Form8-K_Item507_AnnualMeeting_050112

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
May 1, 2012
 
Date of Report (Date of earliest event reported)
 
The Hershey Company
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
(State or other jurisdiction of incorporation)
1-183
 
23-0691590
(Commission File Number)
 
(IRS Employer Identification No.)
  100 Crystal A Drive, Hershey, Pennsylvania 17033
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-4200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



INFORMATION TO BE INCLUDED IN REPORT

Item 5.07
Submission of Matters to a Vote of Security Holders

The Hershey Company (the "Company") held its 2012 annual meeting of stockholders on May 1, 2012. Set forth below are the voting results from the meeting.
Proposal No. 1. Holders of the Company's Common Stock and Class B Common Stock, voting together without regard to class, elected the following directors by the votes set forth as follows:
Name
Votes For
Votes Withheld
Broker Non-Votes
John P. Bilbrey
720,983,870
1,797,191
23,069,738
Robert F. Cavanaugh
717,277,687
5,503,374
23,069,738
Robert M. Malcolm
721,625,474
1,155,587
23,069,738
James M. Mead
705,665,136
17,115,925
23,069,738
James E. Nevels
705,764,898
17,016,163
23,069,738
Anthony J. Palmer
720,369,342
2,411,719
23,069,738
Thomas J. Ridge
720,417,165
2,363,896
23,069,738
David L. Shedlarz
720,342,763
2,438,298
23,069,738

Holders of the Company's Common Stock, voting separately as a class, elected the following directors by the votes set forth as follows:
Name
Votes For
Votes Withheld
Broker Non-Votes
Pamela M. Arway
107,644,841
9,016,100
23,009,168
Charles A. Davis
115,364,269
1,296,672
23,009,168

Proposal No. 2. Holders of the Company's Common Stock and Class B Common Stock, voting together, ratified the appointment of KPMG LLP as the Company’s independent auditors for 2012, by the votes set forth as follows:
Votes For
Votes Against
Abstain
742,583,773
3,013,805
253,221

Proposal No. 3. Holders of the Company's Common Stock and Class B Common Stock, voting together, approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement, by the votes set forth as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
714,784,444
7,160,399
836,218
23,069,738
No other matters were submitted for stockholder action.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 3, 2012



 
THE HERSHEY COMPANY
 



By: /s/ Humberto P. Alfonso         
 
Humberto P. Alfonso
Executive Vice President, Chief Financial Officer and Chief Administration Officer