the amendment and ABSTAINED from casting 666,128 votes on the amendment to the Certificate to change the Company’s name.

No other matters were submitted for stockholder action.

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