2015 Proxy Statement and 2014 Annual Report

2015 Proxy Statement and 2014 Annual Report

Letters to Stockholders The Hershey Company Proxy Statement and Notice of 2015 2014 Annual Report Annual Meeting to Stockholders and Proxy March 17, 2015 Statement To Our Stockholders: It is my pleasure to invite you to attend the 2015 Annual Meeting of Stockholders of The Hershey Company to be held at 10:00 a.m. Eastern Daylight Time on Tuesday, April 28, 2015. Business scheduled to be considered at the meeting includes (1) the election of 11 directors, (2) ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2015 and (3) approval of the Company’s named executive officer compensation on a non-binding advisory basis (say- on-pay). Management will review the Company’s 2014 performance and will 2014 Annual be available to respond to questions during the meeting. Report to The meeting will be held at GIANT Center, 550 West Hersheypark Drive, Stockholders Hershey, Pennsylvania. Directions to GIANT Center are included with these materials. The doors to GIANT Center will open at 8:30 a.m. Please note the only entrance to the meeting will be at the rear entrance of GIANT Center and transportation from the parking area will be available. There will be designated seating for those using wheelchairs or requiring special assistance. If you plan to attend the meeting, you will need an ADMISSION TICKET and a government-issued PHOTO IDENTIFICATION to gain admission. Any of the following items will serve as your ADMISSION TICKET: • The Notice of Internet Availability of Proxy Materials you received by mail, directing you to the website where proxy materials could be accessed; • The top half of your Proxy Card, if you received your proxy materials in paper form; •AnAdmission Ticket supplied by our Investor Relations Department upon your request if your proxy materials were delivered by email; or •Aletter from your broker, bank or other holder of record, or your most recent account statement, indicating that you were the beneficial owner of Hershey stock as of the record date, if your shares are held in street name. Please remember that if you are a street-name holder and want to vote your shares at the meeting, you also will need to bring a legal proxy from your broker, bank or other holder of record. As in prior years, security measures will be in place at the Annual Meeting. We highly recommend you do not carry items such as handbags and packages to the meeting as all such items will be inspected. Weapons and sharp objects (such as pocketknives and scissors), cell phones, pagers, cameras and recording devices will not be permitted inside the meeting room. Please note that we will not distribute voting ballots during the meeting. If you plan to vote at the meeting, pick up a ballot at the Voting Booth upon your arrival and place it in one of the ballot boxes located near the Security Booth area or inside the meeting room, or submit your ballot to a meeting usher at the time designated during the meeting. We also invite you to visit HERSHEY’S CHOCOLATE WORLD Attraction on the day of the Annual Meeting. Please note that this year the Attraction will be open from 9:00 a.m. to 6:00 p.m. Once again, we are offering stockholders a special 25% discount on selected items. You will need to show your ADMISSION TICKET (in any of the forms described above) at HERSHEY’S CHOCOLATE WORLD Attraction to receive the special discount. To assure proper representation of your shares at the meeting, we encourage you to submit your voting instructions to the Company in advance by Internet, phone or mail. Please refer to our proxy materials for more information on how to vote your shares. I look forward to seeing you at the meeting. Regards, James E. Nevels Chairman of the Board of Directors John P. Bilbrey President and Chief Executive Officer March 17, 2015 Dear Stockholder: The Hershey Company delivered another year of sales and earnings growth in 2014. We outperformed our confectionery peers, gaining market share in the United States and in our focus markets around the world. Net sales in 2014 increased 3.9 percent versus the previous year, resulting in annual sales of $7,421,768,000, another record year. Our adjusted earnings per share- diluted increased 7 percent to $3.98. Despite a challenging macroeconomic environment in 2014, I remain confident in our long-term growth strategies. We are making meaningful progress against these strategies and we saw good examples of improving performance as the year unfolded. Our U.S. seasonal performance was solid and we gained market share in all four of the traditional seasons. Additionally, in the combined Walmart, convenience store and dollar channels, our retail takeaway increased 4.4 percent. And we are building our knowledge foundation to retain our competitive advantage. We continue to refresh and update our consumer-centric confectionery demand landscape, Insight Driven Performance tools and Shopper Insights work that have been important enablers for growth. We’re also working with some cutting-edge technologies and sophisticated models offered by select companies related to demand creation and productivity. China is quickly becoming the largest economy in the world and we are increasing our investments there to continue to support our high growth rate. Our acquisition of Shanghai Golden Monkey has positioned us for strong growth in this key market in 2015. We are also accelerating our strategy to broaden our portfolio with innovative new products, further expand into snacks and adjacencies, and analyze potential M&A targets. Hershey has been evolving for the past 120 years and we will continue to evolve and grow. We believe that as consumer wants and needs evolve in the type of food and the occasions where food is consumed, especially on the go, we have capabilities that we can leverage. Consumers are more focused on portable nutrition and are eating more through snacking, rather than meals. To take advantage of the broader snacking continuum, we will continue to explore opportunities to expand our portfolio, building on our strong confectionery heritage. For example, later this year we’ll launch Hershey’s Snack Bites and Hershey’s Snack Mix, a perfect balance of creamy, crunchy, sweet and salty. These are great ways to enter other fast-growing categories while leveraging our strong equities. 2014 was another strong year for Hershey bringing goodness to the world through its corporate citizenship. Our work resulted in several additional honors and recognition: • Recognized as one of America’s most community-minded companies in the Civic 50 rankings; No. 2 overall for social impact. • No. 46 in Newsweek’s 2014 Green Rankings; up 210 spots from last ranking. • Named again to the Dow Jones Sustainability World and North America Index. • Earned the prestigious P3 Impact Award at the Concordia Summit for CocoaLink, our West African technology program; CocoaLink honored as best public-private partnership program in the world. In 2014, 30 percent of the cocoa we sourced globally was independently certified and verified. This puts us ahead of schedule for achieving our goal of sourcing 100 percent of our cocoa from certified and sustainable cocoa farms by 2020. Given this progress, we set a new target to source at least 50 percent certified cocoa by the end of 2015, reaching our 2016 goal a full year ahead of schedule. We also launched an industry-leading palm oil sourcing policy with a commitment to source 100 percent traceable and responsible palm oil. Through our partnership with nonprofit Project Peanut Butter, we invested more than $1 million and built a manufacturing plant that produces peanut-based therapeutic food to treat children with severe malnutrition. Our global United Way employee campaign resulted in a new record for Hershey. Employees and retirees, combined with a company dollar-for-dollar match, raised more than $3 million. With more than 1,700 employees around the world volunteering during our Good to Give Back Week, an annual week of service, our employees are truly demonstrating our values and showing what shared goodness looks like. I am excited about the opportunities ahead for our business. There is significant runway for expansion in our key geographies and across our product portfolio. Our international growth continues at a strong pace. We also have great new products in the market and more slated to launch in 2015. We continue to see the benefit of Brookside Crunchy Clusters and Reese’s Spreads, launched in late 2014. Later this year, we will introduce Brookside Dark Chocolate Fruit & Nut Snack Bars in the Club channel, a great example of our commitment to offering products with simple ingredients. And we’re launching Kit Kat White Minis, Hershey’s Caramels, Ice Breakers Cool Blasts Chews and Reese’s Spreads Snacksters Graham Dippers in 2015. I want to thank all of our stockholders. All of us at The Hershey Company appreciate your support and dedication as we continue to create a new and lasting legacy for this great company. John P. Bilbrey Safe Harbor Statement Please refer to the 2014 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 2015 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT SUMMARY 2015 Annual Meeting of Stockholders ............................................... 1 Voting Matters and Board Recommendations ........................................ 1 Our Director Nominees ........................................................... 2 Governance Highlights ........................................................... 3 Executive Compensation Highlights ...............................................

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