Notice of 2020 Annual Meeting and Proxy Statement 2019 Annual Report to Stockholders May 12, 2020 | 10:00 a.m., Eastern Daylight Time Virtual Meeting Site: www.virtualshareholdermeeting.com/HSY2020 1894 2019 Michele Buck Chairman, President and Chief Executive Officer April 2, 2020 Dear Fellow Stockholder: It is my pleasure to invite you to attend the 2020 Annual Meeting of Stockholders of The Hershey Company, which will be held at 10:00 a.m. Eastern Daylight Time on Tuesday, May 12, 2020. The unprecedented spread of the novel coronavirus (COVID-19) around the world, including here in our home state of Pennsylvania, has prompted us to move our Annual Meeting to an online format to ensure the health and safety of you, our stockholders, as well as our employees and the many members of our community who assist with and support the meeting. I am proud of how our leaders and teams around the world have rallied together to make sure we are delivering much-needed moments of goodness to consumers at a time when they need it most. Following this letter are proxy materials that include detailed instructions regarding how to access the virtual meeting and how to vote your Hershey shares. Your vote is extremely important, so I encourage you to review the materials and submit your vote as soon as possible. As stockholders who deeply care about the success and future of The Hershey Company, we all have much to appreciate about 2019. Not only was it a milestone year in which we celebrated the company’s 125th anniversary, but it was also a year in which we saw our innovative snacking powerhouse vision fully come to life. Three years ago we laid out our snacking vision, and we are delivering against that vision, giving us strength and momentum as we look to 2020 and beyond. Our focus on understanding what consumers want and translating that to our iconic brands was the foundation of our strong performance in 2019. I am particularly pleased with the momentum in our core U.S. confection portfolio. This gives us the financial fuel to invest in other parts of our business, including our growing snacking portfolio and our International business. I’d like to thank all our employees and business partners for their roles in delivering a great year. Our 2019 accelerated business performance delivered differentiated financial results for you, our stockholders. Our earnings per share grew almost 8%, and we produced net sales growth of 2.5%, delivering top quartile Total Shareholder Return. I am pleased with the consistency of the results we are now delivering. We are proud of all our iconic brands, but our Reese’s brand continues to standout as our No. 1 brand and the first confection brand to go over $2.5 billion in retail sales in any single country in the world as it did in the United States last year. This strength allows us to further invest in the growth of this incredible brand. Last year, we broke ground on a new $104 million Reese’s facility in Stuarts Draft, Va., which will enable us to continue to meet the rapidly growing consumer demand for these beloved products. Innovation – especially within our core business – continues to be foundational to our growth strategy. We are excited about our innovation pipeline for 2020. This include our new Kit Kat® Duos bars, which launched in late 2019, and the expansion of our “Thins” range of products with York Thins and Reese’s White Thins that launched in March. Finding new ways to satisfy the changing needs of our consumers further builds their trust and loyalty in our brands. Our snacking strategy was also boosted in 2019 with the solid growth we saw in this expanding part of our portfolio. Skinny Pop ready-to-eat popcorn led the way with double-digit growth at the end of the year, and we were pleased to see our most recent acquisition, ONE Brands, grow at high double digits as we finished the year. Our strategy to build a portfolio of products that consumers can turn to for more snacking occasions beyond confection is making Hershey a go-to company for a broad range of snacking needs. We have strong plans in place to build on this momentum in 2020. Our International business remains an important contributor to our overall company performance while giving us strategic geographic diversification. In 2019, International continued to deliver incremental, profitable growth. The team is now building a strong pipeline of consumer-relevant innovation that should enable balanced top and bottom line growth in the years to come. Last year, our International team introduced “Hershey’s Ice Cream Shoppe,” a line of chocolate bars inspired by consumers’ favorite ice cream flavors. The products were