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 (less than 24 months ago), so he is exempt from the TSR trigger; brings strong consumer brand and marketing experience relevant to Hershey's business, with no overboarding, attendance, or independence concerns identified.
Joined the board in May 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings food, retail, and operational leadership experience, with no overboarding, attendance, or independence concerns identified.
Has served since 2023 (approximately 3 years); the 3-year TSR trigger does not fire because HSY's 3-year return of -11.4% outperforms the peer group median of -31.6% by +20.2pp, which does not exceed the 20pp underperformance threshold required for a negative absolute TSR period; no overboarding, attendance, or independence concerns identified.
Joined the board in May 2025 (less than 24 months ago), so she is exempt from the TSR trigger; brings deep consumer goods, finance, and CEO-level experience, with no overboarding, attendance, or independence concerns identified.
Joined the board in May 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings academic expertise in strategy and innovation relevant to Hershey's business, with no overboarding, attendance, or independence concerns identified.
Has served since 2024 (approximately 2 years); the 3-year TSR trigger does not fire because HSY outperforms its peer group median over 3 years; brings strong financial, M&A, and large-company operational expertise, with no overboarding, attendance, or independence concerns identified.
New nominee with no prior board tenure, so the TSR trigger does not apply; brings extensive consumer goods, brand, and operational leadership experience at Procter & Gamble relevant to Hershey's strategic priorities, with no overboarding or independence concerns identified.
Joined the board in May 2025 (less than 24 months ago), so she is exempt from the TSR trigger; brings finance, international operations, and corporate development expertise from a long career at Coca-Cola, with no overboarding, attendance, or independence concerns identified.
Has served since 2024 (approximately 2 years); the 3-year TSR trigger does not fire because HSY outperforms its peer group median over 3 years; brings investment banking, private equity, and technology entrepreneurship experience, with no overboarding, attendance, or independence concerns identified.
Joined the board in May 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings investment management, financial services, and corporate governance expertise, with no overboarding, attendance, or independence concerns identified.
Joined the board in August 2025 as CEO (less than 24 months ago), so he is exempt from the TSR trigger; as an executive director he is subject to the same TSR screens as other directors, but the exemption applies; no other negative flags identified.
All 11 director nominees receive a FOR vote. The 3-year TSR trigger does not fire for any director: HSY's 3-year return of -11.4% outperforms the disclosed compensation peer group median of -31.6% by +20.2pp, which does not meet the 20pp underperformance threshold that would trigger a negative vote under the negative-absolute-TSR tier. Nine of the eleven nominees joined within the last 24 months and are independently exempt from the TSR trigger regardless. No overboarding, material attendance deficiencies, or independence concerns were identified for any nominee. The board has undertaken significant refreshment, with more than 90% of nominees new in the last two years.
Say on Pay
✓ FORCEO
Mr. Tanner
Total Comp
$16,806,399
Prior Support
72%%
Mr. Tanner's total compensation of approximately $16.8 million reflects a new CEO hire package that includes one-time sign-on awards ($7M in restricted stock units and $4M in performance stock awards) typical for an external CEO recruit, which inflate the reported figure for the hire year; stripping out one-time items, the ongoing annual target pay structure (base of $1.25M, annual bonus target of 180%, long-term equity of $9M) is consistent with the market for a CEO of a ~$42B consumer staples company. The pay mix is strongly performance-oriented — approximately 90% of the current CEO's target pay is at-risk and variable, well above the 50-60% policy threshold — with 65% of equity awards granted as performance stock awards tied to measurable multi-year financial and TSR goals. Prior say-on-pay support of 72% exceeded the 70% threshold, the company engaged with shareholders after the vote and confirmed concerns were specific to the former CEO's retirement package rather than the ongoing program design, and no structural issues with the incentive program were identified.
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 $458,714) represent approximately 7% of audit fees of $6,535,135, well below the 50% threshold that would trigger a negative vote; Ernst & Young is a Big 4 firm appropriate for Hershey's $41.8B market cap; auditor tenure is not disclosed in the proxy so no tenure trigger fires per policy; no material financial restatements were identified.
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 compensation. All three proposals receive a FOR vote — the director TSR trigger does not fire because Hershey outperformed its peer group over the past three years, auditor fees are well within policy bounds, and the executive pay program is strongly performance-oriented with appropriate pay mix despite a headline CEO figure inflated by one-time new-hire awards.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing