HERSHEY FOODS (HSY)
Sector: Consumer Staples
2026 Annual Meeting Analysis
HERSHEY FOODS · Meeting: May 5, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in August 2025, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger; brings strong consumer brand and marketing expertise relevant to Hershey's business.
Joined the board in May 2025, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger; brings relevant food, retail, and operational leadership experience.
Has served since 2023 (approximately 3 years), and while the TSR check is triggered by Hershey's 3-year price return of -3.0% versus XLP's 19.9% (a gap of -22.9pp), the gap does not exceed the 30pp threshold required to trigger a AGAINST vote for companies with negative absolute 3-year TSR, so no performance flag applies; brings finance and corporate development expertise.
Joined the board in May 2025, which is less than 24 months before this meeting, so she is exempt from the stock performance trigger; brings senior consumer goods, CFO, and governance experience.
Joined the board in May 2025, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger; brings strategy, innovation, and food and beverage entrepreneurship expertise.
Has served since 2024 (approximately 2 years), which is at the 24-month boundary; the 3-year TSR gap of -22.9pp does not exceed the 30pp threshold required to trigger a AGAINST vote for companies with negative absolute 3-year TSR, so no performance flag applies; brings strong CFO and large-scale consumer foodservice experience.
New nominee with no prior board tenure, so the stock performance trigger does not apply; brings extensive Procter & Gamble consumer goods, operational, and international experience relevant to Hershey's strategy.
Joined the board in May 2025, which is less than 24 months before this meeting, so she is exempt from the stock performance trigger; brings finance, M&A, and international consumer goods experience.
Has served since 2024 (approximately 2 years), which is at the 24-month boundary; the 3-year TSR gap of -22.9pp does not exceed the 30pp threshold required to trigger a AGAINST vote for companies with negative absolute 3-year TSR, so no performance flag applies; brings consumer technology, private equity, and Africa/international expertise.
Joined the board in May 2025, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger; brings investment management, financial services, and governance expertise.
Joined the board in August 2025 as the incoming CEO, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger; as a non-independent executive director he serves on no committees, which is appropriate governance practice.
All 11 director nominees receive a FOR vote. Hershey's 3-year stock return of -3.0% underperforms the XLP sector ETF by 22.9 percentage points, which falls short of the 30 percentage point threshold required to trigger an AGAINST vote for companies with negative absolute 3-year returns. Additionally, the overwhelming majority of nominees joined the board within the past 24 months and are individually exempt from the TSR trigger. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Mr. Tanner
Total Comp
$16,806,399
Prior Support
72% (Common Stock); 95% (Common Stock and Class B combined)%
CEO Kirk Tanner's total reported compensation of approximately $16.8 million reflects a partial year of service (hired August 18, 2025) plus one-time sign-on awards totaling $11 million in equity, which are appropriate for a new CEO hire and not indicative of an ongoing run-rate pay level. The ongoing annual target pay structure — with 90% of the CEO's compensation at-risk and 72% in long-term equity — reflects a strongly performance-oriented pay mix that exceeds the 50-60% variable pay threshold required by policy. The company disclosed a robust clawback policy, uses meaningful long-term metrics including relative total shareholder return over a three-year period, and the prior year say-on-pay vote at 72% exceeded the 70% threshold that would require demonstrated remediation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,535,135
Non-Audit Fees
$458,714
Non-audit fees (audit-related fees of $310,850 plus tax fees of $147,864, totaling approximately $458,714) represent about 7% of audit fees of $6,535,135, which is well below the 50% threshold that would raise independence concerns. EY's tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and no material restatements were identified; EY is a Big 4 firm appropriate for a company of Hershey's size and complexity.
Overall Assessment
The 2026 Hershey annual meeting ballot contains three standard proposals: election of 11 directors, ratification of Ernst & Young as auditor, and an advisory vote on executive pay. All three proposals receive a FOR vote — the director TSR underperformance gap does not meet the trigger threshold, auditor fees are well within independence bounds, and the executive compensation program is strongly performance-oriented with appropriate pay-at-risk levels.