launched in an unprecedented 14 markets, showing that we can create great new products that International consumers love and roll them out at scale. I was honored to be elected as Chairman of the Board last fall. I truly appreciate the confidence that the rest of the board has shown in me. Our board is committed to providing seasoned risk oversight to the company, guiding talent development and advising on strategic investments that advance our business in a competitive environment. I look forward to working with this distinguished group of leaders on these goals in 2020. Here at Hershey, we continue to focus on developing great teams of remarkable people who are key to unlocking further success and are critical to our great workplace culture. They are at the heart of the purpose we have defined for ourselves, which is to make more moments of goodness for our consumers. We can only realize our vision with great people who live our values and are motivated to take our business to the next level. An example of our success in people development was the promotion late last year of several longtime Hershey veterans into key leadership roles on our Executive Committee – the team that reports directly to me. I’m proud of the strong bench we have built, which allowed us to promote Chuck Raup to President, U.S., Kristen Riggs to Chief Growth Officer and Chris Scalia to Chief Human Resources Officer. Hector de la Barreda, President, Amplify, also joined our Executive Committee and now reports to me. We are pleased with what we accomplished in 2019. It’s a testament to our strong brands, business model, and commitment to balanced top and bottom line growth. And I am optimistic that we will deliver another year of high- quality financial results in 2020 even as we manage through the challenges of the global COVID-19 pandemic. We remain focused on driving long-term stockholder value through balanced, accelerated growth. At the same time, we recognize we must continue to adapt, move quickly, and invest in our brands, capabilities and people to fuel our advantage. Thank you for your continued trust in The Hershey Company. We look forward to sharing more details about the past year and why we are excited about where we are heading during the Annual Meeting. Michele Buck __________________________ Safe Harbor Statement Please refer to the 2019 Annual Report to Stockholders that accompanies this letter for a discussion of Risk Factors that could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied in this letter to stockholders or elsewhere. This letter to stockholders is not part of our proxy soliciting material. TABLE OF CONTENTS Page NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT SUMMARY 2020 Annual Meeting of Stockholders . 1 Voting Matters and Board Recommendations . 1 Our Director Nominees. 2 Governance Highlights . 3 Company Strategy and 2019 Business Highlights . 5 Executive Compensation Highlights. 6 PROXY STATEMENT Questions and Answers about the Annual Meeting . 7 Corporate Governance . 13 The Board of Directors . 18 Meetings and Committees of the Board . 22 Proposal No. 1 – Election of Directors . 25 Non-Employee Director Compensation . 33 Share Ownership of Directors, Management and Certain Beneficial Owners . 37 Audit Committee Report. 41 Information about our Independent Auditors . 43 Proposal No. 2 – Ratification of Appointment of Independent Auditors. 44 Compensation Discussion & Analysis . 45 Executive Compensation . 45 Executive Summary. 45 The Role of the Compensation Committee . 51 Compensation Components . 52 Setting Compensation . 53 Base Salary. 54 Annual Incentives . 54 Long-Term Incentives . 57 Perquisites . 60 Retirement Plans . 60 Employment Agreements. 61 Severance and Change in Control Plans . 61 Stock Ownership Guidelines . 61 Other Compensation Policies and Practices . 62 Compensation Committee Report. 63 2019 Summary Compensation Table. 64 2019 Grants of Plan-Based Awards Table . 67 Outstanding Equity Awards at 2019 Fiscal-Year End Table . 68 i 2019 Option Exercises and Stock Vested Table. 70 2019 Pension Benefits Table . 71 2019 Non-Qualified Deferred Compensation Table . 72 Potential Payments upon Termination or Change in Control . 74 Separation Payments under Confidential Separation Agreement and General Release . 81 CEO Pay Ratio Disclosure. 82 Equity Compensation Plan Information. 82 Proposal No. 3 – Advise on Named Executive Officer Compensation . 83 Certain Transactions and Relationships . 84 Compensation Committee Interlocks and Insider Participation . 85 Other Matters . 86 2019 ANNUAL REPORT TO STOCKHOLDERS Item 1. Business . 1 Item 1A. Risk Factors . 6 Item 1B. Unresolved Staff.